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Emerald Holding, Inc. 8-K Filings

EEX NYSE

Every 8-K that Emerald Holding, Inc. (EEX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow EEX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full EEX filings page.

Rhea-AI Summary

Emerald Holding, Inc. has been acquired by Emma Buyer, LLC, an entity owned by funds managed by affiliates of Apollo Global Management, with Merger Sub merging into Emerald so that Emerald becomes a wholly owned subsidiary. Each share of Emerald Common Stock outstanding at the Effective Time was converted into the right to receive $5.03 in cash, excluding treasury shares, shares held by Parent entities, and shares subject to properly exercised appraisal rights.

In connection with closing on July 14, 2026, Emerald terminated two Registration Rights Agreements and caused its subsidiaries to terminate all commitments under the Second Amended and Restated Credit Agreement, paying all related principal, interest and fees in full and releasing guarantees and collateral. Emerald Common Stock has been suspended from trading and delisted from the NYSE, and the company plans to deregister the shares and suspend Exchange Act reporting by submitting Forms 25 and 15. All prior directors ceased service; Paul Miller, formerly Questex’s CEO, now leads the combined Emerald–Questex business, while former CEO Hervé Sedky serves as senior advisor.

Rhea-AI Summary

Emerald Holding, Inc. reported an update on its pending merger with a holding company owned by funds managed by affiliates of Apollo Global Management. The Apollo-backed holding company announced that Paul Miller, current CEO of Questex, will lead the combined Emerald and Questex business as chief executive officer upon closing.

Following closing, Emerald’s current president and CEO Hervé Sedky is expected to transition to a senior advisor role to the combined company. The transaction, originally announced on May 9, 2026, remains expected to close in the second half of 2026, subject to customary closing conditions and regulatory approvals, and is accompanied by detailed forward-looking statement disclaimers.

Rhea-AI Summary

Emerald Holding, Inc. reported the results of its Annual Meeting of Stockholders held on May 21, 2026. Stockholders voted on director elections, auditor ratification, and advisory executive compensation matters.

Michael Alicea, David Levin and Emmanuelle Skala were re-elected as Class III directors, each receiving over 186 million votes in favor, to serve until the 2029 Annual Meeting or until their successors are elected and qualified. Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, with 194,198,308 votes for and minimal opposition.

In a non-binding advisory vote, compensation of the named executive officers was approved with 189,521,520 votes for and 437,532 against. In the advisory vote on the frequency of future say-on-pay votes, stockholders expressed a preference for holding the vote every three years, with 184,796,707 votes for a three-year frequency versus 5,154,137 votes for one year. As of the March 27, 2026 record date, there were 197,909,233 shares outstanding, and approximately 194,222,722 shares were represented at the meeting, constituting a quorum.

Rhea-AI Summary

Emerald Holding, Inc. agreed to be acquired by Apollo-managed funds in an all-cash merger, under which stockholders will receive $5.03 per share. This price reflects a 42.1% premium to Emerald’s unaffected share price and implies an estimated enterprise value of about $1.5 billion.

The merger will be effected through a newly formed Apollo-owned parent, with Emerald becoming a wholly owned private subsidiary and its shares delisted from the NYSE. Onex-affiliated holders controlling over 90% of the voting power have already approved the deal by written consent, so no further stockholder vote is required.

The agreement includes reciprocal termination fees of $84,000,000 under specified conditions, and Apollo has arranged an equity commitment of $760,000,000 plus committed debt facilities totaling more than $1.2 billion to fund the merger, repay Emerald’s debt and cover fees. Closing is targeted for the second half of 2026, subject to antitrust and other customary approvals. Separately, Emerald’s board declared a quarterly dividend of $0.015 per share, payable on June 1, 2026 to holders of record on May 21, 2026.

Rhea-AI Summary

Emerald Holding, Inc. reported strong growth for 2025 but swung to a loss. Full-year revenue rose 16.2% to $463.4 million, while Adjusted EBITDA increased 25.0% to $127.1 million. Net loss was $30.7 million, largely driven by acquisition-related contingent consideration and other non-recurring costs.

Organic Revenues grew 1.1% to $397.0 million, with Connections up 2.2% and All Other down 7.8%. For 2026, Emerald guides to $490–$495 million of revenue and $137.5–$142.5 million of Adjusted EBITDA, implying continued margin expansion.

The company generated full-year Free Cash Flow of $34.3 million and ended 2025 with $100.9 million of cash and net debt of $411.6 million (net debt / EBITDA of 2.86x). Emerald repurchased 4.1 million shares for $17.5 million in 2025 and has $24.6 million remaining under its buyback authorization. The board declared a quarterly dividend of $0.015 per share and is reviewing potential strategic options following acquisition inquiries.

Rhea-AI Summary

Emerald Holding, Inc. announced that it has begun reviewing potential strategic options after receiving inquiries about a possible acquisition of the company. The board of directors, with Goldman Sachs & Co. LLC as lead financial advisor, is evaluating these options and notes there is no assurance any transaction will occur.

At the same time, Emerald reaffirmed its full-year 2025 outlook, targeting revenue of $460–$465 million and Adjusted EBITDA of $122.5–$127.5 million. The board does not expect to provide further updates on the review until an agreement is reached or the process is otherwise completed.

Rhea-AI Summary

Emerald Holding, Inc. (EEX) furnished its third‑quarter 2025 results materials. The company announced it issued a press release and a financial results presentation for the quarter ended September 30, 2025, furnished as Exhibits 99.1 and 99.2 and also available on its website. The furnished information under Item 2.02 is not deemed “filed” for purposes of Section 18 of the Exchange Act, nor incorporated by reference into other filings except as expressly stated.

Rhea-AI Summary

Emerald Holding, Inc. disclosed that on August 13, 2025 its wholly owned subsidiary Emerald X, Inc. entered into Amendment No. 1 to its senior secured credit facilities to refinance in full the existing term loans with new term loans. Bank of America, N.A. will act as administrative agent and as the refinancing term lender. The amendment reduces the applicable margin by providing two interest alternatives: a base-rate option equal to the greatest of prime, federal funds+50bps, or one-month Term SOFR+1.00% plus 2.25% (with a 25bps stepdown if Moody's issues a public corporate family rating of at least B1), or Term SOFR+3.25% (also with a 25bps stepdown for a B1 rating). The amendment is filed as Exhibit 10.1 with certain portions redacted under Regulation S-K.

Rhea-AI Summary

Emerald Holding, through its wholly owned subsidiary 17208227 Canada Inc., acquired all outstanding share capital of the Generis Group (Generis Global Partners Corp. and Generis Global Partners Europe GmbH). The purchase price consideration disclosed was approximately $60.0 million plus future contingent payments tied to business performance. A press release describing the transaction is attached as Exhibit 99.1.

The report also includes a standard cautionary note on forward-looking statements, identifying topics such as guidance on estimated revenues and Adjusted EBITDA, dividend intentions, acquisition integration and international expansion, and the impact of economic conditions or natural disasters. The filing does not present pro forma financial statements or detailed financial disclosures about the expected financial impact of the acquisition.