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Apollo funds buy Emerald Holding (EEX) in $5.03-per-share cash deal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Emerald Holding, Inc. investment entities managed or affiliated with Onex Corporation reported a disposition to the issuer of 184,049,617 shares of common stock on July 14, 2026, in connection with a merger in which Emerald became a wholly-owned subsidiary of an Apollo-managed parent. Each cancelled share converted into the right to receive $5.03 in cash, and the reporting entities now report no remaining Emerald common stock. Upon completion of the transaction, Onex-designated directors Gilis and Munk ceased serving on Emerald’s board and each disclaims beneficial ownership except for any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Onex Partners Holdings LLC, Onex OP V Holdings SARL, Onex American Holdings GP LLC, Onex US Principals LP, Onex Partners Canadian GP Inc., Onex Partners V GP Ltd, OPV Gem Aggregator LP, Gilis Kosty, Munk Anthony
Role Director, 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | Director | Director
Type Security Shares Price Value
Disposition Common Stock 184,049,617 -- --
Holdings After Transaction: Common Stock — 0 shares (Indirect, See footnotes)
Footnotes (1)
  1. Pursuant to and in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated May 9, 2026, entered into by Emerald Holding, Inc., a Delaware corporation (the "Company" or "Emerald"), Emma Buyer, LLC, a Delaware limited liability company ("Parent"), and Emma Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), on July 14, 2026, Merger Sub merged with and into Emerald, with Emerald surviving the merger and becoming a wholly-owned subsidiary of Parent ( such merger, the "Transaction"). Parent and Merger Sub are newly formed holding companies owned by funds managed by affiliates of Apollo Global Management, Inc. ("Apollo"). (Continued from footnote 1) Each share of common stock, par value $0.01 per share, of Emerald (each, a share of "Emerald Common Stock") issued and outstanding immediately prior to the effective time of the Transaction (the "Effective Time"), other than shares of Emerald Common Stock (i) held by Emerald as treasury stock or owned by Parent or Merger Sub (which were cancelled) or any wholly owned subsidiary of Emerald and Parent (other than Merger Sub), or (ii) as to which appraisal rights were properly exercised in accordance with Delaware law (and not validly withdrawn), was cancelled and converted into the right to receive $5.03 per share of Emerald Common Stock in cash (the "Merger Consideration"), without interest. Includes: (i) 33,135,329 shares of Common Stock held of record by Onex Partners III LP, (ii) 1,377,397 shares of Common Stock held of record by Onex Partners III GP LP, (iii) 423,159 shares of Common Stock held of record by Onex US Principals LP, (iv) 420,116 shares of Common Stock held of record by Onex Partners III PV LP, (v) 11,125,186 shares of Common Stock held of record by Onex OP V Holdings SARL, (vi) 106,562 shares of Common Stock held of record by Onex Partners III Select LP and 137,461,868 shares of Common Stock held of record by OPV Gem Aggregator LP. Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange, may be deemed to beneficially own the Common Stock held of record by (a) Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP through Onex Corporation's direct ownership and control of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, the general partner of each of Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP (b) Onex Partners III GP LP, through Onex Corporation's ownership of all of the equity of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, (c) Onex US Principals LP, through Onex Corporation's ownership of all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP, (continued) (d) Onex OP V Holdings SARL, through Onex Corporation's ownership of all of the equity of Onex American Holdings Subco LLC, which controls Onex Partners Holdings LLC, which in turn owns all of the outstanding equity of Onex OP V Holdings SARL; and (e) OPV Gem Aggregator LP, through Onex Corporation's ownership of all of the equity of Onex Partners Canadian GP Inc., which owns all of the equity of Onex Partners V GP Limited, which is the general partner of OPV Gem Aggregator LP. Effective upon completion of the Transaction, each of Mr. Gilis and Mr. Munk has ceased to serve as a director of the Company. Mr. Gilis and Mr. Munk, as directors designated by Onex Corporation, may have been deemed to have been the beneficial owners of the Common Shares owned of record or beneficially owned by the Reporting Persons managed by or affiliated with Onex Corporation prior to the Transaction. Neither Mr. Gilis nor Mr. Munk was the record owner of any Common Shares prior to the completion of the Transaction, and each of them disclaims any beneficial ownership of the Common Shares owned of record or beneficially owned by the Reporting Persons managed by or affiliated with Onex Corporation except to the extent of his respective pecuniary interest, if any, therein.
Shares disposed to issuer 184,049,617 shares Non-derivative disposition of common stock on July 14, 2026 in connection with the merger
Merger consideration per share $5.03 per share Cash paid for each share of Emerald Common Stock at the Effective Time of the transaction
Onex Partners III LP holdings 33,135,329 shares Common stock held of record by Onex Partners III LP prior to completion of the transaction
Onex Partners III GP LP holdings 1,377,397 shares Common stock held of record by Onex Partners III GP LP prior to the merger
Onex US Principals LP holdings 423,159 shares Common stock held of record by Onex US Principals LP prior to the merger
Onex OP V Holdings SARL holdings 11,125,186 shares Common stock held of record by Onex OP V Holdings SARL prior to the merger
Onex Partners III Select LP holdings 106,562 shares Common stock held of record by Onex Partners III Select LP prior to the merger
OPV Gem Aggregator LP holdings 137,461,868 shares Common stock held of record by OPV Gem Aggregator LP prior to the merger
Agreement and Plan of Merger regulatory
"transactions contemplated by that certain Agreement and Plan of Merger, dated May 9, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Effective Time regulatory
"issued and outstanding immediately prior to the effective time of the Transaction (the Effective Time)"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
Merger Consideration financial
"was cancelled and converted into the right to receive $5.03 per share in cash (the Merger Consideration)"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
appraisal rights regulatory
"as to which appraisal rights were properly exercised in accordance with Delaware law"
A legal right that lets shareholders who dislike the price or terms of a buyout, merger or other major corporate change ask for an independent determination of the fair value of their shares instead of accepting the deal price. Think of it like asking a neutral referee to set the payout if you believe the offered price is too low. For investors, appraisal rights can provide a way to recover a higher cash value but can be slow, costly and create uncertainty around deal outcomes.
wholly-owned subsidiary financial
"Emerald surviving the merger and becoming a wholly-owned subsidiary of Parent"
A wholly-owned subsidiary is a company whose entire ownership is held by another company, called the parent, so the parent controls all shares, board appointments and major decisions. For investors this matters because the subsidiary’s profits, losses, assets and liabilities are treated as part of the parent’s financial picture, affecting valuation and risk exposure — imagine a parent owning a single storefront outright and consolidating its receipts and bills into the parent’s books.
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Form 4 Insider Transactions: What Each Field Means →

FAQ

What transaction did Onex-affiliated holders of Emerald Holding (EEX) report?
Onex-affiliated investment entities reported a disposition to the issuer of 184,049,617 shares of Emerald Holding common stock. This occurred on July 14, 2026, as part of a merger that left Emerald as a wholly-owned subsidiary of an Apollo-managed parent company.

At what price were Emerald Holding (EEX) shares converted in the Apollo merger?
Each share of Emerald Holding common stock was converted into the right to receive $5.03 in cash. This merger consideration applied to shares outstanding immediately before the effective time, excluding treasury shares, certain affiliate holdings, and shares with properly exercised appraisal rights.

What changed in Emerald Holding (EEX)’s ownership structure after the merger?
Following the merger, Emerald Holding became a wholly-owned subsidiary of Emma Buyer, LLC. Emma Buyer and its merger subsidiary are holding companies owned by funds managed by affiliates of Apollo Global Management, Inc., shifting Emerald’s ownership to Apollo-managed funds.

What happened to Emerald Holding (EEX) directors Gilis and Munk after the merger?
Effective upon completion of the transaction, Mr. Gilis and Mr. Munk ceased to serve as directors of Emerald Holding. As Onex-designated directors, they may have been deemed beneficial owners previously but each disclaims beneficial ownership except for any pecuniary interest.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Onex Partners Holdings LLC
(Last)(First)(Middle)
161 BAY STREET, P.O. BOX 700
(Street)
TORONTOONTARIOM5J 2S1
(City)(State)(Zip)
ONTARIO, CANADA
(Country)		2. Issuer Name and Ticker or Trading Symbol
Emerald Holding, Inc. [ EEX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/14/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock07/14/2026D(1)(2)184,049,617(3)D(1)(2)(1)(2)0ISee footnotes(3)(4)(5)(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Onex Partners Holdings LLC
(Last)(First)(Middle)
161 BAY STREET, P.O. BOX 700
(Street)
TORONTOONTARIOM5J 2S1
(City)(State)(Zip)
ONTARIO, CANADA
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Onex OP V Holdings SARL
(Last)(First)(Middle)
C/O ONEX CORPORATION
161 BAY STREET, P.O. BOX 700
(Street)
TORONTOONTARIOMJ5 2S1
(City)(State)(Zip)
ONTARIO, CANADA
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Onex American Holdings GP LLC
(Last)(First)(Middle)
C/O ONEX CORPORATION
161 BAY STREET, P.O. BOX 700
(Street)
TORONTOONTARIOMJ5 2S1
(City)(State)(Zip)
ONTARIO, CANADA
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Onex US Principals LP
(Last)(First)(Middle)
C/O ONEX CORPORATION
161 BAY STREET, P.O. BOX 700
(Street)
TORONTOONTARIOMJ5 2S1
(City)(State)(Zip)
ONTARIO, CANADA
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Onex Partners Canadian GP Inc.
(Last)(First)(Middle)
C/O ONEX CORPORATION
161 BAY STREET, P.O. BOX 700
(Street)
TORONTOONTARIOMJ5 2S1
(City)(State)(Zip)
ONTARIO, CANADA
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Onex Partners V GP Ltd
(Last)(First)(Middle)
C/O ONEX CORPORATION
161 BAY STREET, P.O. BOX 700
(Street)
TORONTOONTARIOMJ5 2S1
(City)(State)(Zip)
ONTARIO, CANADA
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
OPV Gem Aggregator LP
(Last)(First)(Middle)
C/O ONEX CORPORATION
161 BAY STREET, P.O. BOX 700
(Street)
TORONTOONTARIOMJ5 2S1
(City)(State)(Zip)
ONTARIO, CANADA
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Gilis Kosty
(Last)(First)(Middle)
C/O ONEX CORPORATION
161 BAY STREET, P.O. BOX 700
(Street)
TORONTOONTARIOMJ5 2S1
(City)(State)(Zip)
ONTARIO, CANADA
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Munk Anthony
(Last)(First)(Middle)
C/O ONEX CORPORATION
161 BAY STREET, P.O. BOX 700
(Street)
TORONTOONTARIOMJ5 2S1
(City)(State)(Zip)
ONTARIO, CANADA
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Pursuant to and in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated May 9, 2026, entered into by Emerald Holding, Inc., a Delaware corporation (the "Company" or "Emerald"), Emma Buyer, LLC, a Delaware limited liability company ("Parent"), and Emma Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), on July 14, 2026, Merger Sub merged with and into Emerald, with Emerald surviving the merger and becoming a wholly-owned subsidiary of Parent ( such merger, the "Transaction"). Parent and Merger Sub are newly formed holding companies owned by funds managed by affiliates of Apollo Global Management, Inc. ("Apollo").
2. (Continued from footnote 1) Each share of common stock, par value $0.01 per share, of Emerald (each, a share of "Emerald Common Stock") issued and outstanding immediately prior to the effective time of the Transaction (the "Effective Time"), other than shares of Emerald Common Stock (i) held by Emerald as treasury stock or owned by Parent or Merger Sub (which were cancelled) or any wholly owned subsidiary of Emerald and Parent (other than Merger Sub), or (ii) as to which appraisal rights were properly exercised in accordance with Delaware law (and not validly withdrawn), was cancelled and converted into the right to receive $5.03 per share of Emerald Common Stock in cash (the "Merger Consideration"), without interest.
3. Includes: (i) 33,135,329 shares of Common Stock held of record by Onex Partners III LP, (ii) 1,377,397 shares of Common Stock held of record by Onex Partners III GP LP, (iii) 423,159 shares of Common Stock held of record by Onex US Principals LP, (iv) 420,116 shares of Common Stock held of record by Onex Partners III PV LP, (v) 11,125,186 shares of Common Stock held of record by Onex OP V Holdings SARL, (vi) 106,562 shares of Common Stock held of record by Onex Partners III Select LP and 137,461,868 shares of Common Stock held of record by OPV Gem Aggregator LP.
4. Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange, may be deemed to beneficially own the Common Stock held of record by (a) Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP through Onex Corporation's direct ownership and control of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, the general partner of each of Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP (b) Onex Partners III GP LP, through Onex Corporation's ownership of all of the equity of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, (c) Onex US Principals LP, through Onex Corporation's ownership of all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP,
5. (continued) (d) Onex OP V Holdings SARL, through Onex Corporation's ownership of all of the equity of Onex American Holdings Subco LLC, which controls Onex Partners Holdings LLC, which in turn owns all of the outstanding equity of Onex OP V Holdings SARL; and (e) OPV Gem Aggregator LP, through Onex Corporation's ownership of all of the equity of Onex Partners Canadian GP Inc., which owns all of the equity of Onex Partners V GP Limited, which is the general partner of OPV Gem Aggregator LP.
6. Effective upon completion of the Transaction, each of Mr. Gilis and Mr. Munk has ceased to serve as a director of the Company. Mr. Gilis and Mr. Munk, as directors designated by Onex Corporation, may have been deemed to have been the beneficial owners of the Common Shares owned of record or beneficially owned by the Reporting Persons managed by or affiliated with Onex Corporation prior to the Transaction. Neither Mr. Gilis nor Mr. Munk was the record owner of any Common Shares prior to the completion of the Transaction, and each of them disclaims any beneficial ownership of the Common Shares owned of record or beneficially owned by the Reporting Persons managed by or affiliated with Onex Corporation except to the extent of his respective pecuniary interest, if any, therein.
Remarks:
Due to the limitations of the electronic filing system, Onex Corporation, Gerald W. Schwartz, Onex Partners GP Inc., Onex Partners III GP LP, Onex Partners III LP, Onex Partners III PV LP, Onex Partners III Select LP, New PCo II Investments, Ltd., Onex Advisor Subco III LLC and 1597257 Ontario Inc. are filing a separate Form 4.
Onex Partners Holdings LLC, By: Onex Corporation, By: /s/ Amir Motamedi, Director07/14/2026
Onex OP V Holdings SARL, By: /s/ Amir Motamedi, Type A Manager and /s/ Sascha Groll, Type B Manager07/14/2026
Onex American Holdings GP LLC, By: /s/ Amir Motamedi, Director07/14/2026
Onex US Principals LP, By: Onex American Holdings GP LLC, its General Partner, By: /s/ Amir Motamedi, Director07/14/2026
Onex Partners Canadian GP Inc., By: /s/ David Copeland, Vice President and /s/ Colin Sam, Managing Director07/14/2026
Onex Partners V GP Limited, By: /s/ Kosty Gilis, Authorized Person07/14/2026
OPV GEM Aggregator LP., By: Onex Partners V GP Limited, its General Partner, By: /s/ Kosty Gilis, Authorized Person07/14/2026
Kosty Gilis, /s/ Kosty Gilis07/14/2026
Anthony Munk, /s/Anthony Munk07/14/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR