Emerald Holding, Inc. SEC Filings

Emerald Holding, Inc. director Lisa Klinger reported a disposition of 130,169 shares of common stock on July 14, 2026. In connection with the closing of a merger, these shares were cancelled and converted into the right to receive $5.03 in cash per share, leaving her with 0 shares owned. An additional 23,255 restricted stock units became fully vested at the merger’s effective time and were also cancelled and converted into a cash payment based on the same $5.03-per-share Merger Consideration.

Emerald Holding, Inc. director Hyatt Todd S. disposed of 137,359 shares of common stock on July 14, 2026 through a disposition to the issuer tied to a merger in which Emerald became a wholly owned subsidiary of Emma Buyer, LLC. These shares were cancelled and converted into the right to receive $5.03 in cash per share under the merger agreement. The position included 23,255 restricted stock units that became fully vested and were similarly converted into cash at the merger consideration, leaving no reported Emerald common stock holdings afterward.

Emerald Holding, Inc. director Lynda M Clarizio disposed of 137,708 shares of common stock on July 14, 2026, when Emma Merger Sub, Inc. merged with and into Emerald and it became a wholly-owned subsidiary of Emma Buyer LLC. The shares, including 23,255 RSUs, were cancelled and converted into the right to receive $5.03 in cash per share, leaving her with 0 shares directly held.

Emerald Holding, Inc. director Michael Alicea reported a disposition to the issuer of 145,109 shares of Common Stock on July 14, 2026. The transaction occurred in connection with a merger where Emma Merger Sub, Inc. combined with Emerald Holding, which became a wholly-owned subsidiary of Emma Buyer, LLC.

All shares, including 23,255 restricted stock units, were cancelled and converted into the right to receive $5.03 in cash per share, subject to the Merger Agreement. Following this cash-out transaction, Alicea reported holding 0 shares directly.

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.

Emerald Holding, Inc. and the New York Stock Exchange submitted a Form 25 notification regarding removal of Emerald Holding’s common stock from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934. The notice cites both NYSE and issuer compliance with exchange and SEC withdrawal rules.

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.

Emerald Holding, Inc. has agreed to be acquired in a cash merger by an affiliate of Apollo Global Management for $5.03 per share, with Emerald to become a wholly owned subsidiary of the buyer upon closing. The Company Board unanimously approved the Agreement and recommended adoption.

The Majority Stockholders holding approximately 184,520,200 shares (≈93% voting power) delivered written consent, so no stockholder vote is required to effect the transaction. As of the record date, 197,909,463 shares were outstanding. Affiliates of Apollo committed $760,000,000 of equity financing and debt commitment parties agreed to provide multiple debt facilities; the HSR waiting period was terminated early on June 11, 2026. Eligible holders (other than Majority Stockholders) may pursue appraisal rights under Section 262 of the DGCL by following the procedures and deadlines set forth in the Information Statement.

Emerald Holding, Inc. entered into an Agreement and Plan of Merger with affiliates of Apollo Global Management under which each outstanding share of Common Stock will be converted into the right to receive $5.03 per share in cash at the Effective Time. The Majority Stockholders, holding 184,520,200 shares (approximately 93% of voting power), delivered a written consent, so no further stockholder vote is required. Subject to statutory appraisal rights under Delaware law, holders (other than the Majority Stockholders and Excluded Shares) may seek judicial determination of fair value instead of the $5.03 per-share cash Merger Consideration. The transaction contemplates committed equity of $760,000,000, debt financing commitments, customary closing conditions and regulatory reviews, including HSR and Moroccan competition review.