Emerald Holding, Inc.

false 0001579214 0001579214 2026-05-11 2026-05-11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2026 Emerald Holding, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38076 42-1775077 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 100 Broadway , 14th Floor New York , New York 10005 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: (949) 226-5700 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share EEX New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01. Entry into a Material Definitive Agreement. Merger Agreement On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Emma Buyer, LLC, a Delaware limited liability company (“ Parent ”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”). Parent and Merger Sub are newly formed holding companies owned by funds managed by affiliates of Apollo Global Management, Inc. (“ Apollo ”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “ Merger ”). The board of directors of the Company (the “ Board ”) unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (iii) authorized and approved the execution, delivery and performance by the Company of its obligations under the Merger Agreement, including the Merger, upon the terms and subject to the conditions contained therein, and (iv) recommended the adoption of the Merger Agreement by the Company’s stockholders, subject to the terms and conditions of the Merger Agreement. On May 9, 2026, following the execution of the Merger Agreement, and pursuant to the Support Agreement (as defined below), certain Company stockholders affiliated with Onex Corporation (the “ Majority Stockholders ”) holding over 90% of the voting power of the outstanding common stock, par value $0.01 per share, of the Company (“ Common Stock ”), adopted the Merger Agreement and approved the transactions contemplated thereby, including the Merger, by written consent (the “ Written Consent ”). Effect on Capital Stock Upon the terms and subject to the conditions set forth in the Merger Agreement, upon the effective time of the Merger (the “ Effective Time ”), each share of Common Stock that is issued and outstanding immediately prior to the Effective Time, other than shares of Common Stock that are held by the Company as treasury stock or owned by Parent or Merger Sub or any wholly owned subsidiary of the Company and Parent (other than Merger Sub), or any shares of Common Stock as to which appraisal rights have been properly exercised in accordance with Delaware law (and not validly withdrawn), will be cancelled and converted into the right to receive $5.03 per share of Common Stock in cash (the “ Merger Consideration ”), without interest. Treatment of Company Equity Awards Except as set forth in the Merger Agreement, each stock option to acquire shares of Common Stock (a “ Company Stock Option ”), whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time, will automatically, as of the Effective Time, be fully vested and cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess of the Merger Consideration over the exercise price per share of Common Stock of such Company Stock Option, multiplied by (ii) the total number of shares subject to such Company Stock Option, subject to any applicable tax withholding. Any Company Stock Option with an exercise price per share of Common Stock that is equal to or greater than the Merger Consideration will be cancelled for no consideration. Each restricted stock unit award (a “ Company RSU ”) subject to time-based vesting requirements that is outstanding immediately prior to the Effective Time, will automatically, as of the Effective Time, become fully vested and be cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration (without interest), subject to any applicable tax withholding. Each restricted share award subject to performance-based vesting requirements (a “ Company PS Award ”) that is outstanding immediately prior to the Effective Time and that will have satisfied its performance conditions taking into account the effect of the Merger and vested based on actual performance measured through the Effective Time (with performance determined based solely on actual results achieved as of the Effective Time), will automatically, as of the Effective Time, be cancelled and converted into the right to receive an amount equal to the Merger Consideration (without interest) in respect of each share of Common Stock that is considered earned under the applicable Company PS Award agreement, taking into account the effect of the Merger, subject to any applicable tax withholding. Each Company PS Award, or portion thereof, with a vesting condition in effect immediately prior to the Effective Time that is not met after taking into account the effect of the Merger, will be cancelled for no consideration. Closing Conditions Consummation of the Merger is subject to the satisfaction or waiver of certain customary closing conditions set forth in the Merger Agreement, including (i) the Company’s receipt of the Written Consent (which was satisfied on May 9, 2026), (ii) the mailing of the information statement (the “ Information Statement ”) contemplated by Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), by the Company to its stockholders, and the lapse of at least 20 days from the date of completion of such mailing, (iii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), and approvals and clearance under the antitrust laws of certain other jurisdictions and (iv) the absence of certain orders or laws prohibiting the consummation of the Merger. The obligation of each pa