In connection with the consummation of the Transaction, at the Effective Time, holders of Emerald Common Stock (other than 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 Company Equity Awards ceased to have any rights in connection with their holding o…

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 accor…

Change in Control of Registrant. The information set forth in the Introductory Note and under Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference into this

Termination of a Material Definitive Agreement. In connection with the consummation of the Transaction, on July 14, 2026, the Company terminated its (i) Registration Rights Agreement, dated as of July 19, 2013, by and among the Company, Onex Partners III LP, a Delaware limited partnership, Onex Partners III GP LP, a Delaware limited partnership, Onex Partners III PV LP, a Delaware limited partnership, Onex Partners III Select LP, a Delaware limited partnership, Onex US Principals LP, a Delawa…

President and CEO — Hervé Sedky: Hervé Sedky will transition to a senior advisor role following the merger.

On July 14, 2026, Emerald notified the New York Stock Exchange (“NYSE”) of the consummation of the Transaction and requested that the NYSE suspend Emerald Common Stock and file with the SEC a notification of removal from listing on Form 25 in order to effect the delisting of Emerald Common Stock from the NYSE and to apply for the deregistration of Emerald Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, Emerald Common Stock…

Other Events. On May 8, 2026, the Board declared a dividend for the quarter ending June 30, 2026 of $0.015 per share of Common Stock payable on June 1, 2026 to holders of record of Common Stock on May 21, 2026. On May 11, 2026, Apollo and the Company issued a joint press release announcing the entry into the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference.

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…

of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set…

Regulation FD Disclosure Emerald Holding, Inc. (NYSE: EEX) (“Emerald” or the “Company”) announced that it has begun a review of potential strategic options following inquiries regarding a possible acquisition of the Company. Goldman Sachs & Co. LLC is acting as lead financial advisor to the Company in connection therewith. Emerald’s Board of Directors, in accordance with their fiduciary duties, is reviewing these options. There is no assurance that any transaction will occur as a result of th…

of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set…

Entry into a Material Definitive Agreement. On August 13, 2025, Emerald X, Inc. (the “ Borrower ”), a wholly-owned subsidiary of Emerald Holding, Inc. (the “ Company ”), entered into the first amendment (“ Amendment No. 1 ”) to the Borrower’s senior secured credit facilities (as amended by Amendment No. 1, the “ Senior Secured Credit Facilities ”), by and among the Borrower, Expo Event Midco, Inc., the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administr…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth above under

Regulation FD Disclosure. On August 8, 2025, Emerald Holding, Inc. (the “Company”) through its wholly-owned subsidiary, 17208227 Canada Inc. (“Emerald Canada”), entered into a share purchase agreement with Generis Global Partners Corp. (“Generis Global”), its shareholders and Generis Global Partners Europe GmbH (“Generis Europe” and together with Generis Global, the “Generis Group”), pursuant to which Emerald Canada acquired all of the outstanding share capital of the Generis Group. The purch…

of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set…

of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set…

of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set…

Other Events. On February 26, 2025, Emerald Holding, Inc. (the “Company”) issued a press release announcing that it will release its financial results for the fourth quarter and full year 2024 before the market open on Friday, March 14, 2025, and will host a conference call to discuss the results at 8:30am ET on the same day. The Company also announced that its Board of Directors declared a dividend on February 25, 2025 for the quarter ending March 31, 2025, of $0.015 per share payable on Mar…

President of its Connections business — Issa Jouaneh: Mr. Jouaneh entered into a new employment agreement with Emerald X Canada Inc., a subsidiary of the Company, as part of an internal transition.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth above under

Entry into a Material Definitive Agreement. On January 30, 2025, Emerald X, Inc. (“EEX”), a wholly-owned subsidiary of Emerald Holding, Inc. (the “Company”), entered into new senior secured credit facilities (the “Senior Secured Credit Facilities”) with a syndicate of lenders and Bank of America, N.A., as administrative agent, providing for (i) a seven-year $515.0 million senior secured term loan facility (the “Term Loan Facility”), scheduled to mature on January 30, 2032 and (ii) a $110.0 mi…

of this Current Report on Form 8-K, including the Presentation, which is attached to this report as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such fil…

of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set…

of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set…

Results of Operations and Financial Condition. On May 7, 2024, Emerald Holding, Inc. (the “Company”) issued a press release announcing the financial results of the Company for the first quarter ended March 31, 2024. Copies of the press release and presentation are being furnished as Exhibit 99.1 and Exhibit 99.2, respectively, attached hereto and incorporated by reference herein. The Company will also make the financial results presentation available on its website.