10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38076

Emerald Holding, Inc.

(Exact name of registrant as specified in its charter)

     Delaware

     42-1775077

     (State or other jurisdiction of
incorporation or organization)

     (I.R.S. 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

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☒

		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 7, 2026, there were 197,909,463 shares of the Registrant’s common stock, par value $0.01, outstanding.

EMERALD HOLDING, INC.

TABLE OF CONTENTS


		Page

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		1

PART I. FINANCIAL INFORMATION		3

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38

Item 4.	Controls and Procedures	38

PART II. OTHER INFORMATION		40

Item 1.	Legal Proceedings	40

Item 1A.	Risk Factors	40

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40

Item 3.	Defaults Upon Senior Securities	40

Item 4.	Mine Safety Disclosures	40

Item 5.	Other Information	40

Item 6.	Exhibits	41

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. You can generally identify forward-looking statements by our use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek” or “should,” or the negative thereof or other variations thereon or comparable terminology. In particular, statements including, but not limited to, general economic conditions, or more specifically about the markets in which we operate, including growth of our various markets, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance contained in this report are forward-looking statements.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including the trends and other factors discussed in this report under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements, or could affect the trading price of our common stock on the New York Stock Exchange. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to:

•

risks associated with event cancellations or interruptions, including cancellations, interruptions or disruptions in global or local travel conditions resulting from natural or manmade disasters, including extreme weather events or outbreaks of communicable diseases or terrorist actions; the actions that governments, businesses and individuals take in response to any such cancellations, interruptions or disruptions, including limiting the size of gatherings; the impact on overall demand for face-to-face events; and our ability or inability to obtain insurance coverage relating to event cancellations or interruptions;

•

the potential impairment of intangible assets, including goodwill, on our balance sheet;

•

general economic conditions, including the impact of tariffs and trade policy, inflationary pressures and fluctuations in interest rates;

•

our intention to continue to pay regular quarterly dividends;

•

our ability to secure desirable dates and locations for our trade shows;

•

our ability to assess and respond to changing market trends, including digital and virtual show offerings;

•

the failure to attract high-quality exhibitors and attendees;

•

the failure to fully realize the expected results and/or operating efficiencies from our strategic initiatives;

•

competition from existing operators or new competitors;

•

our top five trade shows generate a significant portion of our revenues;

•

the effect of shifts in marketing and advertising budgets to online initiatives;

•

our ability to retain our senior management team and our reliance on key full-time employees;

•

risks associated with our acquisition strategy and our ability to execute this strategy to accelerate growth;

•

our ability to use digital media and print publications to stay in close contact with our event audiences;

•

our and our exhibitors’ reliance on a limited number of outside contractors;

•

changes in legislation, regulation and government policy;

•

changes in U.S. tariff and import/export regulations;

•

our relationships with industry associations;

•

risks and costs associated with new trade show launches;

•

risks associated with our expanding international operations, including exposure to foreign exchange rate fluctuations;

•

that we do not own certain of the trade shows that we operate;

•

the infringement or invalidation of proprietary rights;

•

disruption of our information technology systems;

•

the failure to maintain the integrity or confidentiality of employee or customer data;

•

our ability to leverage artificial intelligence and other technologies in our products and services;

•

our potential inability to utilize tax benefits associated with tax deductible amortization expenses; and

•

other factors beyond our control, including those listed under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) and in other filings we may make from time to time with the SEC.

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this report are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this report. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate, are consistent with the forward-looking statements contained in this report, they may not be predictive of results or developments in future periods.

Any forward-looking statement that we make in this Quarterly Report on Form 10-Q speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this report.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Emerald Holding, Inc.

Condensed Consolidated Balance Sheets

(unaudited)


(dollars in millions, share data in thousands, except par value)	March 31, 2026			December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	121.1		$	100.9
Trade and other receivables, net of allowances of $3.7 million and $3.9 million as of March 31, 2026 and December 31, 2025, respectively		130.0			99.0
Prepaid expenses and other current assets		26.1			35.4
Total current assets		277.2			235.3
Noncurrent assets
Goodwill, net		780.3			783.6
Intangible assets, net		174.7			181.4
Other noncurrent assets		11.4			12.5
Total assets	$	1,243.6		$	1,212.8
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and other current liabilities	$	53.5		$	43.7
Income tax payable		3.5			2.1
Cancelled event liabilities		0.5			1.0
Deferred revenues		224.3			219.2
Contingent consideration		11.9			12.2
Right-of-use lease liabilities, current portion		5.1			5.3
Term loan, current portion		5.2			5.2
Total current liabilities		304.0			288.7
Noncurrent liabilities
Term loan, net of discount and deferred financing fees		497.5			498.6
Deferred tax liabilities, net		17.5			17.6
Other noncurrent liabilities		86.2			69.1
Total liabilities		905.2			874.0
Commitments and contingencies (Note 13)
Stockholders’ equity
Common stock, $0.01 par value; authorized shares at March 31, 2026 and December 31, 2025: 800,000; 197,909 and 197,697 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		2.0			2.0
Additional paid-in capital		1,011.9			1,016.4
Accumulated other comprehensive (loss) income		(1.9	)		1.2
Accumulated deficit		(673.6	)		(680.8	)
Total stockholders’ equity		338.4			338.8
Total liabilities and stockholders’ equity	$	1,243.6		$	1,212.8

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Emerald Holding, Inc.

Condensed Consolidated Statements of Income

(unaudited)


	Three Months Ended
(dollars in millions, share data in thousands except earnings per share)	March 31, 2026		March 31, 2025
Revenues	$	155.4	$	147.7
Cost of revenues		55.9		51.4
Selling, general and administrative expense		71.9		54.1
Depreciation and amortization expense		8.1		6.4
Operating income		19.5		35.8
Interest expense		9.4		17.4
Interest income		0.3		2.3
Income before income taxes		10.4		20.7
Provision for income taxes		3.2		5.4
Net income attributable to Emerald Holding, Inc.	$	7.2	$	15.3
Basic income per share	$	0.04	$	0.08
Diluted income per share	$	0.04	$	0.08
Basic weighted average common shares outstanding		197,811		200,596
Diluted weighted average common shares outstanding		199,490		200,841

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Emerald Holding, Inc.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)


	Three Months Ended
(dollars in millions)	March 31, 2026			March 31, 2025
Net income attributable to Emerald Holding, Inc.	$	7.2		$	15.3
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments		(3.1	)		—
Total other comprehensive (loss) income, net of tax:		(3.1	)		—
Comprehensive income attributable to Emerald Holding, Inc. common stockholders	$	4.1		$	15.3

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Emerald Holding, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(unaudited)


	Three Months Ended March 31, 2026
	(shares in thousands; dollars in millions)
	Total Emerald Holding, Inc. Stockholders’ Equity
	Common Stock				Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Amount		Capital			Income (Loss)			Deficit			Equity
Balances at December 31, 2025		197,697	$	2.0	$	1,016.4		$	1.2		$	(680.8	)	$	338.8
Stock-based compensation		—		—		2.9			—			—			2.9
Issuance of common stock under equity plans		212		—		—			—			—			—
Dividend payable		—		—		(3.0	)		—			—			(3.0	)
Cash settlement of share-based awards		—		—		(4.2	)		—			—			(4.2	)
Tax withheld related to RSU vesting		—		—		(0.2	)		—			—			(0.2	)
Other comprehensive loss		—		—		—			(3.1	)		—			(3.1	)
Net income		—		—		—			—			7.2			7.2
Balances at March 31, 2026		197,909	$	2.0	$	1,011.9		$	(1.9	)	$	(673.6	)	$	338.4


	Three Months Ended March 31, 2025
	(shares in thousands; dollars in millions)
	Total Emerald Holding, Inc. Stockholders’ Equity
	Common Stock					Additional Paid-in			Accumulated			Total Stockholders’
	Shares			Amount		Capital			Deficit			Equity
Balances at December 31, 2024		201,447		$	2.0	$	1,034.0		$	(650.1	)	$	385.9
Stock-based compensation		—			—		2.6			—			2.6
Dividends on common stock		—			—		(3.0	)		—			(3.0	)
Issuance of common stock under equity plans		179			—		0.1			—			0.1
Repurchase of common stock		(2,029	)		—		(8.8	)		—			(8.8	)
Net income and comprehensive income		—			—		—			15.3			15.3
Balances at March 31, 2025		199,597		$	2.0	$	1,024.9		$	(634.8	)	$	392.1

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Emerald Holding, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)


(in millions)	Three Months Ended March 31, 2026			Three Months Ended March 31, 2025
Operating activities
Net income	$	7.2		$	15.3
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation		2.9			2.6
Allowance for credit losses		0.3			0.3
Depreciation and amortization		8.1			6.4
Non-cash operating lease expense		0.9			0.6
Amortization of deferred financing fees and debt discount		0.3			0.7
Deferred income taxes		0.1			(0.9	)
Remeasurement of contingent consideration		17.9			3.1
Changes in operating assets and liabilities, net of effect of businesses acquired:
Trade and other receivables		(31.7	)		(34.7	)
Prepaid expenses and other assets		9.3			11.7
Accounts payable and other liabilities		7.3			16.5
Contingent consideration		—			(0.2	)
Income tax payable		1.4			7.0
Deferred revenues		5.9			(14.9	)
Operating lease liabilities		(1.2	)		(0.9	)
Net cash provided by operating activities		28.7			12.6
Investing activities
Acquisition of businesses, net of cash acquired		—			(19.6	)
Purchases of property and equipment		(0.2	)		(0.2	)
Purchases of intangible assets		(1.6	)		(1.6	)
Net cash used in investing activities		(1.8	)		(21.4	)
Financing activities
Payment of contingent consideration for acquisition of businesses		—			(0.4	)
Release of holdback related to prior business acquisition		(0.3	)		—
Proceeds from Second Amended and Restated Term Loan Facility		—			275.4
Repayment of principal on Previous Extended Term Loan Facility		—			(169.5	)
Repayment of principal on Second Amended and Restated Term Loan Facility		(1.3	)		—
Original issuance discount		—			(1.3	)
Fees paid for debt issuance		—			(1.7	)
Repurchase of common stock		—			(8.8	)
Cash settlement of share-based awards		(4.2	)		—
Dividends on common stock		—			(3.0	)
Proceeds from issuance of common stock under equity plans		—			0.1
Net cash (used in) provided by financing activities		(5.8	)		90.8
Effect of foreign exchange rates on cash and cash equivalents		(0.9	)		—
Net increase in cash and cash equivalents		20.2			82.0
Cash and cash equivalents
Beginning of period		100.9			194.8
End of period	$	121.1		$	276.8

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Emerald Holding, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)—Continued


(in millions)	Three Months Ended March 31, 2026		Three Months Ended March 31, 2025
Supplemental disclosure of non-cash investing and financing activities:
Unpaid capital expenditures	$	0.3	$	0.3
Second Amended and Restated Term Loan Facility	$	—	$	239.6
Previous Extended Term Loan Facility	$	—	$	(239.6	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Emerald Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Basis of Presentation

The unaudited condensed consolidated financial statements include the operations of Emerald Holding, Inc. (the “Company” or “Emerald”) and its wholly-owned subsidiaries. These unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for Interim Reporting. All intercompany transactions, accounts and profits/losses, if any, have been eliminated in the unaudited condensed consolidated financial statements. In the opinion of management, all recurring adjustments considered necessary for a fair statement of results for the interim period have been included.

These unaudited condensed consolidated financial statements do not include all disclosures required by GAAP, and therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the more detailed audited consolidated financial statements for the year ended December 31, 2025. The December 31, 2025 condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2025.

The results for the three months ended March 31, 2026 are not necessarily indicative of results to be expected for a full year, any other interim periods or any future year or period.

Reclassifications

Certain reclassifications have been made to prior year amounts to conform to the current year’s presentation.

Foreign Currency Translations

The financial results of the Company’s international operations are primarily measured using the local currency as the functional currency. Assets and liabilities recorded in foreign currencies are translated to the U.S. dollar, which is the reporting currency of the Company, at the exchange rate as of the date of the balance sheet. Revenue and expenses are translated using the average exchange rate during the month in which the transaction occurs. Translation adjustments resulting from this process are recorded in accumulated other comprehensive income (loss) in the accompanying consolidated statements of stockholders’ equity.

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 amends the capitalization guidance by removing all references to project stages throughout ASC 350-40 and by clarifying the thresholds entities apply to begin capitalizing costs. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and for interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact the adoption will have on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods with fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact the adoption will have on the disclosures within the Company’s consolidated financial statements.

There have been no other new accounting pronouncements that are expected to have a significant impact on the Company’s condensed consolidated financial statements or notes thereto.

Revenues

Revenue Recognition and Deferred Revenue

Revenue is recognized as the customer receives the benefit of the promised services and performance obligations are satisfied. Revenue is recognized at an amount that reflects the consideration the Company expects to receive in exchange for those services. Customers generally receive the benefit of the Company’s services upon the staging of each trade show or conference event and over the subscription period for access to the Company’s subscription software and services. Fees are typically invoiced and collected in-full prior to the trade show or event.

A significant portion of the Company’s annual revenue is generated from the Connections segment, primarily related to the production of trade shows and conference events (collectively, “trade shows”), including booth space sales, registration fees and sponsorship fees. The Company recognizes revenue in the period the trade show occurs. Trade show and other events revenues represented approximately 94.1% and 93.6% of total revenues for the three months ended March 31, 2026 and 2025, respectively.

Content revenues primarily consist of advertising sales for digital products and industry publications that complement the event properties, custom content agency revenues and subscription fees for educational and e-learning services. Advertising sales and custom content revenues are recognized in the period in which the custom content and digital products are provided or publications are issued. Subscription fees for educational and e-learning services are billed and collected at the subscription date. Typically, the fees charged are collected after the custom content and digital products are delivered or publications are issued.

Commerce revenues primarily consist of software-as-a-service subscription revenue, implementation fees and professional services. Subscription revenue is generally recognized over the term of the contract. Fees associated with implementation are deferred and recognized over the expected customer life, which is four years. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days.

Deferred revenues generally consist of booth space sales, registration fees and sponsorship fees that are invoiced prior to a trade show, as well as upfront payments for software subscription fees, professional services and implementation fees for the Company’s subscription software and services. Current deferred revenues were $224.3 million and $219.2 million as of March 31, 2026 and December 31, 2025, respectively, and are reported as deferred revenues on the condensed consolidated balance sheets. Long-term deferred revenues as of March 31, 2026 were $1.4 million and are reported as other noncurrent liabilities on the condensed consolidated balance sheets. Long-term deferred revenues as of December 31, 2025 were immaterial. During the three months ended March 31, 2026, the Company recognized revenues of $104.0 million from amounts included in deferred revenue at the beginning of the respective period.

Contract liabilities less than one year from the date of the performance obligation are reported on the condensed consolidated balance sheets as deferred revenues. Contract liabilities greater than one year from the date of the performance obligation are reported on the condensed consolidated balance sheets in other noncurrent liabilities.

Performance Obligations

For the Company’s trade shows and other events, sales are deferred and recognized when performance obligations under the terms of a contract with the Company’s customers are satisfied, which is typically at the completion of a show or event. Revenue is measured as the amount of consideration the Company earns upon completion of its performance obligations.

For the Company’s commerce offerings, the Company may enter into contracts with customers that include multiple performance obligations, which are generally capable of being distinct. Fees associated with implementation and related professional services are deferred and recognized over the expected customer life, which is four years. Subscription revenue is recognized over the term of the contract. The Company’s contracts associated with subscription software and services are generally three-year terms with one-year renewals following the initial three-year term.

For the Company’s content offerings, revenues are deferred and recognized when performance obligations under the terms of a contract with the Company’s customers are satisfied. This generally occurs in the period in which the publications are issued. Revenue is measured as the amount of consideration the Company earns upon completion of its performance obligations.

The Company applies a practical expedient which allows the exclusion of disclosure information regarding remaining performance obligations if the performance obligation is part of a contract that has an expected duration of one year or less. The Company’s performance obligations greater than one year were $1.4 million as of March 31, 2026.

Disaggregation of Revenue

The following table represents revenues disaggregated by type:


	Three Months Ended March 31,
	2026		2025
Revenues	(in millions)
Connections	$	146.2	$	138.3
Content		3.7		4.2
Commerce		5.5		5.2
Total revenues	$	155.4	$	147.7

Accounts Receivable

The Company monitors collections and payments from its customers and maintains an allowance based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar higher risk customers adjusted for current conditions, including any specific customer collection issues identified, and forecasts of economic conditions. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The activities in this account, including the current-period provision for expected credit losses for the three months ended March 31, 2026 and 2025, were not material. Account balances written off during the three months ended March 31, 2026 and 2025 were $0.5 million and not material, respectively.

Business Acquisitions

There was no acquisition activity during the three months ended March 31, 2026.

Supplemental Pro-Forma Information

Supplemental information on an unaudited pro-forma basis is reflected as if the 2025 acquisitions of Generis Group, This Is Beyond and Insurtech had occurred at the beginning of 2024, after giving effect to certain pro-forma adjustments primarily related to the amortization of acquired intangible assets and related income tax effects. The unaudited pro-forma supplemental information is based on estimates and assumptions that the Company believes are reasonable and reflects amortization of intangible assets as a result of the acquisition. Pro forma net income (loss) has been tax affected based on the Company’s effective tax rate in the historical periods presented. The supplemental unaudited pro-forma financial information is presented for comparative purposes only. It is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the Company completed the acquisition at the dates indicated, nor is it intended to project the future financial position or operating results of the combined Company. Further, the supplemental pro-forma information has not been adjusted for show timing differences or discontinued events.


	Three Months Ended March 31,
	2025
(in millions)	(Unaudited)
Pro-forma revenues(1)
Generis Group	$	2.8
Emerald revenue		147.7
Total pro-forma revenues	$	150.5

Pro-forma net (loss) income
Generis Group	$	(0.3	)
This is Beyond		(2.6	)
Insurtech		(0.7	)
Emerald net income		15.3
Total pro-forma net income	$	11.7

(1)

Pro-forma revenues from the Insurtech and This is Beyond acquisitions were not material to the three months ended March 31, 2025.

Property and Equipment

Property and equipment, net, consisted of the following:


(in millions)	March 31, 2026			December 31, 2025
Furniture, equipment and other	$	7.1		$	7.0
Leasehold improvements		1.4			1.4
		8.5			8.4
Less: Accumulated depreciation		(6.5	)		(6.3	)
Property and equipment, net	$	2.0		$	2.1

Depreciation expense related to property and equipment for the three months ended March 31, 2026 and 2025 was immaterial.

Intangible Assets and Goodwill

Intangible Assets, Net

Intangible assets, net consisted of the following:


(in millions)	Indefinite- lived trade names		Customer relationship intangibles			Definite- lived trade names			Acquired Technology			Acquired Content			Computer software			Capitalized software in progress		Total Intangible Assets
Gross carrying amount at March 31, 2026	$	45.7	$	391.4		$	111.9		$	8.4		$	2.6		$	54.4		$	2.4	$	616.8
Accumulated amortization		—		(359.9	)		(36.3	)		(6.8	)		(2.0	)		(37.1	)		—		(442.1	)
Net carrying amount at March 31, 2026	$	45.7	$	31.5		$	75.6		$	1.6		$	0.6		$	17.3		$	2.4	$	174.7

Gross carrying amount at December 31, 2025	$	45.7	$	391.9		$	112.2		$	8.4		$	2.6		$	52.9		$	1.9	$	615.6
Accumulated amortization		—		(356.7	)		(34.4	)		(6.6	)		(1.8	)		(34.7	)		—		(434.2	)
Net carrying amount at December 31, 2025	$	45.7	$	35.2		$	77.8		$	1.8		$	0.8		$	18.2		$	1.9	$	181.4

Amortization expense for the three months ended March 31, 2026 and 2025 was $7.9 million and $6.2 million, respectively.

Goodwill

The table below summarizes the changes in the carrying amount of goodwill for each reportable segment:


	Reportable Segment
(in millions)	Connections			All Other		Total
Balance at December 31, 2025	$	748.0		$	35.6	$	783.6
Foreign currency translation		(3.3	)		—		(3.3	)
Balance at March 31, 2026	$	744.7		$	35.6	$	780.3

Debt

Debt is comprised of the following indebtedness to various lenders:


(in millions)	March 31, 2026		December 31, 2025
Second Amended and Restated Term Loan Facility due 2032, net(a)	$	502.7	$	503.8
Less: Current maturities		5.2		5.2
Long-term debt, net of current maturities, debt discount and deferred financing fees	$	497.5	$	498.6

(a)

The Second Amended and Restated Term Loan Facility (as defined below) with interest at SOFR plus 3.25% as of March 31, 2026 and December 31, 2025 (equal to 6.92% and 6.97% at March 31, 2026 and December 31, 2025, respectively), scheduled to mature on January 30, 2032, was recorded net of unamortized discount of $6.5 million and net of unamortized deferred financing fees of $1.9 million as of March 31, 2026. The Second Amended and Restated Term Loan Facility as of December 31, 2025 was recorded net of unamortized discount of $6.7 million and net of unamortized deferred financing fees of $2.0 million. The fair market value of the Company’s debt under the Second Amended and Restated Term Loan Facility was $511.3 million as of March 31, 2026.

Second Amended and Restated Senior Secured Credit Facilities

On January 30, 2025, Emerald X, Inc. (“Emerald X”), a wholly-owned subsidiary of the Company, entered into the second amended and restated senior secured credit facilities with a syndicate of lenders and Bank of America, N.A., as administrative agent (the “Second Amended and Restated Senior Secured Credit Facilities”), providing for (i) a seven-year $515.0 million term loan facility (the “Second Amended and Restated Term Loan Facility”), scheduled to mature on January 30, 2032 and (ii) a $110.0 million revolving credit facility (the “Second Amended and Restated Revolving Credit Facility”), scheduled to mature on January 30, 2030. The aggregate outstanding principal amount of the Second Amended and Restated Term Loan Facility was approximately $511.1 million as of March 31, 2026.

On August 13, 2025, Emerald X entered into the first amendment (“Amendment No. 1”) to the Second Amended and Restated Senior Secured Credit Facilities. Amendment No. 1 reduced the applicable margin with respect to the existing term loans by refinancing in full such existing term loans with new term loans.

Rates and Fees

Prior to giving effect to Amendment No.1, Term Loans under the Second Amended and Restated Senior Secured Credit Facilities bore interest at a rate equal to, at Emerald X’s option, either:

•

a base rate equal to the greatest of: (i) the administrative agent’s prime rate; (ii) the federal funds effective rate plus 50 basis points and (iii) one-month Term SOFR plus 1.00%; in each case plus 2.75%, or

•

Term SOFR plus 3.75%;

After giving effect to Amendment No.1, the interest rate was decreased by 0.50% with a further 0.25% decrease for so long as Emerald X achieves a public corporate family rating by Moody’s of at least B1.

Revolving Loans under the Second Amended and Restated Senior Secured Credit Facilities bear interest at a rate equal to, at Emerald X’s option, either:

•

a base rate equal to the greatest of: (i) the administrative agent’s prime rate; (ii) the federal funds effective rate plus 50 basis points and (iii) one month Term SOFR plus 1.00%; in each case plus 1.25%, or

•

Term SOFR plus 2.25%;

in each case of any Revolving Loans, subject to one step-up of 0.25% if the Total First Lien Net Leverage Ratio (as defined in the Second Amended and Restated Senior Secured Credit Facilities) exceeds 2.50 to 1.00 and one additional step-up of 0.25% if the Total First Lien Net Leverage Ratio exceeds 2.75 to 1.00.

The Second Amended and Restated Revolving Credit Facility is subject to payment of a commitment fee of 0.25% per annum, calculated on the unused portion of the facility, which may be increased to 0.375% if the Total First Lien Net Leverage Ratio exceeds 3.00 to 1.00 and to 0.50% if the Total First Lien Net Leverage Ratio exceeds 3.50 to 1.00. Upon the issuance of letters of credit under the Second Amended and Restated Senior Secured Credit Facilities, Emerald X is required to pay fronting fees, customary issuance and administration fees and a letter of credit fee equal to the then-applicable margin (as determined by reference to Term SOFR) for the Second Amended and Restated Revolving Credit Facility. Emerald X had no outstanding borrowings under the revolving portion of its Second Amended and Restated Revolving Credit Facility as of March 31, 2026 and December 31, 2025. As of March 31, 2026 and December 31, 2025, Emerald X had $0.5 million in stand-by letters of credit outstanding under the Second Amended and Restated Revolving Credit Facility.

Payments and Commitment Reductions

The Second Amended and Restated Term Loan Facility requires scheduled quarterly payments, each equal to 0.25% of the original principal amount of the loans made under the Second Amended and Restated Term Loan Facility.

The Second Amended and Restated Senior Secured Credit Facilities require certain mandatory prepayments of outstanding loans under the Second Amended and Restated Term Loan Facility, subject to certain exceptions and step-downs, based on (i) a percentage of net cash proceeds of certain asset sales and casualty and condemnation events in excess of certain thresholds (subject to certain reinvestment rights), (ii) net cash proceeds of any issuance of debt, excluding permitted debt issuances and (iii) a percentage of Excess Cash Flow (as defined in the Second Amended and Restated Senior Secured Credit Facilities) in excess of certain thresholds during a fiscal year.

Guarantees, Collateral, Covenants and Events of Default

All obligations under the Second Amended and Restated Senior Secured Credit Facilities are guaranteed by Emerald X’s direct parent company and, subject to certain exceptions, substantially all of Emerald X’s direct and indirect wholly-owned domestic subsidiaries, and such obligations and the related guarantees are secured by a perfected first priority security interest in substantially all tangible and intangible assets owned by Emerald X or by any guarantor.

The Second Amended and Restated Senior Secured Credit Facilities contain customary incurrence-based negative covenants, including limitations on indebtedness; limitations on liens; limitations on certain fundamental changes (including, without limitation, mergers, consolidations, liquidations and dissolutions); limitations on asset sales; limitations on dividends and other restricted payments; limitations on investments, loans and advances; limitations on payments, repayments and modifications of subordinated indebtedness; limitations on changes in fiscal periods; limitations on agreements restricting liens and/or dividends; and limitations on changes in lines of business.

In addition, the Second Amended and Restated Revolving Credit Facility contains a financial covenant requiring Emerald X to comply with a 5.50 to 1.00 Total First Lien Net Leverage Ratio. This financial covenant is tested quarterly only if the aggregate amount of revolving loans, swingline loans and letters of credit outstanding under the Second Amended and Restated Revolving Credit Facility (net of up to $10.0 million of outstanding letters of credit and collateralized letters of credit) exceeds 35% of the total commitments thereunder. As of March 31, 2026, the Company was not required to test this financial covenant and Emerald X was in compliance with all covenants under the Second Amended and Restated Senior Secured Credit Facilities.

Events of default under the Second Amended and Restated Senior Secured Credit Facilities include, among others and subject to certain customary exceptions and limitations, nonpayment of principal when due; nonpayment of interest, fees or other amounts; cross-defaults; covenant defaults; material inaccuracy of representations and warranties; certain bankruptcy and insolvency events; material unsatisfied or unstayed judgments; certain ERISA events; change of control; or actual or asserted invalidity of any guarantee or security document.

Interest Expense

Interest expense reported in the condensed consolidated statements of income consists of the following:


	Three Months Ended March 31,
(in millions)	2026		2025
Second Amended and Restated Term Loan Facility	$	9.0	$	10.2
Second Amended and Restated Term Loan Facility third-party fees		—		6.4
Non-cash interest for amortization of debt discount and debt issuance costs		0.3		0.7
Revolving credit facility interest and commitment fees		0.1		0.1
Total interest expense	$	9.4	$	17.4

The effective interest rate for the term loan under the Second Amended and Restated Senior Secured Credit Facilities at March 31, 2026 and December 31, 2025, after giving effect to Amendment No. 1 thereto, was 7.28% and 7.32%, respectively.

Fair Value Measurements and Financial Risk

As of March 31, 2026, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below:


(in millions)	Total		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	117.0	$	117.0	$	—	$	—
Money market mutual funds(a)		4.1		4.1		—		—
Total assets at fair value	$	121.1	$	121.1	$	—	$	—

Liabilities
Market-based share awards liability(b)	$	0.5	$	—	$	—	$	0.5
Contingent consideration(b)		91.9		—		—		91.9
Total liabilities at fair value	$	92.4	$	—	$	—	$	92.4

(a)

The Company’s money market mutual funds of $4.1 million as of March 31, 2026 are included within cash and cash equivalents in the condensed consolidated balance sheets. The money market mutual funds are traded in active markets and quoted in broker or dealer quotations and are classified as Level 1 assets. The fair value of the Company’s money market mutual funds is based on unadjusted quoted prices on the reporting date.

(b)

The market-based share awards liability of $0.5 million as of March 31, 2026 is included within other noncurrent liabilities in the condensed consolidated balance sheets. The fair value of the Company’s market-based share awards and contingent consideration are derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions. Contingent consideration of $11.9 million as of March 31, 2026 is included within contingent consideration in the condensed consolidated balance sheets and contingent consideration of $80.0 million is included within other noncurrent liabilities in the condensed consolidated balance sheets.

As of December 31, 2025, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below:


(in millions)	Total		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	96.8	$	96.8	$	—	$	—
Money market mutual funds(a)		4.1		4.1		—		—
Total assets at fair value	$	100.9	$	100.9	$	—	$	—

Liabilities
Market-based share awards liability(b)	$	0.5	$	—	$	—	$	0.5
Contingent consideration(b)		75.1		—		—		75.1
Total liabilities at fair value	$	75.6	$	—	$	—	$	75.6

(a)

The Company’s money market mutual funds are based on the closing price of these assets as of the reporting date. The fair value of the Company’s money market mutual funds is based on unadjusted quoted prices on the reporting date. The Company’s money market mutual funds are quoted in an active market and classified as Level 1 assets.

(b)

Included within other noncurrent liabilities in the consolidated balance sheet. The fair value of the Company’s market-based share awards and contingent consideration are derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions.

Contingent Consideration

Certain of the Company’s acquisition agreements include contingent consideration arrangements, which are generally based on the achievement of future performance thresholds. The Company estimates the fair value of contingent consideration payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability. Contingent consideration liabilities are re-measured to fair value each reporting period and such changes are reported in selling, general and administrative expense in the condensed consolidated statements of income.

The change in fair value of the Company’s contingent consideration liabilities consists of the following activity:


	Three Months Ended March 31,
(in millions)	2026
Balance at December 31, 2025	$	75.1
Fair value remeasurement adjustments		17.9
Foreign currency translation adjustments		(1.1	)
Balance at March 31, 2026	$	91.9

Financial Risk

The Company’s condensed consolidated financial statements reflect estimates and assumptions made by management that affect the reported amount of assets and liabilities.

Stockholders’ Equity

Dividends

On March 12, 2026, the Company’s Board of Directors (the “Board”) declared a dividend for the quarter ending March 31, 2026 of $0.015 per share payable on April 2, 2026 to holders of the Company’s common stock as of March 23, 2026. As of March 31, 2026, the Company recorded a dividend payable of $3.0 million which is included within accounts payable and other current liabilities in the condensed consolidated balance sheets.

Dividend activity for the first quarter of 2025 was as follows:


(dollars in millions, except per share values)	Three Months Ended March 31, 2025
Dividend declared on	February 25, 2025
Stockholders of record on	March 10, 2025
Dividend paid on	March 18, 2025
Dividend per share	$	0.0150
Cash dividend paid	$	3.0

Share Repurchases

October 2024 Share Repurchase Program Extension and Expansion

On October 29, 2024, the Board approved an extension and expansion of its share repurchase program, which allowed for the repurchase of up to $25.0 million of the Company’s common stock through December 31, 2025, subject to early termination or extension by the Board. The Company repurchased 2,029,445 shares for $8.8 million during the three months ended March 31, 2025 under this repurchase program.

April 2025 Share Repurchase Program Expansion

On April 30, 2025, the Board approved a further expansion of its share repurchase program, which allowed for the repurchase of up to $25.0 million of the Company’s common stock through December 31, 2025, subject to early termination or extension by the Board.

October 2025 Share Repurchase Program Extension and Expansion (“October 2025 Share Repurchase Program”)

On October 30, 2025, the Board approved an extension and expansion of its share repurchase program, which allows for the repurchase of up to $25.0 million of the Company’s common stock through December 31, 2026, subject to early termination or extension by the Board. The Company did not repurchase any shares during the three months ended March 31, 2026 under this extension and expansion. There was $24.6 million remaining available for share repurchases under the October 2025 Share Repurchase Program as of March 31, 2026. The share repurchase program may be suspended or discontinued at any time without notice.

Accumulated Other Comprehensive Income (Loss)

The Company reports other comprehensive income (loss) and its components in its condensed consolidated financial statements. Comprehensive income (loss) consists of net income (loss) and foreign currency translation adjustments affecting stockholders’ equity that, under U.S. GAAP, is excluded from net income (loss). The following table summarizes the changes in accumulated balances of other comprehensive income (loss) for the three months ended March 31, 2026:


(in millions)	Foreign Currency Translation Adjustments
Balances as of December 31, 2025	$	1.2
Other comprehensive income (loss) before reclassifications, net		(3.1	)
Net change in accumulated other comprehensive income (loss)		(3.1	)
Balances as of March 31, 2026	$	(1.9	)

10.

Stock-Based Compensation

The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period is probable of being satisfied. Stock-based compensation expense is included in selling, general and administrative expense in the condensed consolidated statements of income. The related deferred tax benefit for stock-based compensation recognized was $0.6 million and $0.5 million for the three months ended March 31, 2026 and 2025, respectively.

Stock Options

The Company recognized stock-based compensation expense relating to stock option activity of $1.8 million and $1.7 million for the three months ended March 31, 2026 and 2025, respectively.

Stock option activity for the three months ended March 31, 2026, was as follows:


				Weighted-Average
	Number of Options			Exercise Price per Option		Remaining Contractual Term		Aggregate Intrinsic Value
	(thousands)					(years)		(millions)
Outstanding at December 31, 2025		16,336		$	5.69		6.2	$	4.7
Granted		20			4.30
Exercised		(1	)		3.81
Forfeited/Expired		(29	)		8.60
Outstanding at March 31, 2026		16,326		$	5.68		5.9	$	5.0
Exercisable at March 31, 2026		12,252		$	6.19		5.4	$	2.8

There was a total of $4.6 million unrecognized stock-based compensation expense at March 31, 2026 related to unvested stock options expected to be recognized over a weighted-average period of 1.17 years.

Restricted Stock Units (“RSUs”)

The Company grants RSUs that contain service conditions to certain executives and employees. The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period is probable of being satisfied. Stock-based compensation expense relating to RSU activity recognized in the three months ended March 31, 2026 and 2025 was $1.1 million and $0.9 million, respectively. There was a total of $4.3 million of unrecognized stock-based compensation expense at March 31, 2026 related to unvested RSUs expected to be recognized over a weighted-average period of 1.7 years.

During the three months ended March 31, 2026, upon vesting, the Company settled certain RSUs that were granted in 2025 in exchange for cash. The awards were classified as equity awards from the grant date as they were intended to be settled in shares. The Company has no history or stated policy of settling such awards in cash, and there is no implied obligation to do so in the future. The total cash outflow related to this settlement was $4.2 million.

RSU activity for the three months ended March 31, 2026, was as follows:


(share data in thousands, except per share data)	Number of RSUs (share data in thousands)			Weighted Average Grant Date Fair Value per Share
Unvested balance, December 31, 2025		2,924		$	4.17
Granted		140			4.30
Forfeited		(37	)		4.13
Vested		(1,150	)		4.22
Unvested balance, March 31, 2026		1,877		$	4.15

11.

Earnings Per Share

Basic earnings per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding options, using the treasury stock method and the average market price of the Company’s common stock during the applicable period. Certain shares related to some of the Company’s outstanding employee share awards were excluded from the computation of diluted earnings per share because they were antidilutive in the periods presented but could be dilutive in the future. Performance-based market condition share awards are considered contingently issuable shares, which would be included in the denominator for earnings per share if the applicable market conditions have been achieved, and the inclusion of any performance-based market condition share awards is dilutive for the respective reporting periods. For the three months ended March 31, 2026 and 2025, unvested performance-based market condition share awards were excluded from the calculation of diluted earnings per share because the market conditions had not been met.

The details of the computation of basic and diluted earnings per common share are as follows:


	Three Months Ended March 31,
(dollars in millions, share data in thousands except earnings per share)	2026		2025
Net income attributable to Emerald Holding, Inc.	$	7.2	$	15.3
Weighted average common shares outstanding		197,811		200,596
Basic income per share	$	0.04	$	0.08
Dilutive effect of stock options		1,679		245
Diluted weighted average common shares outstanding		199,490		200,841
Diluted income per share	$	0.04	$	0.08
Anti-dilutive employee share awards excluded from diluted earnings per share calculation		9,746		17,985

12.

Income Taxes

The Company determines its interim income tax provision by applying the estimated effective income tax rate expected to be applicable for the full fiscal year to the income before income taxes for the period. In determining the full year effective tax rate estimate, the Company does not include the estimated impact of unusual and/or infrequent items, which may cause significant variations in the expected relationship between income tax expense (benefit) and pre-tax income (loss). These unusual and/or infrequent items are included in the period in which they occur after applying the effective tax rate that does not include these items. Significant judgment is exercised in determining the income tax provision due to transactions, credits and estimates where the ultimate tax determination is uncertain.

The Company’s U.S. federal statutory corporate income tax rate was 21% as of March 31, 2026. For the three months ended March 31, 2026 and 2025, the Company recorded a provision for income taxes of $3.2 million and $5.4 million, respectively, which resulted in an effective tax rate of 30.8% and 26.1%, respectively. The differences between the U.S. federal statutory and effective tax rates are primarily attributable to changes in valuation allowances, state taxes, global intangible low-taxed income and nondeductible cost for contingent liabilities.

Liabilities for unrecognized tax benefits were $2.6 million as of March 31, 2026 and December 31, 2025, and are included within other noncurrent liabilities in the condensed consolidated balance sheets. Associated interest and penalties were not significant as of March 31, 2026 and December 31, 2025.

13.

Commitments and Contingencies

Leases and Other Contractual Arrangements

The Company has entered into operating leases for office space and office equipment and other contractual obligations primarily to secure venues for the Company’s trade shows and events. These agreements are not unilaterally cancellable by the Company, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices.

Legal Proceedings and Contingencies

The Company is subject to litigation and other claims in the ordinary course of business. In the opinion of management, the Company’s liability, if any, arising from regulatory matters and legal proceedings related to these matters is not expected to have a material adverse impact on the Company’s condensed consolidated balance sheets, results of operations or cash flows.

In the opinion of management, there are no claims, commitments or guarantees pending to which the Company is party that would have a material adverse effect on the condensed consolidated financial statements.

14.

Segment Information

The Company determines an operating segment if a component (i) engages in business activities from which it earns revenues and incurs expenses, (ii) has discrete financial information, and is (iii) regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is the Chief Executive Officer, to make decisions regarding resource allocation for the segment and assess its performance. Once operating segments are identified, the Company performs an analysis to determine if aggregation of operating segments is applicable.

The CODM evaluates performance based on the results of three business lines, which represent the Company’s three operating segments. The Connections segment is the only operating segment which meets the criteria to be classified as a reportable segment. The Connections reportable segment includes all of Emerald’s trade shows and other live events. The other two operating segments, which provide diverse media services and e-commerce software solutions, did not meet the quantitative thresholds of a reportable segment and did not meet the aggregation criteria set forth in Accounting Standards Codification 280 (“ASC 280”), Segment Reporting and as such are referred to as “All Other.”

Operating segment performance is evaluated by the Company’s CODM based on Adjusted EBITDA, defined as EBITDA exclusive of stock-based compensation expense, impairments and other items. These adjustments are primarily related to items that are managed on a consolidated basis at the corporate level. The exclusion of such charges from each segment is consistent with how the CODM evaluates segment performance.

The following table presents a reconciliation of reportable segment revenues and Adjusted EBITDA to net income before income taxes:


	Three Months Ended March 31,
(in millions)	2026			2025
Revenues
Connections Segment	$	146.2		$	138.3
All Other Category		9.2			9.4
Total revenues	$	155.4		$	147.7

Connections Segment expenses
Cost of Revenues	$	53.8		$	48.8
Selling, general and administrative		25.9			23.4
Total expenses	$	79.7		$	72.2

Adjusted EBITDA
Connections Segment	$	66.5		$	66.2
Segment Adjusted EBITDA	$	66.5		$	66.2

All Other Category Adjusted EBITDA	$	1.8		$	0.7
General corporate and other expenses(1)		(15.6	)		(13.3	)
Interest expense, net		(9.1	)		(15.1	)
Depreciation and amortization expense		(8.1	)		(6.4	)
Stock-based compensation expense		(2.9	)		(2.6	)
Remeasurement of contingent consideration		(17.9	)		(3.1	)
Other items(2)		(4.3	)		(5.7	)
Income before income taxes	$	10.4		$	20.7

(1)

General corporate and other expenses are primarily related to corporate level expenditures.

(2)

Other items for the three months ended March 31, 2026 included: (i) $0.7 million in acquisition-related transaction costs; (ii) $2.2 million in acquisition-related integration and restructuring-related transition costs; and (iii) $1.4 million in non-recurring legal, audit and consulting fees. Other items for the three months ended March 31, 2025 included: (i) $3.7 million in acquisition-related transaction costs; (ii) $0.6 million in acquisition-related integration and restructuring-related transition costs; and (iii) $1.4 million in non-recurring legal, audit and consulting fees.

The following table presents reportable and non-reportable segment cost of revenues and selling, general and administrative expenses:


	Three Months Ended March 31,
(in millions)	2026		2025
Cost of revenues
Connections Segment	$	53.8	$	48.8
All Other Category		2.1		2.6
Total cost of revenues	$	55.9	$	51.4

Selling, general and administrative expenses
Connections Segment	$	25.9	$	23.4
All Other Category		5.3		6.1
Corporate		15.6		13.3
Other items(1)		25.1		11.3
Total selling, general and administrative expenses	$	71.9	$	54.1

(1)

Other items included in cost of revenues and selling, general and administrative expenses relate to one-time adjustments that are considered to not be indicative of ongoing segment operative performance.

The Company’s CODM does not receive information with a measure of total assets or capital expenditures for each operating segment as this information is not used for the evaluation of operating segment performance as the Company’s operations are not capital intensive. Capital expenditure information is provided to the CODM on a consolidated basis. Therefore, the Company has not provided asset and capital expenditure information by reportable segment. Intersegment revenues were immaterial for the three months ended March 31, 2026 and 2025. For the three months ended March 31, 2026 and 2025, revenues were derived from transactions in the following countries:


	Three Months Ended March 31,
(in millions)	2026		2025
Revenues
United States	$	144.9	$	141.0
All other countries		10.5		6.7
Total revenues	$	155.4	$	147.7

15.

Related Party Transactions

Investment funds affiliated with Onex Corporation owned approximately 93.2% of the Company’s common stock as of March 31, 2026. Affiliates of Onex Corporation held a 93.0% ownership position in Convex Group Ltd. (“Convex”), which is one of the insurers in the syndicate that provides the Company’s insurance coverage. The Company made no payments to Convex during the three months ended March 31, 2026 and 2025.

16.

Subsequent Events

On May 8, 2026, the Board declared a dividend for the quarter ending June 30, 2026 of $0.015 per share payable on June 1, 2026 to holders of record of the Company’s common stock on May 21, 2026.

Merger Agreement

On May 9, 2026, 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.. 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”).

On May 9, 2026, following the execution of the Merger Agreement, the Onex Stockholders adopted the Merger Agreement and approved the transactions contemplated thereby, including the Merger, by written consent (the “Written Consent”).

Simultaneously with the execution of the Merger Agreement, on May 9, 2026, the Company entered into a support agreement with Parent, Merger Sub and the Onex Stockholders (the “Support Agreement”), pursuant to which the Onex Stockholders agreed, among other things, (i) to deliver the Written Consent, (ii) to vote their shares of Common Stock in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) to vote their shares of Common Stock against any alternative acquisition proposals and (iv) to abide by certain confidentiality and, with respect to employees, non-solicitation restrictions for two years following the closing of the Merger. The Support Agreement will automatically terminate if the Merger Agreement is terminated in accordance with its terms.

Upon the effective time of the Merger (the “Effective Time”), each share of the Company’s 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.

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 an information statement by the Company to its stockholders, (iii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 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. There can be no assurance that any such conditions will be met on a timely basis, or at all.

If the Merger is consummated, the Company’s Common Stock will be delisted from The New York Stock Exchange and deregistered under the Exchange Act.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion and analysis of the financial condition and results of our operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes of Emerald Holding, Inc. included in Item 1 of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and the related notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), as filed with the SEC. You should review the disclosures under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors” in the Annual Report, for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. All references to “Emerald,” the “Company,” “us,” “we,” “our,” and all similar expressions are references to Emerald Holding, Inc., together with its consolidated subsidiaries, unless otherwise expressly stated or the context otherwise requires.

Recent Events

Dividend

On May 8, 2026, the Company’s board of directors declared a dividend for the quarter ending June 30, 2026 of $0.015 per share payable on June 1, 2026 to holders of record of the Company’s common stock on May 21, 2026.

Overview

Emerald is a leading business-to-business event organizer principally in the United States, with expanding operations in the U.K. and international markets. Leveraging our shows as key market-driven platforms, we deliver live events, including trade shows, conferences, B2C showcases, and executive peer networks, supported by media content, industry insights, digital tools, and data-driven solutions that enhance the live experience and extend customer engagement. Emerald strives to build its customers’ businesses by creating opportunities that deliver measurable results.

All of our trade show franchises typically hold market-leading positions within their respective industry verticals, with significant brand value established over a long period of time. Each of our shows is scheduled to stage at least annually, with certain franchises offering multiple editions per year. As our shows are frequently the largest and most well attended in their respective industry, we are able to attract high-quality attendees, including those who have the authority to make purchasing decisions on the spot or subsequent to the show. The participation of these attendees makes our trade shows “must-attend” events for our exhibitors, further reinforcing the leading positions of our trade shows within their respective industry verticals. Our attendees use our shows to fulfill procurement needs, source new suppliers, reconnect with existing suppliers, identify trends, learn about new products and network with industry peers, which we believe are factors that make our shows difficult to replace with non-face-to-face events. Our portfolio of trade shows is well-balanced and diversified across both industry sectors and customers.

In addition to organizing our trade shows, conferences, B2C showcases and other events, we also operate content and content-marketing websites, related digital products, and produce B2B print publications, each of which is aligned with a specific sector for which we organize an event. We also offer business-to-business commerce and digital merchandising solutions, serving the needs of manufacturers and retailers, through our Elastic Suite platform. In addition to their respective revenues, these products complement our live events and provide us year-round channels of customer acquisition and development.

Reportable Segments

As described in Note 14, Segment Information, our business is organized into one reportable segment, consistent with the information provided to our Chief Executive Officer, who is considered the chief operating decision-maker (“CODM”). The CODM evaluates performance based on the results of our Connections, Content and Commerce business lines, which represent our three operating segments. The Connections segment is primarily comprised of Emerald’s trade shows and other live events. The remaining two operating segments do not meet the quantitative thresholds to be considered reportable segments and are included in the “All Other” category. In addition, we have a “Corporate-Level Activities” category consisting of finance, legal, information technology and administrative functions.

The following discussion provides additional detailed disclosure for the one reportable segment, the “All Other” category and the “Corporate-Level Activity” category:

Connections: This segment includes all of Emerald’s trade shows and other live events that provide exhibitors opportunities to influence their market, engage with significant buyers, generate incremental sales and expand their brand’s awareness in their industry.

All Other: This category consists of Emerald’s remaining operating segments, which provide diverse media platforms and services and e-commerce software solutions, but are not aggregated with the reportable segment. Each of the operating segments in the All Other category do not meet the criteria to be a separate reportable segment.

Corporate-Level Activity: This category consists of Emerald’s finance, legal, information technology and administrative functions.

Organic Growth Drivers

We are primarily focused on generating organic growth by understanding and leveraging the drivers for increased exhibitor and attendee participation at trade shows and providing year-round services that provide incremental value to those customers. Creating new opportunities for exhibitors to influence their market, engage with significant buyers, generate incremental sales and expand their brand’s awareness in their industry builds further demand for exhibit space and strengthens the value proposition of a trade show, which generally allows us to modestly increase booth space pricing annually across our portfolio. At the same time, our trade shows provide attendees with the opportunity to enhance their industry connectivity, develop relationships with targeted suppliers and distributors, discover new products, learn about new industry developments, celebrate their industry’s achievements and, in certain cases, obtain continuing professional education credits, which we believe increases their propensity to return and, consequently, drives high recurring participation among our exhibitors. By investing in and promoting these tangible and return-on-investment linked outcomes, we believe we will be able to continue to enhance the value proposition for our exhibitors and attendees alike, thereby driving strong demand and premium pricing for exhibit space, sponsorship opportunities and attendee registration.

Acquisitions

We are also focused on growing our national footprint through the acquisition of high-quality events that are leaders in their specific industry verticals. Historically, we have completed acquisitions at earnings before interest, taxes, depreciation, and amortization (“EBITDA”) purchase multiples that are typically in the mid-to-high single digits. Our U.S.-based acquisitions have typically been structured as asset deals that have resulted in the generation of definite-lived tax assets, which in turn have reduced our purchase multiples when incorporating the value of the created tax assets. In the future, we intend to look for acquisitions with similarly attractive valuation multiples.

Trends and Other Factors Affecting Our Business

There are a number of existing and developing factors and trends which impact the performance of our business, and the comparability of our results from year to year and from quarter to quarter, including:

•

Market Fragmentation — The trade show industry is highly fragmented, with the five largest companies, including Emerald, comprising only 8% of the wider U.S. market according to the International Globex Report 2023. This has afforded us the opportunity to acquire other trade show businesses, a growth opportunity we expect to continue pursuing. These acquisitions may affect our growth trends, impacting the comparability of our financial results on a year-over-year basis.

•

Overall Economic Environment and Industry Sector Cyclicality — Our results of operations are correlated, in part, with the economic performance of the industry sectors that our trade shows serve, as well as the state of the overall economy, which may be affected by factors such as inflation and supply chain interruption. Overall economic conditions and inflationary pressure may also affect exhibitors’ or attendees’ willingness or ability to travel to attend our in-person events.

•

Increases in Inflation and Interest Rates — Heightened levels of inflation present risk for us in terms of increased labor costs, venue costs and other expenses that may not be able to be passed on to customers through increased pricing. In addition, due to inflationary pressures, continued high interest rates relative to historical low rates may increase our financing and borrowing costs on new and existing debt.

•

Lag Time — As the majority of our exhibit space is sold during the twelve months prior to each trade show, there is often a timing difference between changes in the economic conditions of an industry sector vertical and their effect on our results of operations. This lag time can result in a counter-cyclical impact on our results of operations.

•

Variability in Quarterly Results — Our business is seasonal, with trade show revenues typically reaching their highest levels during the first and fourth quarters of each calendar year, entirely due to the timing of our trade shows. This seasonality is typical within the trade show industry. However, as a result of outside circumstances such as cancellations or interruptions resulting from natural or manmade disasters, including severe weather events or outbreaks of communicable diseases (e.g., COVID-19), future results may not align with this historical trend. Since event revenue is recognized when a particular event is held, we may also experience fluctuations in quarterly revenue and cash flows based on the movement of annual trade show dates from one quarter to another. Our presentation of Adjusted EBITDA and Organic revenue accounts for these quarterly movements and the timing of shows, where applicable and material.

How We Assess the Performance of Our Business

In assessing the performance of our business, we consider a variety of performance and financial measures. The key indicators of the financial condition and operating performance of our business are revenues, Organic revenue, cost of revenues, selling, general and administrative expenses, interest expense, depreciation and amortization, income taxes, Adjusted EBITDA and Free Cash Flow.

Revenues

We generate revenues primarily from selling trade show exhibit space to exhibitors on a per square foot basis. Other trade show revenue streams include conferences, sponsorships, digital services, ancillary exhibition fees and attendee registration fees. Exhibitors contract for their booth space and sponsorships up to a year in advance of the trade show. Fees are typically invoiced and collected in full prior to the trade show or event. Additionally, we generate revenue through digital media and print publications that complement our trade shows. We also engage third-party sales agents to support our marketing efforts. Other marketing service revenue contracts are invoiced and recognized in the period the advertising services are delivered. Typically, the fees we charge are collected after the publications are issued.

Organic Revenue

Beginning with the quarter ending March 31, 2026, we revised our definition of Organic revenue to better reflect the performance of our current event and business portfolio on a consistent, period-over-period basis. The revised definition aligns the metric with our existing portfolio at the time of reporting. Most significantly, revenue of events or businesses that are owned during the current period but not during the comparable prior year period is added to the prior-year base. This allows both periods to reflect the same portfolio composition, giving investors a clearer view of how our current portfolio of events performed versus the prior year, as if those events had been owned throughout both periods. The same methodology is used for discontinued businesses or changes in timing of events. We believe this approach provides a more meaningful measure of underlying portfolio performance and better enables investors and analysts to evaluate year-over-year and future revenue trends of our currently owned portfolio.

Organic revenue is a non-GAAP financial measure that represents the revenue of our current portfolio of events and businesses on a consistent, period-over-period basis. Management and our board of directors evaluate changes in Organic revenue to understand the underlying performance of our events business by eliminating the impact of portfolio changes, timing shifts, and acquisition activity that can cause reported GAAP revenue to be not directly comparable across periods. Organic revenue is intended to provide investors with a clearer view of year-over-year growth driven by the performance of our continuing event portfolio. This measure should be considered in addition to, and not as a substitute for, revenue as reported under GAAP. Because Organic revenue is not defined by GAAP, it may not be comparable to similarly titled measures used by other companies.

Organic revenue is derived by adjusting GAAP revenue to reflect the composition of the current period’s event portfolio, as follows:

Acquisitions: Prior-year revenue of any event or business owned in the current year period but not in the prior year period is added to the prior-year base to reflect consistent ownership across both periods.

Discontinued Businesses: Revenue from businesses eliminated or divested in either period is removed from both periods.

Timing Additions: Revenue from the most recent prior staging of any event held in the current period but not in the prior-year period is added to the prior-year base due to the shift in timing of certain events year to year.

Timing Deductions: Revenue from any event held in the prior-year period but not in the current period is removed from the prior-year base due to the shift in timing of certain events year to year.

The most directly comparable GAAP measure to Organic revenue is revenues. For a reconciliation of Organic revenue to revenues as reported, see Footnote 4 to the table under the heading “Results of Operations—Three Months Ended March 31, 2026, Compared to the Three Months Ended March 31, 2025.”

Cost of Revenues

•

Decorating Expenses. We work with general service contractors to both set up communal areas of our trade shows and provide services to our exhibitors, who primarily contract directly with the general service contractors. We will usually select a single general service contractor for an entire show, although it is possible to bid out packages of work within a single show on a piecemeal basis to different task-specific specialists.

•

Sponsorship Costs. We often enter into long-term sponsorship agreements with industry trade associations whereby the industry trade association endorses and markets the show to its members in exchange for a percentage of the show’s revenue.

•

Venue Costs. Venue costs represent rental costs for the venues, usually convention centers or hotels, where we host our trade shows. Given that convention centers are typically owned by local governments who have a vested interest in stimulating business activity in and attracting tourism to their cities, venue costs typically represent a small percentage of our total cost of revenues.

•

Costs of Other Marketing Services. Costs of other marketing services represent paper, printing, postage, contributor and other costs related to digital media and print publications.

•

Other Event-Related Expenses. Other event-related costs include temporary labor for services such as security, shuttle buses, speaker fees, food and beverage expenses and event cancellation insurance.

Selling, General and Administrative Expenses

•

Labor Costs. Labor costs represent the cost of employees who are involved in sales, marketing, planning and administrative activities. The actual on-site set-up of the events is contracted out to third-party vendors and is included in cost of revenues.

•

Miscellaneous Expenses. Miscellaneous expenses are comprised of a variety of other expenses, including advertising and marketing costs, promotion costs, credit card fees, travel expenses, printing costs, office supplies and office rental expense. Direct trade show costs are recorded in cost of revenues. All other costs are recorded in selling, general and administrative expenses.

Interest Expense

Interest expense principally represents interest payments and certain other fees paid to lenders under our Second Amended and Restated Senior Secured Credit Facilities.

Depreciation and Amortization

We have historically grown our business through acquisitions and, in doing so, have acquired significant intangible assets, the value of some of which is amortized over time. These acquired intangible assets, unless determined to be indefinite-lived, are amortized over extended periods of three to thirty years from the date of each acquisition for reporting under accounting principles generally accepted in the United States of America (“GAAP”) purposes, or fifteen years for tax purposes. This amortization expense reduces our taxable income.

Income Taxes

Income tax expense consists of U.S. federal, state, local and foreign taxes based on income in the jurisdictions in which we operate.

We record deferred tax charges or benefits primarily associated with our utilization or generation of net operating loss carryforwards and book-to-tax differences related to amortization of goodwill, amortization of intangible assets, depreciation, stock-based compensation charges, 163(j) interest expense limitation and deferred financing costs.

Adjusted EBITDA

Adjusted EBITDA is a key measure of our performance. We define Adjusted EBITDA as net income (loss) before (i) interest expense, net, (ii) provision for (benefit from) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) goodwill and other intangible asset impairment charges and (vi) other items that we believe are not part of our core operations. We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.

Management and our board of directors use Adjusted EBITDA to assess our financial performance and believe it is helpful in highlighting trends because it excludes the results of decisions that are outside the control of management, while other performance metrics can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. We reference Adjusted EBITDA frequently in our decision-making because it provides supplemental information that facilitates internal comparisons to the historical operating performance of prior periods.

Adjusted EBITDA is not defined under GAAP and has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results as reported under GAAP. Some of these limitations include that Adjusted EBITDA excludes certain normal recurring expenses and one-time cash adjustments that we consider not to be indicative of our ongoing operating performance. Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies.

The most directly comparable GAAP measure to Adjusted EBITDA is net income (loss). For a reconciliation of Adjusted EBITDA to net income (loss), see Footnote 2 to the table under the heading “Results of Operations—Three Months Ended March 31, 2026, Compared to Three Months Ended March 31, 2025.”

Cash Flow Model

We typically have favorable cash flow characteristics, as described below (see “Liquidity and Capital Resources—Cash Flows”), as a result of our high profit margins, low capital expenditures and consistent negative working capital, excluding cash on hand. Our working capital, excluding cash on hand, is negative due to the fact that our current assets are generally lower than our current liabilities. Current assets primarily include accounts receivable and prepaid expenses, while current liabilities primarily include accounts payable and deferred revenues. Cash received prior to an event is recorded as deferred revenue on our balance sheet and recognized as revenue upon completion of each trade show. The implication of having negative working capital, excluding cash on hand, is that changes in working capital represent a source of cash as our business grows. Accounts receivable and deferred revenue balances related to cancelled events have been reclassified to Cancelled event liabilities in the consolidated balance sheets, as the net amount represents balances which we expect will be refunded to our customers.

The primary driver for our negative working capital, excluding cash on hand, is the sales cycle for a trade show, which typically begins during the twelve months prior to a show. In the interim period between the current show and the following show, we continue to sell to new and past exhibitors and collect payments on contracted exhibit space. Our exhibitors pay in full in advance of each trade show, whereas the bulk of direct expenses are paid close to or after the show. Cash deposits start to be received as early as twelve months prior to a show taking place and the balance of booth space fees are typically received in cash one month prior to a show taking place. This highly efficient cash flow model, where cash is received in advance of expenses to be paid, creates a working capital benefit.

Free Cash Flow

Free Cash Flow is a supplemental non-GAAP financial measure of liquidity and is not based on any standardized methodology prescribed by GAAP. Free Cash Flow should not be considered in isolation or as an alternative to net cash provided by operating activities or other measures determined in accordance with GAAP. Also, Free Cash Flow is not necessarily comparable to similarly titled measures used by other companies.

The most directly comparable GAAP measure to Free Cash Flow is net cash provided by operating activities. For a reconciliation of Free Cash Flow to net cash provided by operating activities, see Footnote 3 to the table under the heading “Results of Operations—Three Months Ended March 31, 2026, Compared to Three Months Ended March 31, 2025.”

Results of Operations

Three Months Ended March 31, 2026, Compared to Three Months Ended March 31, 2025

The tables in this section summarize key components of our results of operations for the periods indicated.


	Three Months Ended March 31,
	2026		2025		Variance $			Variance %
	(unaudited) (dollars in millions)
Statement of income data:
Revenues	$	155.4	$	147.7	$	7.7			5.2	%
Cost of revenues		55.9		51.4		4.5			8.8	%
Selling, general and administrative expenses(1)		71.9		54.1		17.8			32.9	%
Depreciation and amortization expense		8.1		6.4		1.7			26.6	%
Operating income		19.5		35.8		(16.3	)		(45.5	%)
Interest expense		9.4		17.4		(8.0	)		(46.0	%)
Interest income		0.3		2.3		(2.0	)		(87.0	%)
Income before income taxes		10.4		20.7		(10.3	)		(49.8	%)
Provision for income taxes		3.2		5.4		(2.2	)		(40.7	%)
Net income	$	7.2	$	15.3	$	(8.1	)		(52.9	%)

Other financial data (unaudited):
Adjusted EBITDA(2)	$	52.7	$	53.6	$	(0.9	)		(1.7	%)
Free Cash Flow(3)	$	26.9	$	10.8	$	16.1			149.1	%
Organic revenue(4)	$	151.8	$	150.1	$	1.7			1.1	%

(1)

Selling, general and administrative expense for the three months ended March 31, 2026 and 2025 included $22.2 million and $8.8 million, respectively, in contingent consideration remeasurement adjustments and acquisition-related transaction, transition and integration costs, including legal, audit and advisory fees. Also included in selling, general and administrative expense for each of the three months ended March 31, 2026 and 2025 were stock-based compensation expenses of $2.9 million and $2.6 million, respectively.

(2)

In addition to net income presented in accordance with GAAP, we use Adjusted EBITDA to measure our financial performance. Adjusted EBITDA is a supplemental non-GAAP financial measure of operating performance and is not based on any standardized methodology prescribed by GAAP. Adjusted EBITDA should not be considered in isolation or as alternatives to net income, cash flows from operating activities or other measures determined in accordance with GAAP. Also, Adjusted EBITDA is not necessarily comparable to similarly titled measures presented by other companies.

We define Adjusted EBITDA as net income before (i) interest expense, net, (ii) provision for (benefit from) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) goodwill and other intangible asset impairment charges and (vi) other items that we believe are not part of our core operations. We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management and our board of directors use Adjusted EBITDA to assess our financial performance and believe it is helpful in highlighting trends because it excludes the results of decisions that are outside the control of our management, while other performance metrics can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. We reference Adjusted EBITDA frequently in our decision-making because it provides supplemental information that facilitates internal comparisons to the historical operating performance of prior periods. Adjusted EBITDA is not defined under GAAP and has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results as reported under GAAP. Some of these limitations include that Adjusted EBITDA excludes certain normal recurring expenses and one-time cash adjustments that we consider not to be indicative of our ongoing operative performance. Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies.


	Three Months Ended March 31,
	2026		2025
	(unaudited)
	(dollars in millions)
Net income	$	7.2	$	15.3
Add (deduct):
Interest expense, net		9.1		15.1
Provision for income taxes		3.2		5.4
Depreciation and amortization expense		8.1		6.4
Stock-based compensation expense(a)		2.9		2.6
Remeasurement of contingent consideration		17.9		3.1
Other items(b)		4.3		5.7
Adjusted EBITDA	$	52.7	$	53.6

(a)

Represents costs related to stock-based compensation associated with certain employees’ participation in the 2013 Stock Option Plan, the 2017 Omnibus Equity Plan and the 2019 Employee Stock Purchase Plan.

(b)

Other items for the three months ended March 31, 2026 included: (i) $0.7 million in acquisition-related transaction costs; (ii) $2.2 million in acquisition-related integration and restructuring-related transition costs; and (iii) $1.4 million in non-recurring legal, audit and consulting fees. Other items for the three months ended March 31, 2025 included: (i) $3.7 million in acquisition-related transaction costs; (ii) $0.6 million in acquisition related integration and restructuring related transition costs; and (iii) $1.4 million in non-recurring legal, audit and consulting fees.

(3)

In addition to net cash provided by operating activities presented in accordance with GAAP, we present Free Cash Flow because we believe it is a useful indicator of liquidity that provides information to our management and investors about the amount of cash generated from our core operations that, after capital expenditures, can be used for the repayment of indebtedness, payment of dividends, repurchases of shares of our common stock and strategic initiatives, including investing in our business and making strategic acquisitions. Free Cash Flow is a supplemental non-GAAP financial measure of liquidity and is not based on any standardized methodology prescribed by GAAP. Free Cash Flow should not be considered in isolation or as an alternative to cash flows from operating activities or other measures determined in accordance with GAAP. Also, Free Cash Flow is not necessarily comparable to similarly titled measures used by other companies.


	Three Months Ended March 31,
	2026		2025
	(unaudited)
	(dollars in millions)
Net Cash Provided by Operating Activities	$	28.7	$	12.6
Less:
Capital expenditures		1.8		1.8
Free Cash Flow	$	26.9	$	10.8

(4)

In addition to revenues presented in accordance with GAAP, we present Organic revenue because we believe this approach provides a more meaningful measure of underlying portfolio performance and better enables investors and analysts to evaluate year-over-year revenue trends of our currently owned portfolio.


	Three Months Ended March 31,
	2026			2025			Variance $		Variance %
	(unaudited) (dollars in millions)
Revenues	$	155.4		$	147.7		$	7.7		5.2	%
Add (deduct):
Acquisition revenues(1)		—			2.8
Discontinued businesses		(3.6	)		(4.3	)
Scheduling adjustments(2)		—			3.9
Organic revenue	$	151.8		$	150.1		$	1.7		1.1	%

(1)

For purposes of comparison with the three months ended March 31, 2026, 2025 amounts represent the pre-acquisition revenues from Generis and This is Beyond.

(2)

For the three months ended March 31, 2026, represents the prior year revenues from three events that staged in the first quarter of fiscal 2026, but staged in a different quarter in fiscal 2025, offset by revenues from one event that staged in the first quarter of fiscal 2025, but is scheduled to stage in a different quarter in fiscal 2026.

Revenues

Revenues of $155.4 million for the three months ended March 31, 2026 increased $7.7 million, or 5.2%, from $147.7 million for the comparable period in 2025. See “Connections Segment–Revenues,” and “All Other Category–Revenues” below for a discussion of the factors contributing to the changes in total revenues.

Cost of Revenues

Cost of revenues of $55.9 million for the three months ended March 31, 2026 increased $4.5 million, or 8.8%, from $51.4 million for the comparable period in 2025. See “Connections Segment–Cost of Revenues,” and “All Other Category–Cost of Revenues” below for a discussion of the factors contributing to the changes in total cost of revenues.

Selling, General and Administrative Expense

Total selling, general and administrative expenses consist primarily of compensation and employee-related costs, sales commissions and incentive plans, stock-based compensation expense, marketing expenses, information technology expenses, travel expenses, facilities costs, consulting fees and public reporting costs. Selling, general and administrative expenses of $71.9 million for the three months ended March 31, 2026 increased $17.8 million, or 32.9%, from $54.1 million for the comparable period in 2025. See “Connections Segment–Selling, General and Administrative Expenses,” “All Other Category–Selling, General and Administrative Expense” and “Corporate–Selling, General and Administrative Expense” below for a discussion of the factors contributing to the changes in total selling, general and administrative expense.

Depreciation and Amortization Expense

Depreciation and amortization expense of $8.1 million for the three months ended March 31, 2026, increased $1.7 million, or 26.6%, from $6.4 million for the comparable period in 2025. See “Connections Segment–Depreciation and Amortization Expense,” “All Other Category–Depreciation and Amortization Expense” and “Corporate–Depreciation and Amortization Expense” below for a discussion of the factors contributing to the changes in total depreciation and amortization expense.

Adjusted EBITDA

Adjusted EBITDA of $52.7 million for the three months ended March 31, 2026 decreased by $0.9 million from $53.6 million for the comparable period in 2025. The decrease in Adjusted EBITDA was primarily attributable to the decrease in net income as well as lower add-backs for interest expense, net, income taxes and other items, offset by higher add-backs for depreciation and amortization expense and remeasurement of contingent consideration.

Segment Results for the Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

Connections

The following represents the change in revenue, expenses and operating income in the Connections reportable segment for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026		2025		Variance $			Variance %
	(unaudited) (dollars in millions)
Revenues	$	146.2	$	138.3	$	7.9			5.7	%
Cost of revenues		53.8		48.8		5.0			10.2	%
Selling, general and administrative expense		26.2		23.4		2.8			12.0	%
Depreciation and amortization expense		4.8		3.4		1.4			41.2	%
Operating income	$	61.4	$	62.7	$	(1.3	)		(2.1	%)

Revenues

During the three months ended March 31, 2026, revenues for the Connections reportable segment increased $7.9 million, or 5.7%, to $146.2 million from $138.3 million for the comparable period in the prior year. The primary driver of the increase was scheduling adjustments of $4.9 million and incremental revenue from acquisitions of $4.3 million. These increases were partially offset by a $1.3 million decrease in recurring revenue.

Cost of Revenues

During the three months ended March 31, 2026, cost of revenues for the Connections reportable segment increased $5.0 million, or 10.2%, to $53.8 million from $48.8 million for the comparable period in the prior year. The primary drivers of the increase were $1.9 million from recurring events, $2.8 million from scheduling adjustments and $0.4 million of incremental expense from acquisitions.

Selling, General and Administrative Expense

During the three months ended March 31, 2026, selling, general and administrative expense for the Connections reportable segment increased $2.8 million, or 12.0%, to $26.2 million from $23.4 million for the comparable period in 2025. The increase was primarily attributable to incremental expenses from acquisitions offset by overhead savings within the Company’s legacy business and savings from discontinued events.

Depreciation and Amortization Expense

During the three months ended March 31, 2026, depreciation and amortization expense for the Connections reportable segment increased $1.4 million, or 41.2%, to $4.8 million from $3.4 million for the comparable period in 2025. The increase was primarily driven by amortization of intangibles related to recent acquisitions.

All Other Category

The following represents the change in revenue, expenses and operating loss in the All Other category for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026			2025			Variance $			Variance %
	(unaudited) (dollars in millions)
Revenues	$	9.2		$	9.4		$	(0.2	)		(2.1	%)
Cost of revenues		2.1			2.6			(0.5	)		(19.2	%)
Selling, general and administrative expense		5.3			6.1			(0.8	)		(13.1	%)
Depreciation and amortization expense		2.5			2.2			0.3			13.6	%
Operating loss	$	(0.7	)	$	(1.5	)	$	0.8			(53.3	%)

Revenues

During the three months ended March 31, 2026, revenues for the All Other category decreased $0.2 million, or 2.1%, to $9.2 million from $9.4 million for the comparable period in 2025. The decrease in revenues was comprised of a $0.5 million, or 11.9%, decrease in content revenues to $3.7 million in the current year from $4.2 million for the comparable period in the prior year, primarily due to lower print and digital advertising. This decrease was offset by a $0.3 million, or 5.8%, increase in commerce revenues to $5.5 million in the current year from $5.2 million for the comparable period in the prior year, primarily due to the continued growth of the Elastic Suite software platform.

Cost of Revenues

During the three months ended March 31, 2026, cost of revenues for the All Other category decreased $0.5 million, or 19.2%, to $2.1 million from $2.6 million for the comparable period in 2025. Content cost of revenues decreased $0.3 million, or 21.4%, to $1.1 million primarily due to lower barter activity. Commerce cost of revenues decreased $0.2 million, or 16.7%, to $1.0 million primarily due to lower software maintenance expense.

Selling, General and Administrative Expense

During the three months ended March 31, 2026, selling, general and administrative expense for the All Other category decreased $0.8 million, or 13.1%, to $5.3 million from $6.1 million for the comparable period in 2025. The primary drivers of the decrease were lower salary and benefits expenses in the content business.

Depreciation and Amortization Expense

During the three months ended March 31, 2026, depreciation and amortization expense for the All Other category increased $0.3 million, or 13.6%, to $2.5 million from $2.2 million for the comparable period in 2025. The increase was attributable to the continued development of the Company’s Elastic Suite software platform.

Corporate Category

The following represents the change in operating expenses in the Corporate category for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026		2025		Variance $		Variance %
	(unaudited) (dollars in millions)
Selling, general and administrative expense	$	40.4	$	24.6	$	15.8		64.2	%
Depreciation and amortization expense		0.8		0.8		—		—
Total operating expenses	$	41.2	$	25.4	$	15.8		62.2	%

Selling, General and Administrative Expense

During the three months ended March 31, 2026, selling, general and administrative expense for the Corporate category increased $15.8 million, or 64.2%, to $40.4 million from $24.6 million for the comparable period in 2025. The increase was primarily attributable to a $14.8 million increase from contingent consideration remeasurements. In addition, acquired businesses generated selling, general and administrative expenses of $5.5 million in the first quarter 2026. These increases were offset by lower transaction expenses in the current period versus prior year.

Depreciation and Amortization Expense

Depreciation and amortization expense for the Corporate category was $0.8 million for the three months ended March 31, 2026 and 2025.

Interest Expense

Interest expense of $9.4 million for the three months ended March 31, 2026 decreased $8.0 million, or 46.0%, from $17.4 million for the comparable period in 2025. The decrease was primarily attributable to $6.4 million of third party fees related to the Second Amended and Restated Term Loan Facility in the first quarter of 2025. The remaining decrease was attributable to a lower effective interest rate of 6.94% for the period compared to 8.55% for the comparable period in 2025, offset by a higher average debt balance of $512.0 million during the three months ended March 31, 2026, versus an average debt balance of $478.5 million during the comparable period in the prior year.

Interest Income

Interest income of $0.3 million for the three months ended March 31, 2026 decreased from $2.3 million for the comparable period in 2025. The decrease was primarily attributable to lower cash balances following the completion of several acquisitions during the last twelve months, as well as lower interest rates.

Provision for Income Taxes

For the three months ended March 31, 2026, the Company recorded a provision for income taxes of $3.2 million, which resulted in an effective tax rate of 30.8% for the three months ended March 31, 2026. The Company recorded a provision for income taxes of $5.4 million and an effective tax rate of 26.1% for the three months ended March 31, 2025. The decrease in income tax expense is attributable to lower pre-tax income for the three months ended March 31, 2026.

Net Income

Net income of $7.2 million for the three months ended March 31, 2026 represented a $8.1 million decline from net income of $15.3 million for the comparable period in 2025. The key drivers of the change were higher selling, general and administrative expenses and increased cost of revenues offset by higher revenues, primarily driven by acquisitions, and lower interest expense.

Liquidity and Capital Resources

Our primary liquidity needs are for working capital purposes, including the production of trade shows and other live events, as well as for funding operating and capital expenditures, including acquisitions, and the return of capital to our stockholders in the form of dividends and/or stock repurchases.

As of March 31, 2026, the Company had $511.1 million of borrowings outstanding under the Second Amended and Restated Term Loan Facility and no borrowings outstanding under the Second Amended and Restated Revolving Credit Facility. In addition, as of March 31, 2026, the Company had cash and cash equivalents of $121.1 million. As of March 31, 2026, the Company was in compliance with the covenants contained in the Second Amended and Restated Senior Secured Credit Facilities.

The Company’s event cancellation insurance policies for 2025 and 2026 do not cover losses due to event cancellations caused by the outbreak of communicable diseases, including COVID-19. In the event of a future outbreak of communicable disease, forced cancellations or reductions in attendance of our in-person events would negatively impact our financial results and liquidity, and we would not have the benefit of cancellation insurance coverage to mitigate this impact.

Based on our available sources of financing, cash from operations and receipt of insurance recoveries, management believes that the Company’s current financial resources will be sufficient to fund its liquidity requirements for the next twelve months. We also expect these sources of financing, cash from operations and receipt of insurance recoveries will be sufficient to fund our long-term contractual obligations and capital needs.

Share Repurchases

On October 29, 2024, our board of directors approved a further extension and expansion of our then-existing share repurchase program (the “October 2024 Share Repurchase Program”), which allowed for the repurchase of up to $25.0 million of our common stock through December 31, 2025, subject to early termination or extension by the board of directors. We settled the repurchase of 2,029,445 shares for $8.8 million during the three months ended March 31, 2025 under the October 2024 Share Repurchase Program.

On April 30, 2025, our board of directors approved a further expansion of the share repurchase program (the “April 2025 Share Repurchase Program”), which allowed for the repurchase of up to $25.0 million of our common stock through December 31, 2025, subject to early termination or extension by the board of directors.

On October 30, 2025, our board of directors approved the extension and expansion of the share repurchase program (the “October 2025 Share Repurchase Program”), which allows for the repurchase of up to $25.0 million of our common stock through December 31, 2026, subject to early termination or extension by the board of directors. We did not repurchase any shares during the three months ended March 31, 2026 under the October 2025 Share Repurchase Program. There was $24.6 million remaining available for share repurchases under the October 2025 Share Repurchase Program as of March 31, 2026. The October 2025 Share Repurchase Program may be suspended or discontinued at any time without notice.

Cash Flows

The following table summarizes the changes to our cash flows for the periods presented:


	Three Months Ended March 31,
	2026			2025
	(unaudited) (dollars in millions)
Statement of Cash Flows Data
Net cash provided by operating activities	$	28.7		$	12.6
Net cash used in investing activities	$	(1.8	)	$	(21.4	)
Net cash (used in) provided by financing activities	$	(5.8	)	$	90.8

Operating Activities

Operating activities consist primarily of net income adjusted for non-cash items that include goodwill and intangible asset impairments, depreciation and amortization, deferred income taxes, amortization of deferred financing fees and debt discount, share-based compensation, plus the effect of changes during the period in our working capital.

Net cash provided by operating activities for the three months ended March 31, 2026 was $28.7 million, as compared to net cash provided by operating activities of $12.6 million for the three months ended March 31, 2025. The increase in cash provided by operating activities primarily reflects net income plus non-cash item operating cash flows of $37.7 million and $28.1 million for the three months ended March 31, 2026 and 2025, respectively. Cash provided by operating activities reflects the use of $9.0 million and $15.5 million for working capital in the three months ended March 31, 2026 and 2025, respectively.

Investing Activities

Investing activities generally consist of business acquisitions and purchases of other productive assets, investments in information technology and capital expenditures to furnish or upgrade our offices.

Net cash used in investing activities for the three months ended March 31, 2026 decreased $19.6 million to $1.8 million from $21.4 million in the comparable period in the prior year. The decrease was primarily attributable to a decrease of $19.6 million associated with acquisition of businesses.

Financing Activities

Financing activities primarily consist of payment of common stock dividends, borrowing and repayments on our debt, common stock repurchases and proceeds from the issuance of common stock associated with stock option exercises.

Net cash used in financing activities for the three months ended March 31, 2026 was $5.8 million, comprised of cash settlement of share-based awards of $4.2 million, repayment of principal on the Second Amended and Restated Term Loan Facility and the release of a holdback related to a prior business acquisition. Net cash from financing activities for the three months ended March 31, 2025 was $90.8 million, comprised of net proceeds of $105.9 million associated with the issuance of the $515.0 million Second Amended and Restated Senior Secured Credit Facilities and the settlement of the $409.1 million outstanding on the Previous Extended Term Loan Facility on January 30, 2025. These inflows were offset by repurchase of common stock of $8.8 million, dividends paid on common stock of $3.0 million, fees paid for debt issuance of $1.7 million, original issuance discount of $1.3 million and payment of $0.4 million of contingent consideration for acquisition of businesses.

Foreign Currency Risk

The Company has recently expanded its trade show footprint to encompass several international shows. The Company may be exposed to foreign currency risk to the extent that it enters into transactions or collects revenue related to these international shows denominated in currencies other than the U.S. dollar, the reporting currency of the Company, as a result of exposure from fluctuating currency exchange rates.

Free Cash Flow

Free Cash Flow for the three months ended March 31, 2026 increased $16.1 million, to $26.9 million from $10.8 million for the comparable period in the prior year. The increase from prior year is attributable to cash flows from the Company’s 2025 acquisitions.

Free Cash Flow is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Free Cash Flow, see Footnote 3 to the table under the heading “Results of Operations—Three Months Ended March 31, 2026, Compared to Three Months Ended March 31, 2025.”

Contractual Obligations and Commercial Commitments

There have been no material changes to the contractual obligations as disclosed in the Company’s Annual Report on Form 10-K, filed with the SEC on March 13, 2026, which is accessible on the SEC’s website at www.sec.gov, other than those made in the ordinary course of business.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the appropriate application of certain accounting policies, some of which require us to make estimates and assumptions about future events and their impact on amounts reported in our consolidated financial statements. Since future events and their impact cannot be determined with absolute certainty, the actual results will inevitably differ from our estimates.

We believe the application of our accounting policies, and the estimates inherently required therein, are reasonable. Our accounting policies and estimates are reevaluated on an ongoing basis and adjustments are made when facts and circumstances dictate a change. We base our estimates and judgments on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions.

The policies and estimates discussed below involve the selection or application of alternative accounting policies that are material to our consolidated financial statements. With respect to critical accounting policies, even a relatively minor variance between actual and expected experience can potentially have a materially favorable or unfavorable impact on subsequent results of operations.

Our accounting policies are more fully described in Note 1, Description of Business and Summary of Significant Accounting Policies, in the notes to our audited consolidated financial statements included in the Annual Report on Form 10-K. Management has discussed the selection of these critical accounting policies and estimates with members of our board of directors. There have been no significant changes in the critical accounting policies and estimates described in the Annual Report on Form 10-K.

Recently Adopted Accounting Pronouncements

See Item 1 of Part I, “Financial Statements—Note 2 – Recent Accounting Pronouncements.”

Recently Issued Accounting Pronouncements

See Item 1 of Part I, “Financial Statements—Note 2 – Recent Accounting Pronouncements.”

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the potential loss arising from adverse changes in market rates and prices. Our primary exposures to market risk are interest rate risk associated with our Second Amended and Restated Senior Secured Credit Facilities and foreign currency risk. See Note 7, Debt, in the notes to the condensed consolidated financial statements for further description of our Second Amended and Restated Senior Secured Credit Facilities.

As of March 31, 2026, we had $511.1 million of variable rate term loan borrowings outstanding under our Second Amended and Restated Senior Secured Credit Facilities and no variable rate borrowings outstanding under our Second Amended and Restated Revolving Credit Facility with respect to which we are exposed to interest rate risk. Holding other variables constant and assuming no interest rate hedging, a 0.25% increase in the average interest rate on our variable rate indebtedness would have resulted in a $1.3 million increase in annual interest expense based on the amount of borrowings outstanding as of March 31, 2026.

The Company has recently expanded its trade show footprint to encompass several international shows. We are exposed to foreign currency risk to the extent that we enter into transactions or collect revenue related to these international shows denominated in currencies other than the U.S. dollar, the reporting currency of the Company, as a result of exposure from fluctuating currency exchange rates. Currency translation gains and losses are primarily related to non-U.S. subsidiaries with a functional currency other than U.S. dollars whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates and impact our net income (loss). Fluctuations in foreign currencies may impact the amount of total assets, liabilities, operating expenses and cash flows that we report for our foreign operations upon the translations of these amounts into U.S. dollar. Our largest exposure is currently the movement of the U.S. dollar relative to the U.K. Pound Sterling. In the future, in an effort to reduce foreign currency exchange risks, we may enter into financial derivative transactions, including hedging currency pairs.

Historically, inflation has not had a material effect on our business, results of operations, cash flows or financial condition. However, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. While we have strategies to manage and offset these pressures, our inability or failure to do so could harm our business, results of operations and financial condition. For example, changes in inflation rates influence interest rates, which in turn impact the fair value of our investments and yields on new investments. Changes in inflation rates may also impact our financial statements and operating results in several areas. Operating expenses, including payrolls, are impacted to a certain degree by the inflation rate. We do not believe that inflation rates have had a material effect on our results of operations for the periods presented. However, recent economic trends have resulted in inflationary conditions, including pressure on wages, and sustained inflationary conditions in future periods that could affect our business.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) that are designed to provide reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company will be detected.

As of the end of the period covered by this report, management, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2026 the disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the Company’s first fiscal quarter of 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be involved in general legal disputes arising in the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, financial condition or results of operations.

Item 1A. Risk Factors

Our Annual Report on Form 10-K, filed with the SEC on March 13, 2026 is accessible on the SEC’s website at www.sec.gov, and includes detailed discussions of our risk factors. At the time of this filing, there have been no material changes to the risk factors that were included in our Annual Report on Form 10-K.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

Share Repurchase Program

In October 2025, our board of directors approved an extension and expansion of our previously announced share repurchase program, which allows for the repurchase of $25.0 million of our common stock from time to time through and including December 31, 2026, subject to early termination or extension by the board of directors. This approval extends and expands the previously authorized $25.0 million share repurchase program that was effective through December 31, 2025. The share repurchase program may be suspended or discontinued at any time without notice. There is no minimum number of shares that we are required to repurchase. Shares may be purchased from time to time in the open market, including pursuant to one or more Rule 10b5-1 purchase plans that we may enter into from time to time, or in privately negotiated transactions. Such purchases will be at times and in amounts as we deem appropriate, based on factors such as market conditions, legal requirements and other business considerations.

Our board of directors had previously authorized the expansion of our $25.0 million share repurchase program in April 2025 and in October 2024.

There were no repurchases of common stock during the first quarter ended March 31, 2026.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the quarterly period ended March 31, 2026, none of the Company’s directors or executive officers have informed us that they have adopted, modified, or terminated a contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement.

Item 6. Exhibits



*31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

*31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

*32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*101.INS		Inline XBRL Instance Document

*101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

*101		The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL included: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) Notes to Condensed Consolidated Financial Statements

*104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		EMERALD HOLDING, INC.

Date: May 11, 2026	By:	/s/ David Doft
		David Doft
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)