DEFM14C

DEFM14C 1 d144230ddefm14c.htm DEFM14C DEFM14C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

Check the appropriate box:

☐	Preliminary Information Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

☒	Definitive Information Statement

Emerald Holding, Inc.

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check all boxes that apply):

☐	No fee required

☒	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11.

Emerald Holding, Inc.

100 Broadway, 14^th Floor

New York, NY 10005

NOTICE OF WRITTEN CONSENT AND APPRAISAL RIGHTS

AND INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

To the Stockholders of Emerald Holding, Inc.:

This notice of written consent and appraisal rights and Information Statement (the “Information Statement”) is being furnished to the holders of common stock (the “Stockholders”), par value $0.01 per share (the “Common Stock”), of Emerald Holding, Inc., a Delaware corporation (“Emerald” or the “Company”), in connection with the Agreement and Plan of Merger, dated as of May 9, 2026 (the “Merger Agreement”), by and among Emerald, Emma Buyer, LLC, a Delaware limited liability company (“Parent”), and Emma Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent (“Merger Sub”). A summary of the Merger Agreement is provided in the accompanying Information Statement and a copy of the Merger Agreement is attached as Annex A to the accompanying Information Statement, and each is incorporated by reference into this notice. Parent and Merger Sub are newly formed holding companies owned by funds managed by affiliates of Apollo Global Management, Inc. (together with its consolidated subsidiaries, “Apollo” or “AGM”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into Emerald, with Emerald surviving as a wholly owned subsidiary of Parent (the “Merger”). Upon consummation of the Merger on the terms and subject to the conditions set forth in the Merger Agreement, each share of Common Stock issued and outstanding as of immediately prior to the time the certificate of merger is filed with the Secretary of State of the State of Delaware and becomes effective (such date and time, the “Effective Time”) will be automatically cancelled and converted into the right to receive $5.03 per share in cash, without interest (the “Merger Consideration”). However, any shares of Common Stock held by Emerald as treasury stock or owned by Parent or Merger Sub or any wholly owned subsidiary of the Company and Parent (other than Merger Sub), in each case as of immediately prior to the Effective Time (the “Cancelled Shares” and, collectively with the Dissenting Shares (as defined herein), the “Excluded Shares”) will be cancelled without payment of the Merger Consideration. The Merger Consideration will also not be paid in respect of Dissenting Shares (as defined below).

The board of directors of Emerald has unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to and in the best interests of the Company and its Stockholders, (ii) approved and declared advisable the Merger Agreement and the other transactions contemplated by the Merger Agreement, including the Merger, (iii) authorized and approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the other transactions contemplated by the Merger Agreement, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, and (iv) recommended the adoption of the Merger Agreement by the Stockholders, subject to the terms and conditions of the Merger Agreement.

The adoption of the Merger Agreement and approval of the Merger by the Stockholders required the affirmative vote or consent by Stockholders holding in the aggregate at least a majority of the voting power of the outstanding shares of Common Stock entitled to vote thereon. On May 9, 2026, following the execution of the Merger Agreement, Onex Partners III LP, a Delaware limited partnership, Onex Partners III GP LP, a Delaware limited partnership, Onex Partners III PV LP, a Delaware limited partnership, Onex Partners III Select LP, a Delaware limited partnership, Onex US Principals LP, a Delaware limited partnership, Onex Advisor Subco III LLC, a Delaware limited liability company, OPV Gem Aggregator LP, a Delaware limited partnership, and Onex OP V Holdings Sarl, a private limited company incorporated under the laws of Luxembourg (collectively, the “Majority Stockholders”), which collectively on May 9, 2026 held of record and beneficially owned 184,520,200 shares of Common Stock, representing approximately 93% of the aggregate voting power of the then issued and outstanding shares of Common Stock, delivered a written consent to the Company and Parent approving and adopting in all respects the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger (the “Company Stockholder Written Consent”). As a result, no further action

by any Stockholder is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement or approve the Merger, and Emerald will not be soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement, and will not call a Stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement. This notice and the accompanying Information Statement constitute notice from Emerald to the persons (other than the Majority Stockholders) who were Stockholders on May 9, 2026, of the action set forth in the Company Stockholder Written Consent pursuant to Section 228(e) of the Delaware General Corporation Law (the “DGCL”).

Under Section 262 of the DGCL, if the Merger is completed, subject to compliance with the requirements of Section 262 of the DGCL, holders of record and beneficial owners of shares of Common Stock, other than the Majority Stockholders, will have the right to seek an appraisal for, and be paid the “fair value” in cash of, their shares of Common Stock (as determined by the Delaware Court of Chancery), together with interest, if any, on the amount determined to be fair value, instead of receiving the Merger Consideration pursuant to the Merger Agreement. To exercise your appraisal rights, you must submit a written demand for an appraisal to Emerald no later than twenty (20) days after the date of mailing of this Information Statement, which mailing date is on June 18, 2026, and comply precisely with all of the procedures set forth in Section 262 of the DGCL, which are summarized in the accompanying Information Statement. A copy of Section 262 of the DGCL, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. This notice and the accompanying Information Statement constitute notice to you from Emerald of the availability of appraisal rights under Section 262 of the DGCL in connection with the Merger.

We urge you to read the entire Information Statement carefully. If the Merger is completed, and further instructions are required, you will receive instructions regarding payment for your shares of Common Stock, and other than the holders of Excluded Shares, you will otherwise automatically receive payment for your shares of Common Stock without any further action or instructions.

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying Information Statement. Any representation to the contrary is a criminal offense.

Sincerely,

/s/ Hervé Sedky

Hervé Sedky

Chief Executive Officer

June 15, 2026

This Information Statement is dated June 15, 2026 and is first being mailed to Stockholders on June 18, 2026.

TABLE OF CONTENTS


SUMMARY			1
The Parties to the Merger Agreement			1
The Merger			2
The Merger Consideration			2
Recommendation of the Company Board; Reasons for the Merger			2
Required Stockholder Approval for the Merger			3
Opinion of Goldman Sachs & Co. LLC			3
Financing			4
Interests of Our Directors and Executive Officers in the Merger			5
Treatment of Company Equity Awards and Company ESPP in the Merger			5
Transaction Litigation			6
Material U.S. Federal Income Tax Consequences of the Merger			6
Regulatory Approvals.			6
The Merger Agreement			7
Payment of Merger Consideration			10
Specific Performance			11
The Support Agreement			11
Appraisal Rights			12
Market Information and Dividends			12
Delisting and Deregistration of Common Stock			13
Effect on Emerald if the Merger is Not Completed			13
QUESTIONS AND ANSWERS ABOUT THE MERGER			14
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			19
THE PARTIES TO THE MERGER AGREEMENT			21
THE MERGER			23
Background of the Merger			23
Recommendation of the Company Board; Reasons for the Merger			31
Required Stockholder Approval for the Merger			36
Opinion of Goldman Sachs & Co. LLC			37
Certain Company Financial Forecasts			42
Financing			44
Interests of Our Directors and Executive Officers in the Merger			45
Treatment of Company Equity Awards and the Company ESPP in the Merger			45
Delisting and Deregistration of Common Stock			51
Transaction Litigation			51
Material U.S. Federal Income Tax Consequences of the Merger			51
Regulatory Approvals			55
THE MERGER AGREEMENT			57
Explanatory Note Regarding the Merger Agreement			57
The Merger			57
Representations and Warranties			62
Conduct of Business Prior to Effective Time			65
No Solicitation or Negotiation of Takeover Proposals			68
No Change in Recommendation or Alternative Acquisition Agreement			69
Certain Permitted Disclosure			70
Existing Discussions			70
Company Stockholder Written Consent			70
Efforts to Complete the Merger; Regulatory Approvals			70
Indemnification and Insurance			71
Financing Covenant; Company Cooperation			73


Other Covenants and Agreements			75
Conditions to Completion of the Merger			76
Termination of the Merger Agreement			77
Termination Fees and Expenses			79
Liability Limitation			79
Modification or Amendment			79
Waiver			80
Governing Law and Venue			80
Specific Performance			80
No Third Party Beneficiaries			81
THE SUPPORT AGREEMENT			82
MARKET INFORMATION AND DIVIDENDS			84
APPRAISAL RIGHTS			85
General			85
How to Exercise and Perfect Your Appraisal Rights			86
Who May Exercise Appraisal Rights			87
Surviving Corporation’s Actions After Completion of the Merger			87
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			92
WHERE YOU CAN FIND MORE INFORMATION			95
HOUSEHOLDING OF INFORMATION STATEMENT			97

Annex A—The Merger Agreement

Annex B—The Support Agreement

Annex C—Opinion of Goldman Sachs & Co. LLC

SUMMARY

This summary highlights selected information from this Information Statement (this “Information Statement”) and may not contain all of the information that is important to you. To fully understand the Merger, as defined and as described below, contemplated by the Agreement and Plan of Merger, dated as of May 9, 2026 (the “Merger Agreement”), by and among Emerald Holding, Inc., a Delaware corporation (“Emerald” or the “Company”), Emma Buyer, LLC, a Delaware limited liability company (“Parent”), and Emma Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent (“Merger Sub”), and for a more complete description of the legal terms of the Merger, you should carefully read this entire Information Statement, the annexes attached to this Information Statement and the documents referred to or incorporated by reference in this Information Statement. We have included page references in parentheses to direct you to the appropriate place in this Information Statement for a more complete description of the topics presented in this summary. In this Information Statement, the terms “Emerald,” “Company,” “we,” “us” and “our” refer to Emerald Holding, Inc. Throughout this Information Statement, we refer to Apollo Global Management, Inc., a Delaware corporation, together with its consolidated subsidiaries, as “Apollo” or “AGM.” References in this Information Statement to terms defined in the notice attached hereto have the meanings provided in such notice. This Information Statement is dated June 15, 2026 and is first being mailed to our holders of common stock (the “Stockholders”), par value $0.01 per share (“Common Stock”), on June 18, 2026. Capitalized terms used but not otherwise defined in this summary shall have the meanings ascribed to them in this Information Statement.

The Parties to the Merger Agreement (page 21)

Emerald. Emerald, a Delaware corporation, is a leading U.S.-based business-to-business (“B2B”) event organizer, empowering businesses year-round by expanding meaningful connections, developing influential content, and delivering powerful commerce-driven solutions. Emerald is the owner and operator of a curated portfolio of B2B events spanning trade shows, conferences, B2C showcases and a scaled Executive Peer Network platform. Emerald also delivers dynamic solutions across leading industries through its robust content and e-commerce marketplace. Emerald is a trusted partner for its thousands of customers, predominantly small and medium-sized businesses, playing a pivotal role in driving ongoing commerce through streamlined buying, selling, and networking opportunities. Powered by an experienced, talented and deeply engaged team, Emerald is fostering impactful engagement and delivering unparalleled market access with a commitment to driving business growth 365 days a year. Emerald’s principal executive offices are located at 100 Broadway, 14^th Floor, New York, NY 10005 and its telephone number is (949) 226-5700. Our website is www.emeraldx.com. Additional information about us is included in documents incorporated by reference into this Information Statement and our filings with the U.S. Securities and Exchange Commission (the “SEC”), copies of which may be obtained without charge by following the instructions in “Where You Can Find More Information” beginning on page 95.

Our Common Stock is listed with, and trades on, the New York Stock Exchange (the “NYSE”) under the ticker symbol “EEX.”

Parent. Parent is a Delaware limited liability company that was formed for the purpose of entering into the Merger Agreement, consummating the Merger and engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any material business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger. Parent is an affiliate of investment funds managed by affiliates of Apollo. After the consummation of the Merger, the Company will be a wholly owned subsidiary of Parent. Parent’s principal executive offices are located at c/o Apollo Management X, L.P., 9 West 57^th Street, 41^st Floor, New York, NY 10019 and its telephone number is (212) 515-3200.

Merger Sub. Merger Sub is a Delaware corporation that was formed by Parent solely for the purpose of entering into the Merger Agreement, consummating the Merger and engaging in the transactions contemplated by the

Merger Agreement. Merger Sub is a wholly owned direct subsidiary of Parent and has not carried on any business activity other than in connection with the transactions contemplated by the Merger Agreement. Upon consummation of the Merger, Merger Sub will be merged with and into the Company and will thereupon cease to exist. Merger Sub’s principal executive offices are located at c/o Apollo Management X, L.P., 9 West 57^th Street, 41^st Floor, New York, NY 10019 and its telephone number is (212) 515-3200.

The Merger (page 23)

On May 9, 2026 (the “Agreement Date”), we entered into the Merger Agreement with Parent and Merger Sub. Upon the terms and subject to the conditions provided in the Merger Agreement, and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), at the time when the certificate of merger has been duly filed with the Secretary of State of the State of Delaware or at such later date and time as the parties agree in writing and specify in the certificate of merger (such date and time, the “Effective Time”), Merger Sub will merge with and into us, and we will continue as the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Parent (the “Merger”). Because the Merger Consideration will be paid in cash, you will receive no equity interest in Parent or the Surviving Corporation in consideration for your shares of Common Stock, and after the Effective Time you will not own any shares of Common Stock.

The Merger Consideration (page 57)

At the Effective Time, solely by virtue of the Merger and without any action by any Stockholder, each share of Common Stock outstanding immediately prior to the Effective Time will be automatically cancelled and converted into the right to receive the Merger Consideration. However, any shares of Common Stock held by Emerald as treasury stock or owned by Parent or Merger Sub or any wholly owned subsidiary of the Company and Parent (other than Merger Sub), in each case as of immediately prior to the Effective Time (the “Cancelled Shares”) will be cancelled without payment of the Merger Consideration. The Merger Consideration will also not be paid in respect of Dissenting Shares. The Cancelled Shares and the Dissenting Shares are referred to herein collectively as the “Excluded Shares”.

We encourage you to read the Merger Agreement, which is attached as Annex A to this Information Statement, as it is the legal document that governs the Merger and the other transactions contemplated by the Merger Agreement.

Recommendation of the Company Board; Reasons for the Merger (page 31)

After consideration of various factors as discussed in “The Merger—Recommendation of the Company Board; Reasons for the Merger” beginning on page 31, the board of directors of the Company (the “Company Board”) has unanimously:

•

determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to and in the best interests of the Company and its Stockholders;

•

approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger;

•

authorized and approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement; and

•

recommended the adoption of the Merger Agreement by the Stockholders, subject to the terms and conditions of the Merger Agreement.

Required Stockholder Approval for the Merger (page 36)

Under the DGCL and the Company’s certificate of incorporation, the adoption of the Merger Agreement by our Stockholders required the affirmative vote or written consent of Stockholders holding in the aggregate at least a majority of the voting power of the outstanding shares of Common Stock entitled to vote thereon. Further, under the Company’s certificate of incorporation, prior to the first time that Onex Corporation and its affiliates (other than Emerald), including funds managed by an affiliate of Onex Partners Manager LP and/or Onex Corporation, as appropriate (the “Onex Group”) ceases to beneficially own more than fifty percent (50%) of the then-outstanding shares of Common Stock, subject to the rights of the holders of any series of preferred stock of the Company, any action required or permitted to be taken at any annual or special meeting of the Stockholders may be taken without a meeting, without prior notice and without a vote of the Stockholders, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Company in accordance with applicable law and the Company’s certificate of incorporation. Holders of Common Stock are entitled to one vote for each share held of record on all matters on which Stockholders are entitled to vote generally, including adoption of the Merger Agreement.

As of the Record Date, there were 197,909,463 shares of Common Stock outstanding. On May 9, 2026, following the execution of the Merger Agreement, Onex Partners III LP, a Delaware limited partnership, Onex Partners III GP LP, a Delaware limited partnership, Onex Partners III PV LP, a Delaware limited partnership, Onex Partners III Select LP, a Delaware limited partnership, Onex US Principals LP, a Delaware limited partnership, Onex Advisor Subco III LLC, a Delaware limited liability company, OPV Gem Aggregator LP, a Delaware limited partnership, and Onex OP V Holdings Sarl, a private limited company incorporated under the laws of Luxembourg (collectively, the “Majority Stockholders”), which collectively on the Record Date held of record and beneficially owned 184,520,200 shares of Common Stock representing approximately 93% of the aggregate voting power of the then issued and outstanding shares of Common Stock, delivered a written consent to the Company and Parent approving and adopting in all respects the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger (the “Company Stockholder Written Consent”). As a result, no further action by any Stockholder is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement or approve the Merger, and the Company will not be soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement and will not call a Stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement. No action by the Stockholders of Parent is required to complete the Merger and all requisite corporate action by and on behalf of Merger Sub required to complete the Merger has been taken.

When stockholder action is taken by written consent in lieu of a meeting by less than all of the Stockholders entitled to vote on the matter, Section 228(e) of the DGCL requires notice of the action be given to those Stockholders who did not consent in writing to the action and who would have been entitled to notice of the meeting if the action had been taken at a meeting and the record date for notice of the meeting were the record date for the action taken by written consent. This Information Statement and the notice attached hereto are being given to all Stockholders (other than the Majority Stockholders) as of the Record Date and constitute notice from the Company of the actions taken pursuant to the Company Stockholder Written Consent as required by Section 228(e) of the DGCL.

Opinion of Goldman Sachs & Co. LLC (page 37 and Annex C)

At a meeting of the Company Board held on May 9, 2026, Goldman Sachs & Co. LLC (“Goldman Sachs”) rendered its oral opinion, subsequently confirmed by delivery of its written opinion, dated May 9, 2026, to the

Company Board that, as of May 9, 2026 and based upon and subject to the factors and assumptions set forth therein, the $5.03 in cash per share of Common Stock to be paid to the holders (other than Parent and its affiliates) of shares of Common Stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of Common Stock.

The full text of the written opinion of Goldman Sachs, dated May 9, 2026, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Company Board in connection with its consideration of the Merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of shares of Common Stock should act with respect to the Merger or any other matter. Pursuant to an engagement letter between the Company and Goldman Sachs, the Company has agreed to pay Goldman Sachs a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $21.0 million, $1.5 million of which became payable upon the presentation by Goldman Sachs to the Company Board of the results of the study that enabled Goldman Sachs to render its opinion, and the remainder of which is contingent upon consummation of the Merger.

Financing (page 44)

Investment funds managed by affiliates of Apollo have committed, pursuant to the Equity Commitment Letter, to invest in Parent, at the closing of the Merger (the “Closing”), an aggregate amount of $760,000,000 for the purposes of the Equity Financing. Such funds have also provided the Limited Guarantee in favor of the Company, guaranteeing, severally and not jointly, subject to certain limitations set forth in the Limited Guarantee, the payment and performance of Parent’s obligation following the valid termination of the Merger Agreement to pay to the Company (a) (x) the Parent Termination Fee, if and when due pursuant to the Merger Agreement, and any interest thereon and (y) Reimbursement Obligations, or (b) (x) all amounts payable as damages as a result of fraud or willful breach by Parent or Merger Sub prior to the Closing (subject to the Liability Limitation set forth in the Merger Agreement) and (y) the Reimbursement Obligations. The maximum aggregate liability of such funds under the Limited Guarantee is $87,000,000.

Additionally, in connection with entering into the Merger Agreement, Parent entered into the Debt Commitment Letter, with the debt commitment parties signatory to the Debt Commitment Letter (together with other debt commitment parties from time to time party thereto and each of their respective successors and assigns, collectively, the “Debt Commitment Parties”), pursuant to which the Debt Commitment Parties have, among other things, committed to provide the Debt Financing in connection with the Merger consisting of (i) the Initial Term Loan Facility; (ii) the Revolving Facility; (iii) a first lien delayed draw term facility in an aggregate principal amount equal to $200,000,000; and (iv) a first lien delayed draw term facility in an aggregate principal amount equal to $100,000,000, in each case, on the terms and subject to the conditions set forth in the Debt Commitment Letter. The Initial Term Loan Facility and a portion of the Revolving Facility will be available on the Closing Date to finance the Merger and fees and expenses related thereto, subject to customary conditions. The obligations of the Debt Commitment Parties to provide the Debt Financing under the Debt Commitment Letter are subject to a number of conditions, including the receipt of executed loan documentation, accuracy of certain representations and warranties and consummation of the Merger.

The receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financings) by Parent, Merger Sub or any of their respective affiliates or any other financing is not a condition to any of Parent’s or Merger Sub’s obligations under the Merger Agreement.

Parent will be required to pay the Company a termination fee equal to $84,000,000 if, among other reasons described herein, a Parent Breach Termination or Parent Financing Termination has occurred.

Interests of Our Directors and Executive Officers in the Merger (page 45)

You should be aware that Emerald’s directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of Stockholders generally. The Company Board was aware of these interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement and in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby. These interests are described below in the section entitled “The Merger—Interests of Our Directors and Executive Officers in the Merger” beginning on page 45. Emerald’s executive officers are Hervé Sedky (Director, President and Chief Executive Officer), David Doft (Chief Financial Officer), Issa Jouaneh (President, Connections), Danielle Puceta (Chief Digital Officer), and Sara Altschul (Executive Vice President, General Counsel and Corporate Secretary), and Emerald’s non-employee directors are Konstantin (Kosty) Gilis (Chairman), Michael Alicea, Lynda Clarizio, Todd Hyatt, Lisa Klinger, David Levin, Anthony Munk, and Emmanuelle Skala.

Treatment of Company Equity Awards and the Company ESPP in the Merger (page 45)

Except as set forth in the Merger Agreement, each stock option to acquire shares of Common Stock (a “Company Stock Option”), whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time, will automatically, as of the Effective Time, be fully vested and cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess of the Merger Consideration over the exercise price per share of Common Stock subject to such Company Stock Option, multiplied by (ii) the total number of shares subject to such Company Stock Option (without interest), subject to any applicable tax withholding. Any Company Stock Option with an exercise price per share of Common Stock that is equal to or greater than the Merger Consideration will be cancelled for no consideration.

Each restricted stock unit award in respect of shares of Common Stock subject to time-based vesting requirements that is outstanding immediately prior to the Effective Time (a “Company RSU”) will automatically, as of the Effective Time, become fully vested and be cancelled and converted into the right to receive in respect of each share of Common Stock subject to such Company RSU immediately prior to the Effective Time an amount in cash equal to the Merger Consideration (without interest), subject to any applicable tax withholding.

Each restricted share award subject to performance-based vesting requirements (a “Company PS Award” and together with the Company Stock Options and Company RSUs, the “Company Equity Awards”) that is outstanding immediately prior to the Effective Time and that will have satisfied its performance-based vesting conditions taking into account the effect of the Merger and vested based on actual performance measured through the Effective Time (with performance determined based solely on actual results achieved as of the Effective Time), will automatically, as of the Effective Time, become vested and be cancelled and converted into the right to receive an amount equal to the Merger Consideration (without interest) in respect of each share of Common Stock that is considered earned under the applicable Company PS Award agreement, subject to any applicable tax withholding. Each Company PS Award, or portion thereof, with a performance-based vesting condition in effect immediately prior to the Effective Time that is not met after taking into account the effect of the Merger, will be cancelled for no consideration.

For a description of the treatment of outstanding Company Equity Awards held by our non-employee directors and executive officers, see the section entitled “The Merger—Interests of Our Directors and Executive Officers in the Merger—Treatment of Company Equity Awards and the Company ESPP in the Merger.” For an estimate of the amounts that would become vested and payable to each of our named executive officers in connection with the Merger, see the section entitled “The Merger—Quantification of Potential Payments and Benefits to Emerald’s Named Executive Officers in Connection with the Merger” below.

Following the Agreement Date, (i) with respect to any Offering Period (as defined in the Emerald Expositions Events, Inc. 2019 Employee Stock Purchase Plan, dated as of January 22, 2019, as amended (the “Company ESPP”)), in effect as of the Agreement Date, (A) no employee who was not a participant in the Company ESPP as of the Agreement Date may become a participant or participate in such Offering Period and (B) no participant may increase the percentage of his or her payroll deductions or contributions in effect under the Company ESPP on the Agreement Date for such Offering Period, (ii) no new Offering Period will commence under the Company ESPP on or after the Agreement Date, (iii) any such Offering Period under the Company ESPP that does not end prior to the Effective Time will terminate and the Purchase Period (as defined in the Company ESPP) will be accelerated to a date before the Closing Date, in which case any shares of Common Stock purchased under the Offering Period will be treated the same as all other shares of Common Stock in the Merger, and (iv) immediately prior to and subject to the occurrence of the Effective Time, the Company ESPP will terminate.

Transaction Litigation (page 51)

As of the filing of this Information Statement, the Company is not aware of any complaints filed or litigation pending related to the Merger.

Material U.S. Federal Income Tax Consequences of the Merger (page 51)

The exchange of shares of Common Stock for cash pursuant to the Merger will be a taxable transaction to U.S. holders for U.S. federal income tax purposes. Stockholders that are U.S. holders will generally recognize gain or loss in an amount equal to the difference, if any, between the cash received and their adjusted tax basis in their shares of Common Stock exchanged. Stockholders that are non-U.S. holders and that exchange their shares of Common Stock for cash in the Merger generally will not be subject to U.S. federal income tax on gain resulting from the exchange unless such non-U.S. holder has certain connections to the United States or certain other requirements are met. Stockholders should read “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” for the definitions of “U.S. holder” and “non-U.S. holder” and a more detailed discussion of the U.S. federal income tax consequences of the Merger. Stockholders should consult their own tax advisors regarding the U.S. federal, state and local and/or non-U.S. tax consequences of the Merger to them in light of their particular circumstances.

Regulatory Approvals (page 55)

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and related rules, the Merger may not be completed until notifications have been given and information furnished to the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) and the Federal Trade Commission (the “FTC”) and all statutory waiting period requirements have been satisfied by the applicable agencies. On May 20, 2026, both the Company and Parent filed their respective notification and report forms under the HSR Act, which triggered the start of the HSR Act waiting period, and requested early termination of the HSR waiting period. On June 11, 2026, the FTC granted the request for the early termination of the waiting period under the HSR Act, effective June 11, 2026 at 11:45 a.m., Eastern Time. Accordingly, the condition to completion of the Merger requiring that the applicable waiting periods (and any extensions thereof) under the HSR Act in connection with the Merger have expired or been terminated has been satisfied.

In addition, the Merger is subject to merger control review by the Moroccan competition authority (“Conseil de la Concurrence”) pursuant to Law No. 104-12 of 30 June 2014, as amended (“Moroccan Competition Law”). Completion of the Merger is conditional upon actual or deemed clearance from the Conseil de la Concurrence under Moroccan Competition Law. The notification has been filed with the Conseil de la Concurrence on May 20, 2026, and the Conseil de la Concurrence’s review of the Merger is ongoing.

At any time before or after the Effective Time of the Merger, the Antitrust Division, the FTC, the Conseil de la Concurrence, or the governmental authorities of any other applicable jurisdiction in which a filing is required under applicable foreign antitrust laws, could take action under the antitrust laws, including seeking to prevent the Merger, to rescind the Merger or to conditionally approve the Merger upon the divestiture of assets of the Company or Parent or subject to regulatory conditions or other remedies. In addition, U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the Merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. There can be no assurance that a challenge to the Merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

The Merger Agreement (page 57 and Annex A)

Conditions to Completion of the Merger (page 76)

The obligations of each of the Company, Parent and Merger Sub to effect the Merger are subject to the satisfaction (or waiver by the applicable party, if permissible under applicable law) of the following conditions:

•

the Stockholder Approval has been obtained (which was satisfied on May 9, 2026 by delivery of the Company Stockholder Written Consent);

•

this Information Statement having been mailed to the Stockholders and at least twenty (20) days having elapsed since the date of the mailing;

•

any and all (i) applicable waiting periods (and any extensions thereof) under the HSR Act in connection with the Merger have expired or been terminated (which was satisfied on June 11, 2026 pursuant to the FTC grant of the request for the early termination of the waiting period under the HSR Act) and (ii) other approvals and clearances and expirations or terminations of waiting periods (as applicable) identified in the Company Disclosure Schedules have been obtained or have occurred, and any timing agreement with any governmental entity with respect to the Merger has expired or been terminated; and

•

the absence of any court order (whether temporary, preliminary or permanent) that is in effect and that restrains, enjoins or otherwise prohibits the consummation of the Merger.

The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver by Parent) of the following additional conditions at or prior to the Closing:

•

the representations and warranties of the Company set forth in the Merger Agreement will be true and correct as of the Agreement Date and as of the Closing Date with the same force and effect as if made on and as of such date, without giving effect to any materiality qualifications, except (A) the capitalization representations and warranties of the Company will be true and correct in all respects, except where the failure of such representation and warranty to be true and correct is de minimis in nature, (B) the representation and warranty that there has been no Company Material Adverse Effect since December 31, 2025 will be true and correct in all respects, and (C) the representations and warranties related to organization and power, subsidiaries, authority and brokers will be true and correct in all material respects;

•

the Company has performed or complied with, in all material respects, its agreements and covenants contained in the Merger Agreement that are required to be performed or complied with by it at or prior to the Effective Time pursuant to the terms thereof;

•

since the Agreement Date, no Company Material Adverse Effect has occurred and is continuing; and

•

the receipt by Parent and Merger Sub of a certificate, signed for and on behalf of the Company by an executive officer of the Company, certifying that the conditions described in the preceding three bullets have been satisfied.

In addition, the obligations of the Company to effect the Merger are further subject to the satisfaction (or waiver by the Company) of the following additional conditions at or prior to the Closing:

•

the representations and warranties of Parent and Merger Sub set forth in the Merger Agreement will be true and correct as of the Agreement Date and as of the Closing Date with the same force and effect as if made on and as of such date without giving effect to any materiality qualifications, except (A) where such failure of such representations and warranties would not constitute a Parent Material Adverse Effect (as such term is defined in the Merger Agreement) and (B) the representations and warranties related to organization, authority and brokers will be true and correct in all material respects;

•

Parent and Merger Sub have performed, or complied with, in all material respects all of their respective agreements, covenants and obligations required by the Merger Agreement to be performed or complied with by each of them at or prior to the Effective Time; and

•

the receipt by the Company of a certificate, signed for and on behalf of Parent and Merger Sub by an executive officer of each of Parent and Merger Sub, certifying that the conditions described in the preceding two bullets have been satisfied.

Further, Parent has entered into a separate agreement to acquire 100% of the outstanding voting securities of Questex Holdings Group, Inc. (“Questex” and such transaction, the “Questex Transaction”), with the intent to combine the Emerald and Questex businesses following consummation of the transactions. Questex is not an affiliate of, and has no ownership or governance relationship with, Emerald or any of its subsidiaries. Closing of the Questex Transaction is not a condition to either Parent’s or Emerald’s obligations to effect the Merger.

For more information, see “The Merger Agreement—Conditions to Completion of the Merger.”

No Solicitation or Negotiation of Takeover Proposals (page 68)

From the Agreement Date until the earlier of the termination of the Merger Agreement in accordance with its terms and the Effective Time, the Company has agreed that the Company will not, and its subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives will not, directly or indirectly:

•

initiate, solicit or knowingly encourage any inquiries with respect to or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal;

•

engage in or otherwise participate in any discussions or negotiations regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal (other than, in response to an unsolicited inquiry, to ascertain facts from the person making such Acquisition Proposal for the sole purpose of informing itself about such Acquisition Proposal and the person that made it and to refer the inquiring person to the no-solicitation provisions of the Merger Agreement);

•

provide any non-public information to any person relating to the Company or any of its subsidiaries, or afford to any person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its subsidiaries, with respect to an Acquisition Proposal;

•

enter into an Alternative Acquisition Agreement; or

•

authorize or commit to do any of the foregoing.

For more information, see the section entitled “The Merger Agreement—No Solicitation or Negotiation of Takeover Proposals.”

Termination of the Merger Agreement (page 77)

The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, only as follows:

•

whether before or after the Stockholder Approval has been obtained (which was obtained on May 9, 2026) and whether before or after the adoption of the Merger Agreement by the sole stockholder of Merger Sub, by mutual written consent of the Company and Parent; or

•

by either Parent or the Company if:

•

an Outside Date Termination occurs;

•

any law or order by a governmental entity of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Merger has become final and non-appealable, provided that the right to terminate the Merger Agreement pursuant to this provision will not be available to a party if the enactment, issuance, promulgation, enforcement or entry of any order, or the order becoming final and non-appealable, was primarily caused by the party’s breach of any representation, warranty, covenant or other agreement of such party set forth in the Merger Agreement, and provided further that the party seeking to terminate the Merger Agreement pursuant to this provision must have used the efforts required under the Merger Agreement to cause the Merger to be consummated on or before the Termination Date; or

•

by the Company:

•

at any time prior to the time the Stockholder Approval is obtained, in the event of a Superior Proposal Company Termination; however, this termination provision expired following delivery of the Company Stockholder Written Consent on May 9, 2026;

•

in the event of a Parent Breach Termination;

•

in the event of a Parent Financing Termination; or

•

by Parent:

•

at any time prior to the time the Stockholder Approval is obtained, in the event of a Change of Recommendation Termination; however, this termination provision expired following delivery of the Company Stockholder Written Consent on May 9, 2026;

•

in the event of a Written Consent Termination; however, this termination provision expired following delivery of the Company Stockholder Written Consent on May 9, 2026; or

•

in the event of a Company Breach Termination.

For more information, see “The Merger Agreement—Termination of the Merger Agreement.”

Termination Fees and Expenses (page 79)

The Company must pay Parent a termination fee of $84,000,000 if any of the following events occur:

•

(i) the Merger Agreement is terminated by the Company pursuant to an Outside Date Termination, or by Parent pursuant to a Written Consent Termination or a Company Breach Termination, and

the Stockholder Approval has not otherwise been obtained (which was obtained on May 9, 2026); (ii) any person has publicly proposed, announced or made a bona fide written Acquisition Proposal after the Agreement Date and prior to the delivery of the Company Stockholder Written Consent, and such Acquisition Proposal has not been publicly withdrawn prior to the delivery of the Company Stockholder Written Consent; and (iii) within twelve (12) months of a termination of the Merger Agreement the Company has consummated an Acquisition Proposal that caused such termination;

•

the Company effects a Superior Proposal Company Termination; or

•

Parent effects a Change of Recommendation Termination.

Parent must pay the Company a termination fee of $84,000,000 if any of the following events occur:

•

the Merger Agreement is terminated by the Company or Parent (x) if the Effective Time of the Merger has not occurred prior to the Termination Date due to the closing conditions related to the HSR Act (which was satisfied on June 11, 2026 pursuant to the FTC grant of the request for the early termination of the waiting period under the HSR Act) and governmental orders not being satisfied (where with respect to governmental orders, the condition is not satisfied as a result of enforcement of U.S. antitrust laws) or (y) due to a final and non-appealable law or order of a U.S. governmental authority permanently restraining, enjoining or otherwise prohibiting the closing of the Merger as a result of U.S. antitrust laws; provided, that, in each case, all other applicable closing conditions have been satisfied or waived; or

•

a Parent Breach Termination or Parent Financing Termination has occurred.

For more information, see the section of this Information Statement entitled “The Merger Agreement—Termination Fees and Expenses.”

Payment of Merger Consideration (page 61)

Prior to the Effective Time, Parent will designate a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration, and in connection therewith, enter into an agreement reasonably acceptable to the Company relating to the Paying Agent’s responsibilities. Prior to the Effective Time, Parent will deposit with the Paying Agent, in trust for the benefit of the Stockholders entitled thereto, a cash amount sufficient to pay the aggregate Merger Consideration (such cash being referred to as the “Exchange Fund”).

Each holder of non-certificated shares of Common Stock represented by book-entry (“Book-Entry Shares”) whose shares were converted pursuant to the provisions of the Merger Agreement into the right to receive the Merger Consideration will be entitled to receive the Merger Consideration in respect of such holder’s shares, and other than the holders of Excluded Shares, each holder will automatically receive payment for such holder’s shares of Common Stock without further action or instructions, unless further instructions from the Paying Agent are required (or the Paying Agent requires other evidence of transfer, if any). Payment of the Merger Consideration with respect to Book-Entry Shares will only be made to the holder in whose name such Book-Entry Shares are registered.

If a transfer of ownership of shares is not registered in the stock transfer books of the Company, or if the Merger Consideration is to be paid in a name other than that in which the Book-Entry Shares are registered, the Merger Consideration may be paid to a person other than the person in whose name the Book-Entry Share so transferred is registered only if proper evidence of such transfer is presented and the person requesting such payment has paid to the Company (or any agent designated by the Company) any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder, or established to the satisfaction of the Company that such taxes have been paid or are otherwise not payable.

Each of Parent, the Surviving Corporation and the Paying Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Merger Agreement such taxes as it is required to deduct and withhold.

Any portion of the Exchange Fund that remains unclaimed six (6) months after the Effective Time will be delivered to the Surviving Corporation. Any holder of shares of Common Stock (other than Excluded Shares) who has not theretofore complied with the exchange procedures in the Merger Agreement will thereafter look only to the Surviving Corporation and Parent, which will remain responsible for payment of the Merger Consideration for such shares as provided in the Merger Agreement, without any interest thereon. None of the Surviving Corporation, Parent, Merger Sub, the paying agent or any other person will be liable to any such holder for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

For more information, see the section of this Information Statement entitled “The Merger Agreement—Payment of Merger Consideration.”

Specific Performance (page 80)

The parties to the Merger Agreement will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to seek an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement.

Notwithstanding the foregoing, the parties to the Merger Agreement have each acknowledged that the Company is entitled to seek specific performance of Parent’s and Merger Sub’s obligations pursuant to the terms of the Merger Agreement and the Equity Commitment Letter to complete the Closing, including to cause, subject to the terms and conditions set forth in the Equity Commitment Letter, the Equity Financing to be funded to fund the Merger and to consummate the Merger and the Closing, only in the event that:

•

all of the mutual conditions to Closing and Parent’s and Merger Sub’s conditions to Closing have been satisfied (other than those conditions to be satisfied by actions to be taken at the Closing itself, but which conditions would have been satisfied had the Closing occurred when it was required to occur pursuant to the Merger Agreement);

•

Parent or Merger Sub fail to complete the Closing on the date the Closing is required to have occurred pursuant to the Merger Agreement;

•

the Debt Financing has been funded or will be funded in full at the Closing if the Equity Financing is funded; and

•

the Company has irrevocably confirmed in a written notice to Parent that (A) all of the conditions to Closing, other than the Parent and Merger Sub’s conditions to Closing, have been and continue to be satisfied (or are waived effective as of immediately prior to the Closing, but subject to the Closing occurring) and (B) the Closing will occur if the Equity Financing and Debt Financing are funded and specific performance is granted.

For more information, see the section of this Information Statement entitled “The Merger Agreement—Specific Performance.”

The Support Agreement (page 82 and Annex B)

Simultaneously with the execution of the Merger Agreement, the Majority Stockholders, in their capacity as Stockholders, entered into a Support Agreement (the “Support Agreement”) with Parent, Merger Sub and the

Company. Pursuant to the Support Agreement, the Majority Stockholders agreed, among other things, to deliver the Company Stockholder Written Consent adopting the Merger Agreement within 12 hours following the execution of the Merger Agreement, and to vote their shares of Common Stock in favor of the adoption of the Merger Agreement and against any Acquisition Proposal or any other action that would reasonably be expected to prevent, interfere with, or impair the consummation of the Merger. The Majority Stockholders have also agreed (i) to waive any dissenters’ or appraisal rights under Section 262 of the DGCL, (ii) not to transfer their Common Stock prior to Closing without the prior written consent of Parent, subject to certain exceptions contained in the Support Agreement, and (iii) to certain other covenants, including certain confidentiality obligations and a non-solicitation and non-hire of certain Company employees, subject to customary exceptions set forth therein. The Support Agreement terminates automatically upon the earlier to occur of (a) the valid termination of the Merger Agreement in accordance with its terms prior to the consummation of the Merger and (b) the written agreement of all of the parties thereto. As of the Record Date (which was also the date of execution of the Support Agreement), the Majority Stockholders collectively held approximately 93% of the aggregate voting power of the then issued and outstanding shares of Common Stock. For more information, please see the section of this Information Statement captioned “Support Agreement.” A copy of the Support Agreement is attached to this Information Statement as Annex B.

Appraisal Rights (page 85)

Pursuant to Section 262 of the DGCL, holders of record and beneficial owners of shares of Common Stock (other than the Majority Stockholders) have the right to demand an appraisal of, and be paid the “fair value” of, their shares of Common Stock (as determined by the Delaware Court of Chancery), together with interest, if any, on the amount determined to be the fair value, instead of receiving the Merger Consideration if the Merger is completed, but only if they strictly comply with the procedures and requirements set forth under Section 262 of the DGCL. The judicially determined fair value under Section 262 could be greater than, equal to or less than the $5.03 per share that Stockholders are entitled to receive in the Merger. In order to exercise your appraisal rights, you must submit a written demand for an appraisal of your shares no later than 20 days after the date of mailing of this notice and the accompanying Information Statement, which mailing date is on June 18, 2026, and precisely comply with all of the procedures set forth under Section 262 of the DGCL. In addition, even if you comply with such procedures in seeking to exercise your appraisal rights in connection with the Merger, the Delaware Court of Chancery will dismiss any such appraisal proceedings as to all holders and beneficial owners of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares of Common Stock entitled to appraisal exceeds 1% of the outstanding shares of Common Stock, or (2) the value of the consideration provided in the Merger for such total number of shares of Common Stock exceeds $1 million.

For a more complete discussion of these procedures, see the section entitled “Appraisal Rights” beginning on page 85 and the provisions of Delaware law that grant appraisal rights and govern such procedures, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. We urge you to read these provisions carefully and in their entirety. Moreover, due to the complexity of the procedures for exercising the right to demand appraisal, Stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to comply strictly with all of the requirements of Section 262 of the DGCL may result in loss of the right of appraisal.

Market Information and Dividends (page 84)

Shares of Common Stock are listed on the NYSE under the trading symbol “EEX.” As of the Record Date, 197,909,463 shares of Common Stock were issued and outstanding, held by 32 Stockholders of record.

Emerald has declared and paid a dividend for each quarter starting September 30, 2024 through March 31, 2026 of $0.015 per share. The Company Board has previously approved a dividend for the quarter ending June 30,

2026, of $0.015 per share, which was paid on June 1, 2026, to holders of Common Stock as of May 21, 2026. The terms of the Merger Agreement do not allow us to declare or pay a dividend between May 9, 2026 and the earlier of the consummation of the Merger or the termination of the Merger Agreement, other than as set forth in the immediately preceding sentence.

Delisting and Deregistration of Common Stock

If the Merger is completed, the Common Stock will be delisted from the NYSE and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC on account of Common Stock.

Effect on Emerald if the Merger is Not Completed

If the Merger is not completed for any reason, Stockholders will not receive any payment for their shares of Common Stock in connection with the Merger. Instead, Emerald will remain a publicly traded company, the Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and Emerald will continue to file periodic reports with the SEC.

QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a Stockholder. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this Information Statement, the annexes to this Information Statement and the documents referred to or incorporated by reference in this Information Statement, each of which you should read carefully. You may obtain additional information, which is incorporated by reference in this Information Statement, without charge by following the instructions in “Where You Can Find More Information” beginning on page 95.

Q:	Why did I receive this Information Statement?

Applicable laws and securities regulations require us to provide you with notice of the Company Stockholder Written Consent that was delivered to the Company by the Majority Stockholders, as well as other information regarding the Merger, even though your vote or consent is neither required nor requested to adopt or authorize the Merger Agreement or complete the Merger. This Information Statement also constitutes notice of (i) the Company Stockholder Written Consent as required by Section 228(e) of the DGCL and (ii) the availability of appraisal rights in connection with the Merger under Section 262 of the DGCL, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Q:	What is the proposed transaction and what effects will it have on Emerald?

The proposed transaction is the acquisition of Emerald by Parent pursuant to the Merger Agreement. Once the closing conditions under the Merger Agreement have been satisfied or waived and subject to the other terms and conditions in the Merger Agreement, Merger Sub will merge with and into Emerald. Emerald will be the Surviving Corporation of the Merger and a wholly owned direct subsidiary of Parent. As a result of the Merger, Emerald will cease to be a publicly traded company.

Q:	What will I receive in the Merger?

Upon completion of the Merger and subject to the terms and conditions in the Merger Agreement, each share of Common Stock that you own immediately prior to the Effective Time will be cancelled and converted into the right to receive $5.03 in cash, without interest, unless you properly and timely exercise, and do not withdraw, waive or fail to perfect, appraisal rights under Section 262 of the DGCL. For example, if you own 100 shares of Common Stock immediately prior to the Effective Time, you will receive $503.00 in cash in exchange for your shares of Common Stock without interest and less any applicable withholding taxes. After the Effective Time, you will not own any shares of Common Stock.

Q:	What happens to the Company Stock Options, Company RSUs and Company PS Awards if the Merger is completed?

Except as set forth in the Merger Agreement, each Company Stock Option, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time, will automatically, as of the Effective Time, be fully vested and cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess of the Merger Consideration over the exercise price per share of Common Stock subject to such Company Stock Option, multiplied by (ii) the total number of shares subject to such Company Stock Option (without interest), subject to any applicable tax withholding. Any Company Stock Option with an exercise price per share of Common Stock that is equal to or greater than the Merger Consideration will be cancelled for no consideration.

Each Company RSU that is outstanding immediately prior to the Effective Time, will automatically, as of the Effective Time, become fully vested and be cancelled and converted into the right to receive in respect of each share of Common Stock subject to such Company RSU immediately prior to the Effective Time an amount in cash equal to the Merger Consideration (without interest), subject to any applicable tax withholding.

Each Company PS Award that is outstanding immediately prior to the Effective Time and that will have satisfied its performance-based vesting conditions taking into account the effect of the Merger and vested based on actual performance measured through the Effective Time (with performance determined solely on actual results achieved as of the Effective Time), will automatically, as of the Effective Time, become vested and be cancelled and converted into the right to receive an amount equal to the Merger Consideration (without interest) in respect of each share of Common Stock that is considered earned under the applicable Company PS Award agreement, subject to any applicable tax withholding. Each Company PS Award, or portion thereof, with a performance-based vesting condition in effect immediately prior to the Effective Time that is not met after taking into account the effect of the Merger, will be cancelled for no consideration.

Q:	What happens to the Company ESPP if the Merger is completed?

Following the Agreement Date, (i) with respect to any Offering Period (as defined in the Company ESPP), in effect as of the Agreement Date, (A) no employee who was not a participant in the Company ESPP as of the Agreement Date may become a participant or participate in such Offering Period and (B) no participant may increase the percentage of his or her payroll deductions or contributions in effect under the Company ESPP on the Agreement Date for such Offering Period, (ii) no new Offering Period will commence under the Company ESPP on or after the Agreement Date, (iii) any such Offering Period under the Company ESPP that does not end prior to the Effective Time will terminate and the Purchase Period (as defined in the Company ESPP) will be accelerated to a date before the Closing Date, in which case any shares of Common Stock purchased under the Offering Period will be treated the same as all other shares of Common Stock in the Merger, and (iv) immediately prior to and subject to the occurrence of the Effective Time, the Company ESPP will terminate.

Q:	Do any officers or directors of Emerald have interests in the Merger that may differ from or be in addition to my interests as a Stockholder?

You should be aware that our directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of our Stockholders generally. The Company Board was aware of these interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement and in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby. These interests are described in the section entitled “The Merger—Interests of Our Directors and Executive Officers in the Merger” beginning on page 45.

Q:	When do you expect the Merger to be completed?

We are working to complete the Merger as quickly as possible. We currently expect to complete the Merger promptly after all of the conditions to the Merger have been satisfied or waived and subject to the other terms and conditions in the Merger Agreement. Completion of the Merger is currently expected to occur in the second half of 2026, subject to the satisfaction of required regulatory clearances and other customary closing conditions, although the Company cannot assure completion by any particular date, if at all.

Q:	What happens if the Merger is not completed?

A:	If the Merger is not completed for any reason, Stockholders will not receive any payment for their shares of Common Stock in connection with the Merger. Instead, Emerald will remain a publicly traded company, the

Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and Emerald will continue to file periodic reports with the SEC.

Q:	Why am I not being asked to vote on the Merger?

Under Delaware law and the Company’s certificate of incorporation, the adoption of the Merger Agreement by Stockholders required the affirmative vote or written consent of Stockholders holding in the aggregate at least a majority of the voting power of the outstanding shares of Common Stock entitled to vote thereon. Further, under the Company’s certificate of incorporation, prior to the first time that Onex Corporation and its affiliates (other than Emerald), including funds managed by an affiliate of the Onex Group, ceases to beneficially own more than fifty percent (50%) of the then-outstanding shares of Common Stock, subject to the rights of the holders of any series of preferred stock of the Company, any action required or permitted to be taken at any annual or special meeting of the Stockholders may be taken without a meeting, without prior notice and without a vote of Stockholders, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Company in accordance with applicable law and the Company’s certificate of incorporation. Holders of Common Stock are entitled to one vote for each share held of record on all matters on which Stockholders are entitled to vote generally, including adoption of the Merger Agreement. The requisite Stockholder Approval was obtained on May 9, 2026 following the execution of the Merger Agreement, when the Company Stockholder Written Consent was delivered to the Company by the Majority Stockholders, which owned of record and beneficially shares of Common Stock constituting approximately 93% of the aggregate voting power of the issued and outstanding shares of Common Stock on that date. As a result, no further action by any Stockholder is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement or approve the Merger, and the Company will not be soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement and will not call a Stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement.

Q:	Did the Company Board approve and recommend the Merger Agreement?

Yes. After careful consideration, the Company Board unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to and in the best interests of the Company and its Stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (iii) authorized and approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, and (iv) recommended the adoption of the Merger Agreement by the Stockholders, subject to the terms and conditions of the Merger Agreement. For a discussion of the factors that the Company Board considered in determining to approve and recommend the Merger Agreement, please see “The Merger—Recommendation of the Company Board; Reasons for the Merger” beginning on page 31.

Q:	What happens if I sell my shares before completion of the Merger?

If you transfer your shares of Common Stock before consummation of the Merger, you will have transferred the right to receive the Merger Consideration and lose your appraisal rights. In order to receive the Merger Consideration or exercise appraisal rights, you must continuously hold (in the case of a Stockholder demanding appraisal) or beneficially own (in the case of a beneficial owner demanding appraisal) your shares of Common Stock from the date of making the demand through the Effective Time and, in the case of any effort to exercise appraisal rights, otherwise comply with all other requirements of Section 262 of the DGCL.

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SEC Form DEFM14C filed by Emerald Holding Inc.