UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 7.01. | Regulation FD Disclosure |
Emerald Holding, Inc. (NYSE: EEX) (“Emerald” or the “Company”) announced that it has begun a review of potential strategic options following inquiries regarding a possible acquisition of the Company. Goldman Sachs & Co. LLC is acting as lead financial advisor to the Company in connection therewith. Emerald’s Board of Directors, in accordance with their fiduciary duties, is reviewing these options. There is no assurance that any transaction will occur as a result of this review of options, and Emerald’s Board of Directors does not expect to provide updates regarding this review until an agreement is reached, or the review is otherwise completed.
In connection with this announcement, Emerald is reaffirming its Full Year 2025 guidance of $460 - $465 million in Revenue and $122.5–$127.5 million in Adjusted EBITDA.
A copy of the press release is attached to this report as Exhibit 99.1. The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release of the Company, dated December 16, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |
Cautionary Statement Concerning Forward-Looking Statements
The information set forth and incorporated by reference in this Current Report on Form 8-K contains certain forward-looking statements regarding Emerald and its subsidiaries. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding any transaction that the Company may pursue as well as Emerald’s guidance with respect to estimated revenues, Adjusted EBITDA and financial pacing for 2026. These statements are based on management’s current expectations as well as estimates and assumptions prepared by management as of the date hereof, and although they are believed to be reasonable, they are inherently uncertain and not guaranteed. These statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of the Company’s control that may cause its business, industry, strategy, financing activities or actual results to differ materially. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. The Company undertakes no obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise. Past results are not indicative of future performance.
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 hereunto duly authorized.
| EMERALD HOLDING, INC. | ||||||
| Date: December 16, 2025 | By: | /s/ David Doft | ||||
| David Doft | ||||||
| Chief Financial Officer | ||||||