EMERALD HOLDING, INC., 10-Q filed on 10/31/2025
Quarterly Report
v3.25.3
Document and Entity Information - shares
 9 Months Ended
Sep. 30, 2025
Oct. 29, 2025
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Sep. 30, 2025  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q3  
Trading Symbol EEX  
Entity Registrant Name Emerald Holding, Inc.  
Entity Central Index Key 0001579214  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Shell Company false  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   197,807,355
Title of 12(b) Security Common Stock, par value $0.01 per share  
Security Exchange Name NYSE  
Entity File Number 001-38076  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 42-1775077  
Entity Address, Address Line One 100 Broadway  
Entity Address, Address Line Two 14th Floor  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10005  
City Area Code 949  
Local Phone Number 226-5700  
Document Quarterly Report true  
Document Transition Report false  
v3.25.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Millions
Sep. 30, 2025
Dec. 31, 2024
Current assets    
Cash and cash equivalents $ 95.4 $ 194.8
Trade and other receivables, net of allowances of $2.6 million and $1.6 million as of September 30, 2025 and December 31, 2024, respectively 95.3 82.5
Prepaid expenses and other current assets 41.2 29.6
Total current assets 231.9 306.9
Noncurrent assets    
Property and equipment, net 2.0 1.8
Intangible assets, net 190.6 155.9
Goodwill, net 781.4 573.8
Right-of-use lease assets 7.4 6.4
Other noncurrent assets 4.0 3.9
Total assets 1,217.3 1,048.7
Current liabilities    
Accounts payable and other current liabilities 43.9 40.7
Income tax payable 1.1 0.0
Cancelled event liabilities 1.0 1.2
Deferred revenues 229.0 190.5
Contingent consideration 1.5 0.7
Right-of-use lease liabilities, current portion 5.3 4.0
Term loan, current portion 5.2 4.2
Total current liabilities 287.0 241.3
Noncurrent liabilities    
Term loan, net of discount and deferred financing fees 499.8 398.5
Deferred tax liabilities, net 16.2 4.9
Right-of-use lease liabilities, noncurrent portion 4.4 5.5
Other noncurrent liabilities 40.4 12.6
Total liabilities 847.8 662.8
Commitments and contingencies (Note 13)
Stockholders' equity    
Common stock, $0.01 par value; authorized shares at September 30, 2025 and December 31, 2024: 800,000; 197,961 and 201,447 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively 2.0 2.0
Additional paid-in capital 1,017.7 1,034.0
Accumulated other comprehensive income 0.4 0.0
Accumulated deficit (650.6) (650.1)
Total stockholders' equity 369.5 385.9
Total liabilities and stockholders' equity $ 1,217.3 $ 1,048.7
v3.25.3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Millions
Sep. 30, 2025
Dec. 31, 2024
Allowance - trade and other receivables, current $ 2.6 $ 1.6
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 800,000,000 800,000,000
Common stock, shares issued 197,961,000 201,447,000
Common stock, shares outstanding 197,961,000 201,447,000
v3.25.3
Condensed Consolidated Statements of Loss (unaudited) - USD ($)
shares in Thousands, $ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Income Statement [Abstract]        
Revenues $ 77.5 $ 72.6 $ 330.7 $ 292.0
Other income, net 0.0 0.0 0.0 1.0
Cost of revenues 25.3 23.1 117.3 103.7
Selling, general and administrative expense 51.3 40.8 152.5 135.8
Depreciation and amortization expense 8.7 7.1 22.7 21.2
Intangible asset impairment charges 0.0 6.3 0.0 6.3
Operating (loss) income (7.8) (4.7) 38.2 26.0
Interest expense 10.7 12.3 39.0 36.4
Interest income 0.6 2.2 4.2 6.6
(Loss) income before income taxes (17.9) (14.8) 3.4 (3.8)
(Benefit from) provision for income taxes (3.5) (3.7) 3.9 (0.9)
Net loss attributable to Emerald Holding, Inc. (14.4) (11.1) (0.5) (2.9)
Accretion to redemption value of redeemable convertible preferred stock 0.0 0.0 0.0 (12.7)
Net loss attributable to Emerald Holding, Inc. common stockholders $ (14.4) $ (11.1) $ (0.5) $ (15.6)
Basic loss per share $ (0.07) $ (0.05) $ (0) $ (0.11)
Diluted loss per share $ (0.07) $ (0.05) $ (0) $ (0.11)
Basic weighted average common shares outstanding 197,950 203,893 199,053 141,179
Diluted weighted average common shares outstanding 197,950 203,893 199,053 141,179
v3.25.3
Condensed Consolidated Statements of Comprehensive (Loss) Income (unaudited) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Statement of Comprehensive Income [Abstract]        
Net loss attributable to Emerald Holding, Inc. $ (14.4) $ (11.1) $ (0.5) $ (2.9)
Accretion to redemption value of redeemable convertible preferred stock 0.0 0.0 0.0 (12.7)
Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders (14.4) (11.1) (0.5) (15.6)
Other comprehensive (loss) income, net of tax:        
Foreign currency translation adjustments (5.1) 0.0 0.4 0.0
Total other comprehensive (loss) income, net of tax: (5.1) 0.0 0.4 0.0
Comprehensive loss attributable to Emerald Holding, Inc. common stockholders $ (19.5) $ (11.1) $ (0.1) $ (15.6)
v3.25.3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($)
shares in Thousands, $ in Millions
Total
Redeemable Convertible Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Other Comprehensive Income [Member]
Accumulated Deficit [Member]
Balances at Dec. 31, 2023 $ (92.5)   $ 0.6 $ 559.2   $ (652.3)
Balances, shares at Dec. 31, 2023     62,915      
Temporary Equity, Balances at Dec. 31, 2023   $ 497.1        
Temporary Equity, Balances, shares at Dec. 31, 2023   71,403        
Stock-based compensation 5.0     5.0    
Dividends on common stock (3.1)     (3.1)    
Issuance of common stock under equity plans 1.5     1.5    
Issuance of common stock under equity plans, shares     561      
Accretion to redemption value of redeemable convertible preferred stock (12.7)     (12.7)    
Temporary Equity, Accretion to redemption value of redeemable convertible preferred stock   $ 12.7        
Temporary Equity, Redeemable convertible preferred stock conversion, shares   (71,403)        
Temporary Equity Redeemable convertible preferred stock conversion   $ (501.2)        
Redeemable convertible preferred stock conversion 501.2   $ 1.4 499.8    
Redeemable convertible preferred stock conversion, shares     140,782      
Repurchase of common stock (5.4)     (5.4)    
Repurchase of common stock, shares     (1,038)      
Preferred stock cash dividend   (8.6)        
Other comprehensive income (loss) 0.0          
Net Income (Loss) (2.9)          
Net loss and comprehensive loss (2.9)         (2.9)
Balances at Sep. 30, 2024 391.1   $ 2.0 1,044.3   (655.2)
Balances, shares at Sep. 30, 2024     203,220      
Balances at Jun. 30, 2024 407.6   $ 2.0 1,049.7   (644.1)
Balances, shares at Jun. 30, 2024     203,926      
Temporary Equity, Balances at Jun. 30, 2024   $ 0.0        
Temporary Equity, Balances, shares at Jun. 30, 2024   0        
Stock-based compensation 1.1     1.1    
Dividends on common stock (3.1)     (3.1)    
Issuance of common stock under equity plans 0.2     0.2    
Issuance of common stock under equity plans, shares     37      
Repurchase of common stock (3.6)     (3.6)    
Repurchase of common stock, shares     (743)      
Other comprehensive income (loss) 0.0          
Net Income (Loss) (11.1)          
Net loss and comprehensive loss (11.1)         (11.1)
Balances at Sep. 30, 2024 391.1   $ 2.0 1,044.3   (655.2)
Balances, shares at Sep. 30, 2024     203,220      
Balances at Dec. 31, 2024 385.9   $ 2.0 1,034.0   (650.1)
Balances, shares at Dec. 31, 2024     201,447      
Stock-based compensation 8.5     8.5    
Dividends on common stock (9.0)     (9.0)    
Issuance of common stock under equity plans 0.4     0.4    
Issuance of common stock under equity plans, shares     290      
Repurchase of common stock (16.2)     (16.2)    
Repurchase of common stock, shares     (3,776)      
Other comprehensive income (loss) 0.4       $ 0.4  
Net Income (Loss) (0.5)         (0.5)
Balances at Sep. 30, 2025 369.5   $ 2.0 1,017.7 0.4 (650.6)
Balances, shares at Sep. 30, 2025     197,961      
Balances at Jun. 30, 2025 389.4   $ 2.0 1,018.1 5.5 (636.2)
Balances, shares at Jun. 30, 2025     197,977      
Stock-based compensation 2.9     2.9    
Dividends on common stock (3.0)     (3.0)    
Issuance of common stock under equity plans 0.2     0.2    
Issuance of common stock under equity plans, shares     100      
Repurchase of common stock (0.5)     (0.5)    
Repurchase of common stock, shares     (116)      
Other comprehensive income (loss) (5.1)       (5.1)  
Net Income (Loss) (14.4)         (14.4)
Balances at Sep. 30, 2025 $ 369.5   $ 2.0 $ 1,017.7 $ 0.4 $ (650.6)
Balances, shares at Sep. 30, 2025     197,961      
v3.25.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Operating activities    
Net loss $ (0.5) $ (2.9)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Stock-based compensation 8.5 4.7
Allowance for credit losses 1.7 0.4
Depreciation and amortization 22.7 21.2
Intangible asset impairments 0.0 6.3
Loss on lease abandonment 0.0 0.1
Non-cash operating lease expense 1.9 1.8
Amortization of deferred financing fees and debt discount 1.2 3.3
Deferred income taxes 2.0 2.6
Remeasurement of contingent consideration 8.7 (0.7)
Changes in operating assets and liabilities, net of effect of businesses acquired:    
Trade and other receivables 10.6 0.2
Prepaid expenses and other current assets 0.9 (5.3)
Other noncurrent assets 0.5 0.0
Accounts payable and other current liabilities (2.2) (2.5)
Cancelled event liabilities (0.2) 1.1
Contingent consideration (0.2) (0.2)
Income tax payable (3.7) (8.9)
Deferred revenues (19.4) 8.4
Operating lease liabilities (3.0) (2.5)
Other noncurrent liabilities 0.8 (0.9)
Net cash provided by operating activities 30.3 26.2
Investing activities    
Acquisition of businesses, net of cash acquired (192.3) (16.2)
Escrow payment for business acquisition (2.7) 0.0
Working capital adjustment receivable from seller 0.0 1.0
Purchases of property and equipment (0.6) (0.6)
Purchases of intangible assets (5.5) (7.0)
Net cash used in investing activities (201.1) (22.8)
Financing activities    
Payment of contingent consideration for acquisition of businesses (3.2) 0.0
Proceeds from Second Amended and Restated Term Loan Facility 275.4 0.0
Repayment of principal on Extended Term Loan Facility (169.5) (3.1)
Repayment of principal on Second Amended and Restated Term Loan Facility (1.3) 0.0
Original issuance discount (2.0) 0.0
Fees paid for debt issuance (2.1) 0.0
Repurchase of common stock (16.2) (5.4)
Dividends on common stock (9.0) (3.1)
Preferred stock cash dividend 0.0 (8.6)
Proceeds from issuance of common stock under equity plans 0.4 1.5
Net cash provided by (used in) financing activities 72.5 (18.7)
Effect of foreign exchange rates on cash and cash equivalents (1.1) 0.0
Net decrease in cash and cash equivalents (99.4) (15.3)
Cash and cash equivalents    
Beginning of period 194.8 204.2
End of period 95.4 188.9
Supplemental disclosure of non-cash investing and financing activities:    
Unpaid capital expenditures 0.6 0.6
Conversion of redeemable convertible preferred stock to common stock 0.0 501.2
Second Amended and Restated Term Loan Facility 239.6 0.0
Extended Term Loan Facility $ (239.6) $ 0.0
v3.25.3
Pay vs Performance Disclosure - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Pay vs Performance Disclosure        
Net Income (Loss) $ (14.4) $ (11.1) $ (0.5) $ (2.9)
v3.25.3
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2025
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Rule 10b5-1 Arr Modified false
Non-Rule 10b5-1 Arr Modified false
v3.25.3
Basis of Presentation
 9 Months Ended
Sep. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation
1.
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, 2024. The December 31, 2024 condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2024.

The results for the three and nine months ended September 30, 2025 are not necessarily indicative of results to be expected for a full year, any other interim periods or any future year or period.

Foreign Currency Translations

The financial results of the Company’s recent international acquisitions, as described below in Note 4, Business Acquisitions, are 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.
v3.25.3
Recent Accounting Pronouncements
 9 Months Ended
Sep. 30, 2025
Accounting Changes and Error Corrections [Abstract]  
Recent Accounting Pronouncements
2.
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.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires disclosure of disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions and applies to all entities subject to income taxes. The standard should be applied on a prospective basis although retrospective application is permitted. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. 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.
v3.25.3
Revenues
 9 Months Ended
Sep. 30, 2025
Revenue from Contract with Customer [Abstract]  
Revenues
3.
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 87.1% and 86.0% of total revenues for the three months ended September 30, 2025 and 2024, respectively. Trade show and other events revenues represented approximately 91.1% and 89.3% of total revenues for the nine months ended September 30, 2025 and 2024, 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 $229.0 million and $190.5 million as of September 30, 2025 and December 31, 2024, respectively, and are reported as deferred revenues on the condensed consolidated balance sheets. Long-term deferred revenues as of September 30, 2025 were $0.4 million and are reported as other noncurrent liabilities on the condensed consolidated balance sheets. Long-term deferred revenues as of December 31, 2024 were immaterial. During the nine months ended September 30, 2025, the Company recognized revenues of $162.7 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.

Accounts receivable credits and deferred revenue balances upon an event being cancelled are reclassified as cancelled event liabilities in the condensed consolidated balance sheets as the total amount represents balances which are expected to be refunded to customers. As of September 30, 2025, cancelled event liabilities of $1.0 million represents $0.8 million of deferred revenues and $0.2 million of accounts receivable credits. As of December 31, 2024, cancelled event liabilities of $1.2 million primarily represented $1.1 million of accounts receivable credits.

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 $0.4 million as of September 30, 2025.

Disaggregation of Revenue

The following table represents revenues disaggregated by type:

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenues

 

(in millions)

 

Connections

 

$

67.5

 

 

$

62.4

 

 

$

301.2

 

 

$

260.8

 

Content

 

 

4.5

 

 

 

4.9

 

 

 

13.6

 

 

 

15.5

 

Commerce

 

 

5.5

 

 

 

5.3

 

 

 

15.9

 

 

 

15.7

 

Total revenues

 

$

77.5

 

 

$

72.6

 

 

$

330.7

 

 

$

292.0

 

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 and nine months ended September 30, 2025, were $0.5 million and $1.4 million, respectively. The activities for the three and nine months ended September 30, 2024, were not material and $0.5 million, respectively. Account balances written off during the three and nine months ended September 30, 2025 were $0.6 million and $1.0 million, respectively.
v3.25.3
Business Acquisitions
 9 Months Ended
Sep. 30, 2025
Business Combination [Abstract]  
Business Acquisitions
4.
Business Acquisitions

2025 Acquisitions

Generis Group

In furtherance of the Company’s portfolio optimization strategy to enhance its offerings in executive-level experiences and also to expand its global footprint, the Company executed a share purchase agreement accounted for as a business combination on August 8, 2025, to acquire all of the outstanding share capital of Generis Global Partners Corp. (“Generis Global”) and Generis Global Partners Europe GmbH (“Generis Europe” and together with Generis Global, the “Generis Group”). The Generis Group is a Canada-based organizer of B2B executive summits. The total estimated purchase price of $64.6 million included an initial cash payment of $51.6 million, net of cash acquired of $7.2 million and contingent consideration with an estimated fair value of $6.8 million, offset by a payment of $1.0 million due from the seller. The contingent consideration was measured based on significant unobservable inputs and probability weightings using a Monte Carlo simulation. The acquisition was financed with cash from operations. During the three months ended September 30, 2025, the Company received $0.8 million from the seller for certain working capital adjustments, which is recorded in investing activities in the Company’s condensed consolidated statement of cash flows.

The preparation of the valuation required the use of certain assumptions and estimates. Estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, royalty rate and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable; however, actual results may differ from these estimates.

External acquisition costs of $1.3 million were expensed as incurred and included in selling, general and administrative expenses in the condensed consolidated statements of loss. Revenue and net loss generated from the Generis Group acquisition were zero and $1.3 million, respectively, during the three months ended September 30, 2025. Goodwill was calculated as the excess of the purchase price over the estimated fair values of acquired assets and intangible assets offset by liabilities acquired, and is primarily attributable to the future economic benefits from synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits. All of the recorded goodwill is non-deductible for income tax purposes. The Company has elected to apply the Accounting Standards Codification (“ASC”) practical expedient under paragraph ASC 805-20-30-29(b) of the adopted amendments and allocated the transaction price based on the standalone selling price of each performance obligation in the contract with a customer for all contracts acquired in the acquisition.

The contingent consideration liability related to the acquisition of the Generis Group consists of a potential payment based on a range of multiples, which are dependent upon the acquisition’s compounded annual earnings before interest, taxes, depreciation and amortization (“EBITDA”) growth rate from 2025 to 2027, being applied to the average annual EBITDA growth in calendar years 2026 and 2027 from a specified EBITDA target. The payment is expected to be settled in the second quarter of 2028.

Identified intangible assets associated with the Generis Group included trade name and customer relationship intangible assets of $6.9 million and $6.4 million, respectively. The weighted-average amortization period of the trade name intangible assets acquired was 10 years. The weighted-average amortization period of the customer relationship intangible assets acquired was 3 years. There is no assumed residual value for the acquired trade name and customer relationship intangible assets. The estimated fair value of the acquired trade name was determined using the relief from royalty method. The estimated fair value of the acquired customer relationship was determined using the excess earnings valuation method.

The Company has preliminarily estimated fair values for the assets purchased and liabilities assumed as of the date of the acquisitions. The determination of estimated fair value required management to make significant estimates and assumptions based on information that was available at the time that the condensed consolidated financial statements were prepared. The amounts reported are considered preliminary as the Company is completing the valuations that are required to allocate the purchase prices in areas such as trade and other receivables, intangible assets, liabilities and goodwill. As a result, the preliminary allocation of the purchase price may change in the future.

The following table summarizes the preliminary fair value of the acquired assets and liabilities on the acquisition date:

(in millions)

 

August 8,
2025

 

Cash

 

$

7.2

 

Trade and other receivables

 

 

5.5

 

Prepaid expenses and other current assets

 

 

0.9

 

Goodwill

 

 

57.7

 

Intangible assets

 

 

13.3

 

Right-of-use lease asset

 

 

0.5

 

Deferred revenues

 

 

(14.5

)

Accounts payable and other current liabilities

 

 

(1.4

)

Other non-current liability

 

 

(0.8

)

Deferred tax liability

 

 

(3.3

)

Right-of-use lease liability

 

 

(0.5

)

Purchase price, including working capital adjustment

 

$

64.6

 

 

This is Beyond Limited (“This is Beyond”)

In furtherance of the Company’s portfolio optimization strategy to enhance its offerings into the luxury and travel sectors and also to expand its global footprint, the Company completed a share purchase agreement accounted for as a business combination on May 2, 2025 to acquire all the assets and assume certain liabilities of This is Beyond Limited (“This is Beyond”). This is Beyond is a London-based organizer of B2B trade shows serving the global luxury travel and entertainment travel industries. The total estimated purchase price of $165.5 million included an initial cash payment of $122.1 million, net of cash acquired of $33.9 million, and contingent consideration with an estimated fair value of $9.5 million. The contingent consideration was measured based on significant unobservable inputs and probability weightings using a Monte Carlo simulation. The acquisition was financed with cash from operations.

The preparation of the valuation required the use of certain assumptions and estimates. Estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, royalty rate and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable; however, actual results may differ from these estimates.

External acquisition costs of $2.9 million were expensed as incurred and included in selling, general and administrative expenses in the condensed consolidated statements of loss. During the three and nine months ended September 30, 2025, the acquisition of This is Beyond generated revenue of $12.4 million and $29.5 million, respectively, and net income of $3.6 million and $9.8 million, respectively. Goodwill was calculated as the excess of the purchase price over the estimated fair values of acquired assets and intangible assets offset by liabilities acquired, and is primarily attributable to the future economic benefits from synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits. All of the recorded goodwill is non-deductible for income tax purposes. The Company has elected to apply the practical expedient under paragraph ASC 805-20-30-29(b) of the adopted amendments and allocated the transaction price based on the standalone selling price of each performance obligation in the contract with a customer for all contracts acquired in the acquisition.

The contingent consideration liability related to the acquisition of This is Beyond is based on the amount by which the average EBITDA for fiscal years 2026 and 2027 exceeds 2024 EBITDA. The consideration paid will be equal to the difference, if any, between the product of the relevant multiple and average EBITDA for fiscal years 2026 and 2027 (less certain corporate expenses), and EBITDA for fiscal year 2024. The payment is expected to be settled in the first quarter of 2028. Additionally, the Company will pay an amount equal to any tax benefits related to the exercise of certain options held by the sellers immediately before the acquisition date, realized during the tax accounting periods December 31, 2024 through December 31, 2027.

Identified intangible assets associated with This is Beyond included trade name and customer relationship intangible assets of $10.4 million and $22.6 million, respectively. The weighted-average amortization period of the trade name intangible assets acquired was 10 years. The weighted-average amortization period of the customer relationship intangible assets acquired was 5 years. There is no assumed residual value for the acquired trade name and customer relationship intangible assets. The estimated fair value of the acquired trade name was determined using the relief from royalty method. The estimated fair value of the acquired customer relationship was determined using the excess earnings valuation method.

The Company has preliminarily estimated fair values for the assets purchased and liabilities assumed as of the date of the acquisitions. The determination of estimated fair value required management to make significant estimates and assumptions based on information that was available at the time that the condensed consolidated financial statements were prepared. The amounts reported are considered preliminary as the Company is completing the valuations that are required to allocate the purchase prices in areas such as trade and other receivables, intangible assets, liabilities and goodwill. As a result, the preliminary allocation of the purchase price may change in the future.

The following table summarizes the preliminary fair value of the acquired assets and liabilities on the acquisition date:

(in millions)

 

May 2,
2025

 

Cash

 

$

33.9

 

Trade and other receivables

 

 

14.2

 

Prepaid expenses and other current assets

 

 

4.9

 

Goodwill

 

 

119.9

 

Intangible assets

 

 

33.0

 

Deferred revenues

 

 

(33.2

)

Accounts payable and other current liabilities

 

 

(2.7

)

Deferred tax liability

 

 

(4.5

)

Purchase price, including working capital adjustment

 

$

165.5

 

Insurtech Insights (“Insurtech”)

In furtherance of the Company’s portfolio optimization strategy to enhance its offerings in the insurance technology sector and also to expand its global footprint, the Company executed a share purchase agreement accounted for as a business combination on March 13, 2025 to acquire all the assets and assume certain liabilities of Insurtech Insights Limited (“Insurtech”). Insurtech is a premier operator of large-scale insurance conferences across the US, Europe, and Asia. The total estimated purchase price of $27.9 million included an initial cash payment of $19.4 million, net of cash acquired of $1.0 million, an escrow payment of $2.7 million that was made in the second quarter of 2025 and contingent consideration with an estimated fair value of $4.8 million. The contingent consideration was measured based on significant unobservable inputs and probability weightings using a Monte Carlo simulation. The acquisition was financed with cash from operations.

The preparation of the valuation required the use of certain assumptions and estimates. Estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, royalty rate and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable; however, actual results may differ from these estimates.

External acquisition costs of $1.2 million were expensed as incurred and included in selling, general and administrative expenses in the condensed consolidated statements of loss. During the three and nine months ended September 30, 2025, the acquisition of Insurtech generated revenue of $0.1 million and $11.1 million, respectively, and net loss of $0.8 million and net income $3.1 million, respectively. Goodwill was calculated as the excess of the purchase price over the estimated fair values of acquired assets and intangible assets offset by liabilities acquired, and is primarily attributable to the future economic benefits from synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits. All of the recorded goodwill is non-deductible for income tax purposes. The Company has elected to apply the practical expedient under paragraph ASC 805-20-30-29(b) of the adopted amendments and allocated the transaction price based on the standalone selling price of each performance obligation in the contract with a customer for all contracts acquired in the acquisition.

The contingent consideration liability related to the acquisition of Insurtech consists of three potential payments: a payment relating to the 2025 London event which staged in March 2025; a payment relating to 2025 full year performance; and an additional consideration payment. The 2025 London event payment of $2.8 million was based on the profitability of the 2025 event in London and was settled in the third quarter of 2025. The payment related to 2025 full year performance is based on a multiple being applied to the 2025 EBITDA growth from a specified EBITDA target. The payment related to 2025 full year performance is expected to be settled in the second quarter of 2026. The additional consideration payment is based on a range of multiples, which are dependent upon the acquisition’s compounded average EBITDA growth rate between 2025 and 2027 from a specified EBITDA target. The additional consideration payment is expected to be settled in the second quarter of 2028.

Identified intangible assets associated with Insurtech included trade name and customer relationship intangible assets of $2.5 million and $1.9 million, respectively. The weighted-average amortization period of the trade name intangible assets acquired was 10 years. The weighted-average amortization period of the customer relationship intangible assets acquired was 2 years. There is no assumed residual value for the acquired trade name and customer relationship intangible assets.

The Company has preliminarily estimated fair values for the assets purchased and liabilities assumed as of the date of the acquisitions. The determination of estimated fair value required management to make significant estimates and assumptions based on information that was available at the time that the condensed consolidated financial statements were prepared. The amounts reported are considered preliminary as the Company is completing the valuations that are required to allocate the purchase prices in areas such as trade and other receivables, intangible assets, liabilities and goodwill. As a result, the preliminary allocation of the purchase price may change in the future.

The following table summarizes the preliminary fair value of the acquired assets and liabilities on the acquisition date:

(in millions)

 

March 13,
2025

 

Cash

 

$

1.0

 

Trade and other receivables

 

 

4.5

 

Prepaid expenses and other current assets

 

 

1.8

 

Goodwill

 

 

27.4

 

Intangible assets

 

 

4.4

 

Deferred revenues

 

 

(9.5

)

Accounts payable and other current liabilities

 

 

(0.6

)

Deferred tax liability

 

 

(1.1

)

Purchase price, including working capital adjustment

 

$

27.9

 

Supplemental Pro-Forma Information

Supplemental information on an unaudited pro-forma basis is reflected as if the 2024 and 2025 acquisitions 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
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2024

 

 

2024

 

(in millions)

 

(Unaudited)

 

Pro-forma revenues

 

 

 

 

 

 

Generis Group

 

$

0.6

 

 

$

8.7

 

This is Beyond

 

 

9.8

 

 

 

24.0

 

Insurtech

 

 

—

 

 

 

7.7

 

Plant Based World

 

 

0.7

 

 

 

0.7

 

2024 acquisitions(1)

 

 

0.3

 

 

 

0.9

 

Emerald revenue

 

 

72.6

 

 

 

292.0

 

Total pro-forma revenues

 

$

84.0

 

 

$

334.0

 

 

 

 

 

 

 

Pro-forma net income (loss)(2)

 

 

 

 

 

 

Generis Group

 

$

(1.5

)

 

$

(0.8

)

This is Beyond

 

 

1.4

 

 

 

0.9

 

Insurtech

 

 

(0.9

)

 

 

0.1

 

2024 acquisitions(1)

 

 

(0.4

)

 

 

(0.5

)

Emerald net loss

 

 

(11.1

)

 

 

(2.9

)

Total pro-forma net (loss) income

 

$

(12.5

)

 

$

(3.2

)

 

(1)
Includes the Company’s acquisitions of Hotel Interactive, Futurist, Glamping Americas and GRC in the year ended December 31, 2024. Pro forma revenues and net income from the Hotel Interactive acquisition were not material to the three months ended March 31, 2024.
(2)
Pro-forma net income from the Plant Based World acquisition was not material to the three and nine months ended September 30, 2024.
v3.25.3
Property and Equipment
 9 Months Ended
Sep. 30, 2025
Property, Plant and Equipment [Abstract]  
Property and Equipment
5.
Property and Equipment

Property and equipment, net, consisted of the following:

(in millions)

 

September 30,
2025

 

 

December 31,
2024

 

Furniture, equipment and other

 

$

6.7

 

 

$

5.8

 

Leasehold improvements

 

 

1.3

 

 

 

1.4

 

 

 

 

8.0

 

 

 

7.2

 

Less: Accumulated depreciation

 

 

(6.0

)

 

 

(5.4

)

Property and equipment, net

 

$

2.0

 

 

$

1.8

 

Depreciation expense related to property and equipment for the three and nine months ended September 30, 2025 was $0.3 million and $0.7 million, respectively. Depreciation expense related to property and equipment for the three and nine months ended September 30, 2024 was $0.3 million and $0.8 million, respectively.
v3.25.3
Intangible Assets and Goodwill
 9 Months Ended
Sep. 30, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets and Goodwill
6.
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
   September 30, 2025

 

$

45.7

 

 

$

394.4

 

 

$

112.1

 

 

$

8.4

 

 

$

2.6

 

 

$

51.6

 

 

$

1.7

 

 

$

616.5

 

Accumulated amortization

 

 

—

 

 

 

(352.9

)

 

 

(32.5

)

 

 

(6.3

)

 

 

(1.8

)

 

 

(32.4

)

 

 

—

 

 

 

(425.9

)

Net carrying
   amount at
   September 30, 2025

 

$

45.7

 

 

$

41.5

 

 

$

79.6

 

 

$

2.1

 

 

$

0.8

 

 

$

19.2

 

 

$

1.7

 

 

$

190.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying
   amount at
   December 31, 2024

 

$

45.7

 

 

$

363.6

 

 

$

92.3

 

 

$

8.4

 

 

$

2.6

 

 

$

45.1

 

 

$

2.3

 

 

$

560.0

 

Accumulated amortization

 

 

—

 

 

 

(343.5

)

 

 

(27.6

)

 

 

(5.7

)

 

 

(1.4

)

 

 

(25.9

)

 

 

—

 

 

 

(404.1

)

Net carrying
   amount at
   December 31, 2024

 

$

45.7

 

 

$

20.1

 

 

$

64.7

 

 

$

2.7

 

 

$

1.2

 

 

$

19.2

 

 

$

2.3

 

 

$

155.9

 

Amortization expense for the three and nine months ended September 30, 2025 was $8.4 million and $22.0 million, respectively. Amortization expense for the three and nine months ended September 30, 2024 was $6.8 million and $20.4 million, respectively.

Impairment of Indefinite-Lived Intangible Assets

During the three months ended September 30, 2024, the Company identified an interim impairment trigger for two of its indefinite-lived intangible assets due to the cancellation of certain events that were not contributing to profitability. As a result, the Company performed a quantitative analysis utilizing the “relief from royalty payments” method with assumptions that are considered level 3 inputs. As a result of performing the interim impairment assessment, the Company recognized impairment charges of $6.3 million to certain indefinite-lived trade name intangible assets during the three and nine months ended September 30, 2024 related to the Connections reportable segment. The impairment charges are recorded in intangible asset impairment charges on the condensed consolidated statements of loss.

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, 2024

 

$

538.2

 

 

$

35.6

 

 

$

573.8

 

Acquired goodwill

 

 

205.8

 

 

 

—

 

 

 

205.8

 

Foreign currency translation

 

 

1.8

 

 

 

—

 

 

 

1.8

 

Balance at September 30, 2025

 

$

745.8

 

 

$

35.6

 

 

$

781.4

 
v3.25.3
Debt
 9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
Debt
7.
Debt

Debt is comprised of the following indebtedness to various lenders:

(in millions)

 

September 30,
2025

 

 

December 31,
2024

 

Second Amended and Restated Term Loan Facility, with
   interest at SOFR plus 3.25% as of September 30, 2025,
   (equal to 7.41% at September 30, 2025) due 2032, net(a)

 

$

505.0

 

 

$

—

 

Previous Extended Term Loan Facility, with
   interest at SOFR plus 5.10% as of December 31, 2024
   (equal to 9.46% at December 31, 2024) due 2026, net(b)

 

 

—

 

 

 

402.7

 

Less: Current maturities

 

 

5.2

 

 

 

4.2

 

Long-term debt, net of current maturities, debt
   discount and deferred financing fees

 

$

499.8

 

 

$

398.5

 

 

(a)
The Second Amended and Restated Term Loan Facility (as defined below), scheduled to mature on January 30, 2032, was recorded net of unamortized discount of $6.7 million and net of unamortized deferred financing fees of $2.0 million as of September 30, 2025. The fair market value of the Company’s debt under the Second Amended and Restated Term Loan Facility was $516.1 million as of September 30, 2025.
(b)
The Previous Extended Term Loan Facility (as defined below) as of December 31, 2024 was recorded net of unamortized discount of $5.6 million and net of unamortized deferred financing fees of $0.9 million.

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 $513.7 million as of September 30, 2025.

Proceeds from the Second Amended and Restated Term Loan Facility of $409.1 million, net of $1.3 million of original issuance discount, were used to repay the outstanding principal and interest under Emerald X’s Previous Extended Term Loan Facility, and third-party fees of $7.7 million. Of the $409.1 million, $239.6 million was funded through a non-cash rollover from existing lenders and $169.5 million was funded through cash transactions. The original issuance discount of $1.3 million will be amortized over the life of the Second Amended and Restated Term Loan Facility using the effective interest method. Of the $7.7 million in third-party fees, $6.4 million was recognized as interest expense and $1.3 million will be amortized over the life of the Second Amended and Restated Term Loan Facility using the effective interest method. As of September 30, 2025, there were no unpaid debt issuance costs. The Company incurred debt issuance costs of $0.8 million related to the Second Amended and Restated Revolving Credit Facility which are included in other noncurrent assets in the condensed consolidated balance sheets. As of September 30, 2025, there were no unpaid debt issuance costs related to the Second Amended and Restated Revolving Credit Facility.

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. The Company incurred $0.7 million in original issuance discount related to Amendment No. 1.

Rates and Fees

Term Loans under the Second Amended and Restated Senior Secured Credit Facilities, after giving effect to Amendment No. 1, 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 2.25%, or
•
Term SOFR plus 3.25%;

in each case of any Term Loans, subject to one step-down of 0.25% 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. As of September 30, 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 September 30, 2025, 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.

Previous Senior Secured Credit Facilities

Prior to the completion of the 2025 Refinancing Transactions described above, Emerald X was a party to a senior secured credit facility (the “Previous Senior Secured Credit Facilities”) entered into with a syndicate of lenders and Bank of America, N.A., as administrative agent. The Previous Senior Secured Credit Facilities provided for a term loan facility (the “Previous Extended Term Loan Facility”) in the amount of approximately $415.3 million, maturing on May 22, 2026, and a $110.0 million revolving credit facility. The terms of the Previous Senior Secured Credit Facilities were similar to the terms of the Second Amended and Restated Senior Secured Credit Facilities described above, except that the interest rate applicable to the term loans under the Previous Senior Secured Credit Facilities was equal to, at the option of Emerald X,

•
the Term Secured Overnight Financing Rate (“Term SOFR”) plus 5.00% per annum plus a credit spread adjustment of 0.10% per annum or
•
an alternate base rate (“ABR”) plus 4.00% per annum.

Emerald X had no outstanding borrowings under the revolving portion of its Amended and Restated Credit Agreement as of December 31, 2024. Emerald X had $0.7 million in stand-by letters of credit outstanding under the revolving portion of its Amended and Restated Credit Agreement as of December 31, 2024.

Interest Expense

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

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

(in millions)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Second Amended and Restated Term Loan Facility

 

$

10.4

 

 

$

—

 

 

$

31.1

 

 

$

—

 

Previous Extended Term Loan Facility

 

 

—

 

 

 

11.0

 

 

 

—

 

 

 

32.7

 

Second Amended and Restated Term Loan Facility third-party fees

 

 

—

 

 

 

—

 

 

 

6.4

 

 

 

—

 

Non-cash interest for amortization of debt discount
   and debt issuance costs

 

 

0.2

 

 

 

1.1

 

 

 

1.2

 

 

 

3.3

 

Revolving credit facility interest and commitment fees

 

 

0.1

 

 

 

0.2

 

 

 

0.3

 

 

 

0.4

 

Total interest expense

 

$

10.7

 

 

$

12.3

 

 

$

39.0

 

 

$

36.4

 

The effective interest rate for the term loan under the Second Amended and Restated Senior Secured Credit Facilities at September 30, 2025, after giving effect to Amendment No. 1 thereto, was 7.76%. The effective interest rate for the term loan under the Previous Senior Secured Credit Facilities at December 31, 2024 was 10.68%.
v3.25.3
Fair Value Measurements and Financial Risk
 9 Months Ended
Sep. 30, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurements and Financial Risk
8.
Fair Value Measurements and Financial Risk

As of September 30, 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

 

$

62.9

 

 

$

62.9

 

 

$

—

 

 

$

—

 

Money market mutual funds(a)

 

 

32.5

 

 

 

32.5

 

 

 

—

 

 

 

—

 

Total assets at fair value

 

$

95.4

 

 

$

95.4

 

 

$

—

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Market-based share awards liability(b)

 

$

0.5

 

 

$

—

 

 

$

—

 

 

$

0.5

 

Contingent consideration(b)

 

 

37.8

 

 

 

—

 

 

 

—

 

 

 

37.8

 

Total liabilities at fair value

 

$

38.3

 

 

$

—

 

 

$

—

 

 

$

38.3

 

 

(a)
The Company’s money market mutual funds of $32.5 million as of September 30, 2025 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 September 30, 2025 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 $1.5 million as of September 30, 2025 is included within contingent consideration in the condensed consolidated balance sheets and contingent consideration of $36.3 million is included within other noncurrent liabilities in the condensed consolidated balance sheets.

As of December 31, 2024, 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

 

$

31.1

 

 

$

31.1

 

 

$

—

 

 

$

—

 

Money market mutual funds(a)

 

 

163.7

 

 

 

163.7

 

 

 

—

 

 

 

—

 

Total assets at fair value

 

$

194.8

 

 

$

194.8

 

 

$

—

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Market-based share awards liability(b)

 

$

0.5

 

 

$

—

 

 

$

—

 

 

$

0.5

 

Contingent consideration(b)

 

 

10.7

 

 

 

—

 

 

 

—

 

 

 

10.7

 

Total liabilities at fair value

 

$

11.2

 

 

$

—

 

 

$

—

 

 

$

11.2

 

 

(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.

Market-based Share Awards

The market-based share awards liability of $0.5 million as of September 30, 2025 and December 31, 2024, entitles the grantees of these awards the right to receive shares of common stock equal to a maximum cash value of $4.9 million, in the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety-day trading period. The liability is measured at fair value and is re-measured to an updated fair value at each reporting period for the expected term. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved. The stock-based compensation expense is included in selling, general and administrative expense in the condensed consolidated statements of loss. Refer to Note 10, Stock-Based Compensation, under the heading Market-based Share Awards for unobservable inputs for the market-based share award liability.

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 loss.

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

 

 

Nine Months Ended
September 30,

 

(in millions)

 

2025

 

Balance at December 31, 2024

 

$

10.7

 

Payment of contingent consideration

 

 

(3.4

)

Fair value remeasurement adjustments

 

 

8.7

 

Business acquisitions

 

 

21.6

 

Foreign currency translation adjustments

 

 

0.2

 

Balance at September 30, 2025

 

$

37.8

 

 

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.
v3.25.3
Stockholders' Equity (Deficit) and Redeemable Convertible Preferred Stock
 9 Months Ended
Sep. 30, 2025
Temporary Equity And Stockholders Equity Note [Abstract]  
Stockholders' Equity (Deficit) and Redeemable Convertible Preferred Stock
9.
Stockholders’ Equity (Deficit) and Redeemable Convertible Preferred Stock

Redeemable Convertible Preferred Stock

On June 10, 2020, the Company entered into an investment agreement (the “Investment Agreement”) with Onex Partners V LP (“Onex”), pursuant to which the Company agreed to (i) issue to an affiliate of Onex, in a private placement transaction (the “Initial Private Placement”), 47,058,332 shares of redeemable convertible preferred stock for a purchase price of $5.60 per share and (ii) effect a rights offering (“Rights Offering”) to holders of its outstanding common stock of one non-transferable subscription right for each share of the Company’s common stock held, with each right entitling the holder to purchase one share of redeemable convertible preferred stock at the Series A Price per share. Onex agreed to purchase (the “Onex Backstop”) any and all redeemable convertible preferred stock not subscribed for in the Rights Offering by stockholders other than affiliates of Onex at the Series A Price per share. As a result of the Initial Private Placement and the Onex Backstop, the Company sold 69,718,919 shares of redeemable convertible preferred stock to Onex in exchange for $373.3 million, net of fees and expenses of $17.2 million. As a result of the Rights Offering, the Company issued 1,727,427 shares of redeemable convertible preferred stock in exchange for $9.7 million.

Mandatory Conversion

On April 18, 2024, the Company announced it had delivered a notice informing holders of its redeemable convertible preferred stock that it had exercised its right to mandate that all shares of the redeemable convertible preferred stock be converted to shares of the Company’s common stock. On May 2, 2024 (the “Conversion Date”), each holder of redeemable convertible preferred stock received approximately 1.9717 shares of common stock for each share of redeemable convertible preferred stock held as of the Conversion Date. As a result, 71,402,607 shares of redeemable convertible preferred stock were converted into 140,781,525 shares of common stock on the Conversion Date. Cash was paid in lieu of fractional shares of common stock. Following the Conversion Date, no redeemable convertible preferred stock was outstanding, and all rights of the former holders of the redeemable convertible preferred stock were terminated.

Dividends

Each share of redeemable convertible preferred stock accumulated dividends at a rate per annum equal to 7% of the accreted liquidation preference, compounding quarterly, by adding to the accreted liquidation preference until July 1, 2023, and thereafter, at the Company’s option, paid either in cash or by adding to the accreted liquidation preference.

On March 12, 2024, the Company’s Board of Directors (the “Board”) approved the payment in cash of a dividend on the Company’s redeemable convertible preferred stock (such dividend, the “Preferred Stock Cash Dividend”) for the period ending March 31, 2024 to holders of record of the redeemable convertible preferred stock as of March 26, 2024. On March 28, 2024, the Company paid the Preferred Stock Cash Dividend for a total of $8.6 million, or $0.12 per share.

For the three and nine months ended September 30, 2024, the Company recorded zero and $12.7 million in deemed dividends, respectively, representing the accretion of the redeemable convertible preferred stock to the redemption value.

Dividends

Dividend activity for the first, second and third quarters of 2025 was as follows:

(dollars in millions, except per share values)

 

Three Months Ended
March 31, 2025

 

Three Months Ended
June 30, 2025

 

Three Months Ended
September 30, 2025

 

Dividend declared on

 

February 25, 2025

 

April 30, 2025

 

July 29, 2025

 

Stockholders of record on

 

March 10, 2025

 

May 12, 2025

 

August 14, 2025

 

Dividend paid on

 

March 18, 2025

 

May 21, 2025

 

August 22, 2025

 

Dividend per share

 

$

0.0150

 

$

0.0150

 

$

0.0150

 

Cash dividend paid

 

$

3.0

 

$

3.0

 

$

3.0

 

 

Dividend activity for the first, second and third quarters of 2024 was as follows:

(dollars in millions, except per share values)

 

Three Months Ended
March 31, 2024

 

Three Months Ended
June 30, 2024

 

Three Months Ended
September 30, 2024

 

Dividend declared on

 

 

—

 

 

—

 

August 6, 2024

 

Stockholders of record on

 

 

—

 

 

—

 

August 19, 2024

 

Dividend paid on

 

 

—

 

 

—

 

August 28, 2024

 

Dividend per share

 

$

—

 

$

—

 

$

0.0150

 

Cash dividend paid

 

$

—

 

$

—

 

$

3.1

 

Share Repurchases

November 2023 Share Repurchase Program Extension and Expansion (“November 2023 Share Repurchase Program”)

In November 2023, 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, 2024, subject to early termination or extension by the Board. The Company repurchased 742,939 and 1,038,589 shares for $3.6 million and $5.4 million during the three and nine months ended September 30, 2024, respectively, under this repurchase program.

October 2024 Share Repurchase Program Extension and Expansion (“October 2024 Share Repurchase Program”)

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.

April 2025 Share Repurchase Program Expansion (“April 2025 Share Repurchase Program”)

On April 30, 2025, the Board approved a further 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, 2025, subject to early termination or extension by the Board.

During the three and nine months ended September 30, 2025, the Company repurchased 116,094 and 3,776,218 shares for $0.5 million and $16.2 million, respectively, under the remaining authorized repurchase capacity of the October 2024 Share Repurchase Program and the newly authorized April 2025 Share Repurchase Program. There was $20.3 million remaining available for share repurchases under the April 2025 Share Repurchase Program as of September 30, 2025. The share repurchase program may be suspended or discontinued at any time without notice.

Accumulated Other Comprehensive Income

The Company reports other comprehensive (loss) income and its components in its condensed consolidated financial statements. Comprehensive (loss) income consists of net loss and foreign currency translation adjustments affecting stockholders’ equity that, under U.S. GAAP, is excluded from net loss. The following tables summarize the changes in accumulated balances of other comprehensive income for the three and nine months ended September 30, 2025:

(in millions)

Foreign Currency
 Translation
Adjustments

 

Balances as of June 30, 2025

$

5.5

 

Other comprehensive loss before reclassifications, net

 

(5.1

)

Net change in accumulated other comprehensive income

 

(5.1

)

Balances as of September 30, 2025

$

0.4

 

 

 

(in millions)

Foreign Currency
 Translation
Adjustments

 

Balances as of December 31, 2024

$

—

 

Other comprehensive income before reclassifications, net

 

0.4

 

Net change in accumulated other comprehensive income

 

0.4

 

Balances as of September 30, 2025

$

0.4

 
v3.25.3
Stock-Based Compensation
 9 Months Ended
Sep. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation
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 loss. The related deferred tax benefit for stock-based compensation recognized was $0.6 million and $1.6 million for the three and nine months ended September 30, 2025, respectively. The related deferred tax benefit for stock-based compensation recognized was $0.2 million and $1.2 million for the three and nine months ended September 30, 2024, respectively.

Stock Options

The Company recognized stock-based compensation expense relating to stock option activity of $0.7 million and $3.2 million for the three and nine months ended September 30, 2025, respectively. The Company recognized stock-based compensation expense relating to stock option activity of $0.9 million and $4.2 million for the three and nine months ended September 30, 2024, respectively.

Stock option activity for the nine months ended September 30, 2025, 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, 2024

 

 

17,624

 

 

$

5.94

 

 

 

6.1

 

 

$

6.9

 

Granted

 

 

998

 

 

 

4.20

 

 

 

 

 

 

 

Exercised

 

 

(97

)

 

 

3.65

 

 

 

 

 

 

 

Forfeited/Expired

 

 

(2,278

)

 

 

6.63

 

 

 

 

 

 

 

Outstanding at September 30, 2025

 

 

16,247

 

 

$

5.75

 

 

 

6.4

 

 

$

9.4

 

Exercisable at September 30, 2025

 

 

9,378

 

 

$

6.61

 

 

 

5.7

 

 

$

3.4

 

There was a total of $6.6 million unrecognized stock-based compensation expense at September 30, 2025 related to unvested stock options expected to be recognized over a weighted-average period of 1.49 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 and nine months ended September 30, 2025 was $2.1 million and $5.2 million, respectively. Stock-based compensation expense relating to RSU activity recognized in the three and nine months ended September 30, 2024 was not material and $0.8 million, respectively. There was a total of $7.1 million of unrecognized stock-based compensation expense at September 30, 2025 related to unvested RSUs expected to be recognized over a weighted-average period of 2.1 years.

RSU activity for the nine months ended September 30, 2025, 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, 2024

 

 

268

 

 

$

5.71

 

Granted

 

 

3,017

 

 

 

4.13

 

Forfeited

 

 

(116

)

 

 

4.13

 

Vested

 

 

(204

)

 

 

5.71

 

Unvested balance, September 30, 2025

 

 

2,965

 

 

$

4.17

 

 
v3.25.3
Earnings Per Share
 9 Months Ended
Sep. 30, 2025
Earnings Per Share [Abstract]  
Earnings Per Share
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 both the three and nine months ended September 30, 2025 and 2024, 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. There were no 7% Series A Redeemable Convertible Participating Preferred Stock shares outstanding at September 30, 2025. The shares of convertible preferred stock that were outstanding prior to their mandatory redemption were anti-dilutive for the portions of the nine months ended September 30, 2024 in which they were outstanding, and are therefore excluded from the diluted loss per common share calculation.

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

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

(dollars in millions, share data in thousands except earnings per share)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net loss attributable to Emerald Holding, Inc.

 

$

(14.4

)

 

$

(11.1

)

 

$

(0.5

)

 

$

(2.9

)

Accretion to redemption value of redeemable
   convertible preferred stock

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(12.7

)

Net loss attributable to Emerald Holding, Inc.
   common stockholders

 

$

(14.4

)

 

$

(11.1

)

 

$

(0.5

)

 

$

(15.6

)

Weighted average common shares outstanding

 

 

197,950

 

 

 

203,893

 

 

 

199,053

 

 

 

141,179

 

Basic loss per share

 

$

(0.07

)

 

$

(0.05

)

 

$

(0.00

)

 

$

(0.11

)

Net loss attributable to Emerald Holding, Inc.
   common stockholders

 

$

(14.4

)

 

$

(11.1

)

 

$

(0.5

)

 

$

(15.6

)

Diluted weighted average common shares
   outstanding

 

 

197,950

 

 

 

203,893

 

 

 

199,053

 

 

 

141,179

 

Diluted loss per share

 

$

(0.07

)

 

$

(0.05

)

 

$

(0.00

)

 

$

(0.11

)

Anti-dilutive employee share awards excluded
   from diluted earnings per share calculation

 

 

9,646

 

 

 

10,210

 

 

 

9,649

 

 

 

7,717

 
v3.25.3
Income Taxes
 9 Months Ended
Sep. 30, 2025
Income Tax Disclosure [Abstract]  
Income Taxes
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 September 30, 2025. For the three and nine months ended September 30, 2025, the Company recorded a benefit from income taxes of $3.5 million and a provision for income taxes of $3.9 million, respectively, which resulted in an effective tax rate of 19.6% and 114.7%, 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. For the three and nine months ended September 30, 2024, the Company recorded a benefit from income taxes of $3.7 million and $0.9 million, respectively, which resulted in an effective tax rate of 25.0% and 23.7%, respectively.

Liabilities for unrecognized tax benefits were $1.8 million and $1.5 million as of September 30, 2025 and December 31, 2024, respectively, and are included within other noncurrent liabilities in the condensed consolidated balance sheets. Associated interest and penalties were not significant as of September 30, 2025 and December 31, 2024.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, bringing significant changes to U.S. income-tax laws. The Company has monitored the impact as of the quarter ended September 30, 2025 and has recognized the effects of the new tax law in the period of enactment, in accordance with ASC 740. The significant items impacted as a result of the new law is the immediate expensing of domestic research and experimental expenditures and the increased cap on the deductibility of business interest expense. The Company continues to evaluate the impact of OBBBA on its consolidated financial statements and will update its estimates as additional guidance becomes available.
v3.25.3
Commitments and Contingencies
 9 Months Ended
Sep. 30, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
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.
v3.25.3
Segment Information
 9 Months Ended
Sep. 30, 2025
Segment Reporting [Abstract]  
Segment Information
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, other income, net, and Adjusted EBITDA to net (loss) income before income taxes:

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

(in millions)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

Connections Segment

 

$

67.5

 

 

$

62.4

 

 

$

301.2

 

 

$

260.8

 

All Other Category

 

 

10.0

 

 

 

10.2

 

 

 

29.5

 

 

 

31.2

 

Total revenues

 

$

77.5

 

 

$

72.6

 

 

$

330.7

 

 

$

292.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income, net

 

 

 

 

 

 

 

 

 

 

 

 

Connections Segment

 

$

—

 

 

$

—

 

 

$

—

 

 

$

1.0

 

Total other income, net

 

$

—

 

 

$

—

 

 

$

—

 

 

$

1.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Connections Segment expenses

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenues

 

$

22.9

 

 

$

20.7

 

 

$

109.8

 

 

$

96.2

 

Selling, general and administrative

 

 

21.5

 

 

 

18.1

 

 

 

67.0

 

 

 

59.4

 

Total expenses

 

$

44.4

 

 

$

38.8

 

 

$

176.8

 

 

$

155.6

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

Connections Segment

 

$

23.1

 

 

$

23.6

 

 

$

124.4

 

 

$

106.2

 

Segment Adjusted EBITDA

 

$

23.1

 

 

$

23.6

 

 

$

124.4

 

 

$

106.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All Other Category Adjusted EBITDA

 

$

2.2

 

 

$

1.6

 

 

$

4.7

 

 

$

3.7

 

General corporate and other expenses(1)

 

 

(12.5

)

 

 

(12.7

)

 

 

(38.3

)

 

 

(41.3

)

Interest expense, net

 

 

(10.1

)

 

 

(10.1

)

 

 

(34.8

)

 

 

(29.8

)

Intangible asset impairment charges

 

 

—

 

 

 

(6.3

)

 

 

—

 

 

 

(6.3

)

Depreciation and amortization expense

 

 

(8.7

)

 

 

(7.1

)

 

 

(22.7

)

 

 

(21.2

)

Stock-based compensation expense

 

 

(2.9

)

 

 

(0.7

)

 

 

(8.5

)

 

 

(4.7

)

Other items(2)

 

 

(9.0

)

 

 

(3.1

)

 

 

(21.4

)

 

 

(10.4

)

(Loss) income before income taxes

 

$

(17.9

)

 

$

(14.8

)

 

$

3.4

 

 

$

(3.8

)
(1)
General corporate and other expenses are primarily related to corporate level expenditures.
(2)
Other items for the three months ended September 30, 2025 included: (i) $0.7 million in acquisition-related transaction costs; (ii) $1.4 million in acquisition-related integration and restructuring-related transition costs; (iii) $1.8 million in non-recurring legal, audit and consulting fees; and (iv) $5.1 million in expense related to the remeasurement of contingent consideration. Other items for the three months ended September 30, 2024 included: (i) $1.0 million in acquisition-related transaction costs; (ii) $1.4 million in acquisition-related integration and restructuring-related transition costs; and (iii) $0.7 million in non-recurring legal, audit and consulting fees. Other items for the nine months ended September 30, 2025 included: (i) $5.6 million in acquisition-related transaction costs; (ii) $3.9 million in acquisition-related integration and restructuring-related transition costs; (iii) $3.2 million in non-recurring legal, audit and consulting fees; and (iv) $8.7 million in expense related to the remeasurement of contingent consideration. Other items for the nine months ended September 30, 2024 included: (i) $2.2 million in acquisition-related transaction costs; (ii) $7.2 million in acquisition-related integration and restructuring-related transition costs; (iii) $1.7 million in non-recurring legal, audit and consulting fees; and (iv) $0.7 million in gains related to the remeasurement of contingent consideration.

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

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

(in millions)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cost of revenues

 

 

 

 

 

 

 

 

 

 

 

 

Connections Segment

 

$

22.9

 

 

$

20.7

 

 

$

109.8

 

 

$

96.2

 

All Other Category

 

 

2.2

 

 

 

2.2

 

 

 

7.3

 

 

 

6.8

 

Other items(1)

 

 

0.2

 

 

 

0.2

 

 

 

0.2

 

 

 

0.7

 

Total cost of revenues

 

$

25.3

 

 

$

23.1

 

 

$

117.3

 

 

$

103.7

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

 

 

 

 

 

 

 

 

 

 

Connections Segment

 

$

21.5

 

 

$

18.1

 

 

$

67.0

 

 

$

59.4

 

All Other Category

 

 

5.6

 

 

 

6.4

 

 

 

17.5

 

 

 

20.7

 

Corporate

 

 

12.5

 

 

 

12.7

 

 

 

38.3

 

 

 

41.3

 

Other items(1)

 

 

11.7

 

 

 

3.6

 

 

 

29.7

 

 

 

14.4

 

Total selling, general and administrative expenses

 

$

51.3

 

 

$

40.8

 

 

$

152.5

 

 

$

135.8

 
(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 and nine months ended September 30, 2025 and 2024. For the three and nine months ended September 30, 2025 and 2024, revenues were derived from transactions in the following countries:

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

(in millions)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

62.7

 

 

$

69.3

 

 

$

299.9

 

 

$

282.7

 

All other countries

 

 

14.8

 

 

 

3.3

 

 

 

30.8

 

 

 

9.3

 

Total revenues

 

$

77.5

 

 

$

72.6

 

 

$

330.7

 

 

$

292.0

 
v3.25.3
Related Party Transactions
 9 Months Ended
Sep. 30, 2025
Related Party Transactions [Abstract]  
Related Party Transactions
15.
Related Party Transactions

Investment funds affiliated with Onex Corporation owned approximately 93.2% of the Company’s common stock as of September 30, 2025. Affiliates of Onex Corporation held a 95.9% 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 $0.1 million and $0.2 million in payments to Convex during the three and nine months ended September 30, 2025. The Company made $0.3 million in payments to Convex during the three and nine months ended September 30, 2024. The amounts due to Convex as of September 30, 2025 were $0.5 million. The amounts due to Convex as of December 31, 2024 were immaterial.
v3.25.3
Subsequent Events
 9 Months Ended
Sep. 30, 2025
Subsequent Events [Abstract]  
Subsequent Events
16.
Subsequent Events

On October 30, 2025, the Board declared a dividend for the quarter ending December 31, 2025 of $0.015 per share payable on November 20, 2025 to holders of record of the Company’s common stock on November 10, 2025.

On October 30, 2025, the Board approved an extension and expansion of the share repurchase program, which allows for the repurchase of up to $25.0 million of the Company’s common stock through December 31, 2026. The share repurchase program may be suspended or discontinued at any time without notice.
v3.25.3
Basis of Presentation (Policies)
 9 Months Ended
Sep. 30, 2025
Accounting Policies [Abstract]  
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, 2024. The December 31, 2024 condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2024.

The results for the three and nine months ended September 30, 2025 are not necessarily indicative of results to be expected for a full year, any other interim periods or any future year or period.
Foreign Currency Translations

Foreign Currency Translations

The financial results of the Company’s recent international acquisitions, as described below in Note 4, Business Acquisitions, are 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.
Recently Issued 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.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires disclosure of disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions and applies to all entities subject to income taxes. The standard should be applied on a prospective basis although retrospective application is permitted. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. 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.
Revenue Recognition and Deferred Revenue

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 87.1% and 86.0% of total revenues for the three months ended September 30, 2025 and 2024, respectively. Trade show and other events revenues represented approximately 91.1% and 89.3% of total revenues for the nine months ended September 30, 2025 and 2024, 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 $229.0 million and $190.5 million as of September 30, 2025 and December 31, 2024, respectively, and are reported as deferred revenues on the condensed consolidated balance sheets. Long-term deferred revenues as of September 30, 2025 were $0.4 million and are reported as other noncurrent liabilities on the condensed consolidated balance sheets. Long-term deferred revenues as of December 31, 2024 were immaterial. During the nine months ended September 30, 2025, the Company recognized revenues of $162.7 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.

Accounts receivable credits and deferred revenue balances upon an event being cancelled are reclassified as cancelled event liabilities in the condensed consolidated balance sheets as the total amount represents balances which are expected to be refunded to customers. As of September 30, 2025, cancelled event liabilities of $1.0 million represents $0.8 million of deferred revenues and $0.2 million of accounts receivable credits. As of December 31, 2024, cancelled event liabilities of $1.2 million primarily represented $1.1 million of accounts receivable credits.

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 $0.4 million as of September 30, 2025.

Disaggregation of Revenue

The following table represents revenues disaggregated by type:

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenues

 

(in millions)

 

Connections

 

$

67.5

 

 

$

62.4

 

 

$

301.2

 

 

$

260.8

 

Content

 

 

4.5

 

 

 

4.9

 

 

 

13.6

 

 

 

15.5

 

Commerce

 

 

5.5

 

 

 

5.3

 

 

 

15.9

 

 

 

15.7

 

Total revenues

 

$

77.5

 

 

$

72.6

 

 

$

330.7

 

 

$

292.0

 

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 and nine months ended September 30, 2025, were $0.5 million and $1.4 million, respectively. The activities for the three and nine months ended September 30, 2024, were not material and $0.5 million, respectively. Account balances written off during the three and nine months ended September 30, 2025 were $0.6 million and $1.0 million, respectively.
v3.25.3
Revenues (Tables)
 9 Months Ended
Sep. 30, 2025
Revenue from Contract with Customer [Abstract]  
Summary of Revenues Disaggregated

The following table represents revenues disaggregated by type:

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenues

 

(in millions)

 

Connections

 

$

67.5

 

 

$

62.4

 

 

$

301.2

 

 

$

260.8

 

Content

 

 

4.5

 

 

 

4.9

 

 

 

13.6

 

 

 

15.5

 

Commerce

 

 

5.5

 

 

 

5.3

 

 

 

15.9

 

 

 

15.7

 

Total revenues

 

$

77.5

 

 

$

72.6

 

 

$

330.7

 

 

$

292.0

 
v3.25.3
Business Acquisitions (Tables)
 9 Months Ended
Sep. 30, 2025
Schedule of Supplemental Pro-Forma Information

Supplemental information on an unaudited pro-forma basis is reflected as if the 2024 and 2025 acquisitions 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
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2024

 

 

2024

 

(in millions)

 

(Unaudited)

 

Pro-forma revenues

 

 

 

 

 

 

Generis Group

 

$

0.6

 

 

$

8.7

 

This is Beyond

 

 

9.8

 

 

 

24.0

 

Insurtech

 

 

—

 

 

 

7.7

 

Plant Based World

 

 

0.7

 

 

 

0.7

 

2024 acquisitions(1)

 

 

0.3

 

 

 

0.9

 

Emerald revenue

 

 

72.6

 

 

 

292.0

 

Total pro-forma revenues

 

$

84.0

 

 

$

334.0

 

 

 

 

 

 

 

Pro-forma net income (loss)(2)

 

 

 

 

 

 

Generis Group

 

$

(1.5

)

 

$

(0.8

)

This is Beyond

 

 

1.4

 

 

 

0.9

 

Insurtech

 

 

(0.9

)

 

 

0.1

 

2024 acquisitions(1)

 

 

(0.4

)

 

 

(0.5

)

Emerald net loss

 

 

(11.1

)

 

 

(2.9

)

Total pro-forma net (loss) income

 

$

(12.5

)

 

$

(3.2

)

 

(1)
Includes the Company’s acquisitions of Hotel Interactive, Futurist, Glamping Americas and GRC in the year ended December 31, 2024. Pro forma revenues and net income from the Hotel Interactive acquisition were not material to the three months ended March 31, 2024.
(2)
Pro-forma net income from the Plant Based World acquisition was not material to the three and nine months ended September 30, 2024.
Generis Group [Member]  
Summary of Purchase Price Allocation and Measurement Period Adjustment

The following table summarizes the preliminary fair value of the acquired assets and liabilities on the acquisition date:

(in millions)

 

August 8,
2025

 

Cash

 

$

7.2

 

Trade and other receivables

 

 

5.5

 

Prepaid expenses and other current assets

 

 

0.9

 

Goodwill

 

 

57.7

 

Intangible assets

 

 

13.3

 

Right-of-use lease asset

 

 

0.5

 

Deferred revenues

 

 

(14.5

)

Accounts payable and other current liabilities

 

 

(1.4

)

Other non-current liability

 

 

(0.8

)

Deferred tax liability

 

 

(3.3

)

Right-of-use lease liability

 

 

(0.5

)

Purchase price, including working capital adjustment

 

$

64.6

 

 
This is Beyond Ltd [Member]  
Summary of Purchase Price Allocation and Measurement Period Adjustment

The following table summarizes the preliminary fair value of the acquired assets and liabilities on the acquisition date:

(in millions)

 

May 2,
2025

 

Cash

 

$

33.9

 

Trade and other receivables

 

 

14.2

 

Prepaid expenses and other current assets

 

 

4.9

 

Goodwill

 

 

119.9

 

Intangible assets

 

 

33.0

 

Deferred revenues

 

 

(33.2

)

Accounts payable and other current liabilities

 

 

(2.7

)

Deferred tax liability

 

 

(4.5

)

Purchase price, including working capital adjustment

 

$

165.5

 
Insurtech Insights [Member]  
Summary of Purchase Price Allocation and Measurement Period Adjustment

The following table summarizes the preliminary fair value of the acquired assets and liabilities on the acquisition date:

(in millions)

 

March 13,
2025

 

Cash

 

$

1.0

 

Trade and other receivables

 

 

4.5

 

Prepaid expenses and other current assets

 

 

1.8

 

Goodwill

 

 

27.4

 

Intangible assets

 

 

4.4

 

Deferred revenues

 

 

(9.5

)

Accounts payable and other current liabilities

 

 

(0.6

)

Deferred tax liability

 

 

(1.1

)

Purchase price, including working capital adjustment

 

$

27.9

 
v3.25.3
Property and Equipment (Tables)
 9 Months Ended
Sep. 30, 2025
Property, Plant and Equipment [Abstract]  
Summary of Property and Equipment, Net

Property and equipment, net, consisted of the following:

(in millions)

 

September 30,
2025

 

 

December 31,
2024

 

Furniture, equipment and other

 

$

6.7

 

 

$

5.8

 

Leasehold improvements

 

 

1.3

 

 

 

1.4

 

 

 

 

8.0

 

 

 

7.2

 

Less: Accumulated depreciation

 

 

(6.0

)

 

 

(5.4

)

Property and equipment, net

 

$

2.0

 

 

$

1.8

 
v3.25.3
Intangible Assets and Goodwill (Tables)
 9 Months Ended
Sep. 30, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
Summary of Intangible Assets

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
   September 30, 2025

 

$

45.7

 

 

$

394.4

 

 

$

112.1

 

 

$

8.4

 

 

$

2.6

 

 

$

51.6

 

 

$

1.7

 

 

$

616.5

 

Accumulated amortization

 

 

—

 

 

 

(352.9

)

 

 

(32.5

)

 

 

(6.3

)

 

 

(1.8

)

 

 

(32.4

)

 

 

—

 

 

 

(425.9

)

Net carrying
   amount at
   September 30, 2025

 

$

45.7

 

 

$

41.5

 

 

$

79.6

 

 

$

2.1

 

 

$

0.8

 

 

$

19.2

 

 

$

1.7

 

 

$

190.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying
   amount at
   December 31, 2024

 

$

45.7

 

 

$

363.6

 

 

$

92.3

 

 

$

8.4

 

 

$

2.6

 

 

$

45.1

 

 

$

2.3

 

 

$

560.0

 

Accumulated amortization

 

 

—

 

 

 

(343.5

)

 

 

(27.6

)

 

 

(5.7

)

 

 

(1.4

)

 

 

(25.9

)

 

 

—

 

 

 

(404.1

)

Net carrying
   amount at
   December 31, 2024

 

$

45.7

 

 

$

20.1

 

 

$

64.7

 

 

$

2.7

 

 

$

1.2

 

 

$

19.2

 

 

$

2.3

 

 

$

155.9

 
Schedule of Changes in Carrying Amount of Goodwill for Each Reportable Segment

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, 2024

 

$

538.2

 

 

$

35.6

 

 

$

573.8

 

Acquired goodwill

 

 

205.8

 

 

 

—

 

 

 

205.8

 

Foreign currency translation

 

 

1.8

 

 

 

—

 

 

 

1.8

 

Balance at September 30, 2025

 

$

745.8

 

 

$

35.6

 

 

$

781.4

 
v3.25.3
Debt (Tables)
 9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
Summary of Long-Term Debt

Debt is comprised of the following indebtedness to various lenders:

(in millions)

 

September 30,
2025

 

 

December 31,
2024

 

Second Amended and Restated Term Loan Facility, with
   interest at SOFR plus 3.25% as of September 30, 2025,
   (equal to 7.41% at September 30, 2025) due 2032, net(a)

 

$

505.0

 

 

$

—

 

Previous Extended Term Loan Facility, with
   interest at SOFR plus 5.10% as of December 31, 2024
   (equal to 9.46% at December 31, 2024) due 2026, net(b)

 

 

—

 

 

 

402.7

 

Less: Current maturities

 

 

5.2

 

 

 

4.2

 

Long-term debt, net of current maturities, debt
   discount and deferred financing fees

 

$

499.8

 

 

$

398.5

 

 

(a)
The Second Amended and Restated Term Loan Facility (as defined below), scheduled to mature on January 30, 2032, was recorded net of unamortized discount of $6.7 million and net of unamortized deferred financing fees of $2.0 million as of September 30, 2025. The fair market value of the Company’s debt under the Second Amended and Restated Term Loan Facility was $516.1 million as of September 30, 2025.
(b)
The Previous Extended Term Loan Facility (as defined below) as of December 31, 2024 was recorded net of unamortized discount of $5.6 million and net of unamortized deferred financing fees of $0.9 million.
Summary of Interest Expense

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

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

(in millions)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Second Amended and Restated Term Loan Facility

 

$

10.4

 

 

$

—

 

 

$

31.1

 

 

$

—

 

Previous Extended Term Loan Facility

 

 

—

 

 

 

11.0

 

 

 

—

 

 

 

32.7

 

Second Amended and Restated Term Loan Facility third-party fees

 

 

—

 

 

 

—

 

 

 

6.4

 

 

 

—

 

Non-cash interest for amortization of debt discount
   and debt issuance costs

 

 

0.2

 

 

 

1.1

 

 

 

1.2

 

 

 

3.3

 

Revolving credit facility interest and commitment fees

 

 

0.1

 

 

 

0.2

 

 

 

0.3

 

 

 

0.4

 

Total interest expense

 

$

10.7

 

 

$

12.3

 

 

$

39.0

 

 

$

36.4

 
v3.25.3
Fair Value Measurements and Financial Risk (Tables)
 9 Months Ended
Sep. 30, 2025
Fair Value Disclosures [Abstract]  
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

As of September 30, 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

 

$

62.9

 

 

$

62.9

 

 

$

—

 

 

$

—

 

Money market mutual funds(a)

 

 

32.5

 

 

 

32.5

 

 

 

—

 

 

 

—

 

Total assets at fair value

 

$

95.4

 

 

$

95.4

 

 

$

—

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Market-based share awards liability(b)

 

$

0.5

 

 

$

—

 

 

$

—

 

 

$

0.5

 

Contingent consideration(b)

 

 

37.8

 

 

 

—

 

 

 

—

 

 

 

37.8

 

Total liabilities at fair value

 

$

38.3

 

 

$

—

 

 

$

—

 

 

$

38.3

 

 

(a)
The Company’s money market mutual funds of $32.5 million as of September 30, 2025 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 September 30, 2025 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 $1.5 million as of September 30, 2025 is included within contingent consideration in the condensed consolidated balance sheets and contingent consideration of $36.3 million is included within other noncurrent liabilities in the condensed consolidated balance sheets.

As of December 31, 2024, 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

 

$

31.1

 

 

$

31.1

 

 

$

—

 

 

$

—

 

Money market mutual funds(a)

 

 

163.7

 

 

 

163.7

 

 

 

—

 

 

 

—

 

Total assets at fair value

 

$

194.8

 

 

$

194.8

 

 

$

—

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Market-based share awards liability(b)

 

$

0.5

 

 

$

—

 

 

$

—

 

 

$

0.5

 

Contingent consideration(b)

 

 

10.7

 

 

 

—

 

 

 

—

 

 

 

10.7

 

Total liabilities at fair value

 

$

11.2

 

 

$

—

 

 

$

—

 

 

$

11.2

 

 

(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.
Summary of Changes in Fair Value of Contingent Consideration Liabilities

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

 

 

Nine Months Ended
September 30,

 

(in millions)

 

2025

 

Balance at December 31, 2024

 

$

10.7

 

Payment of contingent consideration

 

 

(3.4

)

Fair value remeasurement adjustments

 

 

8.7

 

Business acquisitions

 

 

21.6

 

Foreign currency translation adjustments

 

 

0.2

 

Balance at September 30, 2025

 

$

37.8

 

 
v3.25.3
Stockholders' Equity (Deficit) and Redeemable Convertible Preferred Stock (Tables)
 9 Months Ended
Sep. 30, 2025
Temporary Equity And Stockholders Equity Note [Abstract]  
Summary of Dividend activity

Dividend activity for the first, second and third quarters of 2025 was as follows:

(dollars in millions, except per share values)

 

Three Months Ended
March 31, 2025

 

Three Months Ended
June 30, 2025

 

Three Months Ended
September 30, 2025

 

Dividend declared on

 

February 25, 2025

 

April 30, 2025

 

July 29, 2025

 

Stockholders of record on

 

March 10, 2025

 

May 12, 2025

 

August 14, 2025

 

Dividend paid on

 

March 18, 2025

 

May 21, 2025

 

August 22, 2025

 

Dividend per share

 

$

0.0150

 

$

0.0150

 

$

0.0150

 

Cash dividend paid

 

$

3.0

 

$

3.0

 

$

3.0

 

 

Dividend activity for the first, second and third quarters of 2024 was as follows:

(dollars in millions, except per share values)

 

Three Months Ended
March 31, 2024

 

Three Months Ended
June 30, 2024

 

Three Months Ended
September 30, 2024

 

Dividend declared on

 

 

—

 

 

—

 

August 6, 2024

 

Stockholders of record on

 

 

—

 

 

—

 

August 19, 2024

 

Dividend paid on

 

 

—

 

 

—

 

August 28, 2024

 

Dividend per share

 

$

—

 

$

—

 

$

0.0150

 

Cash dividend paid

 

$

—

 

$

—

 

$

3.1

 
Summary of the Changes in Accumulated Balances of Other Comprehensive Income The following tables summarize the changes in accumulated balances of other comprehensive income for the three and nine months ended September 30, 2025:

(in millions)

Foreign Currency
 Translation
Adjustments

 

Balances as of June 30, 2025

$

5.5

 

Other comprehensive loss before reclassifications, net

 

(5.1

)

Net change in accumulated other comprehensive income

 

(5.1

)

Balances as of September 30, 2025

$

0.4

 

 

 

(in millions)

Foreign Currency
 Translation
Adjustments

 

Balances as of December 31, 2024

$

—

 

Other comprehensive income before reclassifications, net

 

0.4

 

Net change in accumulated other comprehensive income

 

0.4

 

Balances as of September 30, 2025

$

0.4

 
v3.25.3
Stock-Based Compensation (Tables)
 9 Months Ended
Sep. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Schedule of Stock Option Activity

Stock option activity for the nine months ended September 30, 2025, 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, 2024

 

 

17,624

 

 

$

5.94

 

 

 

6.1

 

 

$

6.9

 

Granted

 

 

998

 

 

 

4.20

 

 

 

 

 

 

 

Exercised

 

 

(97

)

 

 

3.65

 

 

 

 

 

 

 

Forfeited/Expired

 

 

(2,278

)

 

 

6.63

 

 

 

 

 

 

 

Outstanding at September 30, 2025

 

 

16,247

 

 

$

5.75

 

 

 

6.4

 

 

$

9.4

 

Exercisable at September 30, 2025

 

 

9,378

 

 

$

6.61

 

 

 

5.7

 

 

$

3.4

 
Schedule of Restricted Stock Units Activity

RSU activity for the nine months ended September 30, 2025, 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, 2024

 

 

268

 

 

$

5.71

 

Granted

 

 

3,017

 

 

 

4.13

 

Forfeited

 

 

(116

)

 

 

4.13

 

Vested

 

 

(204

)

 

 

5.71

 

Unvested balance, September 30, 2025

 

 

2,965

 

 

$

4.17

 

 
v3.25.3
Earnings Per Share (Tables)
 9 Months Ended
Sep. 30, 2025
Earnings Per Share [Abstract]  
Computation of Basic and Diluted Income Per Common Share

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

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

(dollars in millions, share data in thousands except earnings per share)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net loss attributable to Emerald Holding, Inc.

 

$

(14.4

)

 

$

(11.1

)

 

$

(0.5

)

 

$

(2.9

)

Accretion to redemption value of redeemable
   convertible preferred stock

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(12.7

)

Net loss attributable to Emerald Holding, Inc.
   common stockholders

 

$

(14.4

)

 

$

(11.1

)

 

$

(0.5

)

 

$

(15.6

)

Weighted average common shares outstanding

 

 

197,950

 

 

 

203,893

 

 

 

199,053

 

 

 

141,179

 

Basic loss per share

 

$

(0.07

)

 

$

(0.05

)

 

$

(0.00

)

 

$

(0.11

)

Net loss attributable to Emerald Holding, Inc.
   common stockholders

 

$

(14.4

)

 

$

(11.1

)

 

$

(0.5

)

 

$

(15.6

)

Diluted weighted average common shares
   outstanding

 

 

197,950

 

 

 

203,893

 

 

 

199,053

 

 

 

141,179

 

Diluted loss per share

 

$

(0.07

)

 

$

(0.05

)

 

$

(0.00

)

 

$

(0.11

)

Anti-dilutive employee share awards excluded
   from diluted earnings per share calculation

 

 

9,646

 

 

 

10,210

 

 

 

9,649

 

 

 

7,717

 
v3.25.3
Segment Information (Tables)
 9 Months Ended
Sep. 30, 2025
Segment Reporting [Abstract]  
Reconciliation of Reportable Segment Revenues, Other Income, Net, and Adjusted EBITDA to Net Income (Loss)

The following table presents a reconciliation of reportable segment revenues, other income, net, and Adjusted EBITDA to net (loss) income before income taxes:

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

(in millions)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

Connections Segment

 

$

67.5

 

 

$

62.4

 

 

$

301.2

 

 

$

260.8

 

All Other Category

 

 

10.0

 

 

 

10.2

 

 

 

29.5

 

 

 

31.2

 

Total revenues

 

$

77.5

 

 

$

72.6

 

 

$

330.7

 

 

$

292.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income, net

 

 

 

 

 

 

 

 

 

 

 

 

Connections Segment

 

$

—

 

 

$

—

 

 

$

—

 

 

$

1.0

 

Total other income, net

 

$

—

 

 

$

—

 

 

$

—

 

 

$

1.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Connections Segment expenses

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenues

 

$

22.9

 

 

$

20.7

 

 

$

109.8

 

 

$

96.2

 

Selling, general and administrative

 

 

21.5

 

 

 

18.1

 

 

 

67.0

 

 

 

59.4

 

Total expenses

 

$

44.4

 

 

$

38.8

 

 

$

176.8

 

 

$

155.6

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

Connections Segment

 

$

23.1

 

 

$

23.6

 

 

$

124.4

 

 

$

106.2

 

Segment Adjusted EBITDA

 

$

23.1

 

 

$

23.6

 

 

$

124.4

 

 

$

106.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All Other Category Adjusted EBITDA

 

$

2.2

 

 

$

1.6

 

 

$

4.7

 

 

$

3.7

 

General corporate and other expenses(1)

 

 

(12.5

)

 

 

(12.7

)

 

 

(38.3

)

 

 

(41.3

)

Interest expense, net

 

 

(10.1

)

 

 

(10.1

)

 

 

(34.8

)

 

 

(29.8

)

Intangible asset impairment charges

 

 

—

 

 

 

(6.3

)

 

 

—

 

 

 

(6.3

)

Depreciation and amortization expense

 

 

(8.7

)

 

 

(7.1

)

 

 

(22.7

)

 

 

(21.2

)

Stock-based compensation expense

 

 

(2.9

)

 

 

(0.7

)

 

 

(8.5

)

 

 

(4.7

)

Other items(2)

 

 

(9.0

)

 

 

(3.1

)

 

 

(21.4

)

 

 

(10.4

)

(Loss) income before income taxes

 

$

(17.9

)

 

$

(14.8

)

 

$

3.4

 

 

$

(3.8

)
(1)
General corporate and other expenses are primarily related to corporate level expenditures.
(2)
Other items for the three months ended September 30, 2025 included: (i) $0.7 million in acquisition-related transaction costs; (ii) $1.4 million in acquisition-related integration and restructuring-related transition costs; (iii) $1.8 million in non-recurring legal, audit and consulting fees; and (iv) $5.1 million in expense related to the remeasurement of contingent consideration. Other items for the three months ended September 30, 2024 included: (i) $1.0 million in acquisition-related transaction costs; (ii) $1.4 million in acquisition-related integration and restructuring-related transition costs; and (iii) $0.7 million in non-recurring legal, audit and consulting fees. Other items for the nine months ended September 30, 2025 included: (i) $5.6 million in acquisition-related transaction costs; (ii) $3.9 million in acquisition-related integration and restructuring-related transition costs; (iii) $3.2 million in non-recurring legal, audit and consulting fees; and (iv) $8.7 million in expense related to the remeasurement of contingent consideration. Other items for the nine months ended September 30, 2024 included: (i) $2.2 million in acquisition-related transaction costs; (ii) $7.2 million in acquisition-related integration and restructuring-related transition costs; (iii) $1.7 million in non-recurring legal, audit and consulting fees; and (iv) $0.7 million in gains related to the remeasurement of contingent consideration.
Schedule of Reportable Segment Revenues Cost of Revenues and Selling General and Administrative Expenses

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

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

(in millions)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cost of revenues

 

 

 

 

 

 

 

 

 

 

 

 

Connections Segment

 

$

22.9

 

 

$

20.7

 

 

$

109.8

 

 

$

96.2

 

All Other Category

 

 

2.2

 

 

 

2.2

 

 

 

7.3

 

 

 

6.8

 

Other items(1)

 

 

0.2

 

 

 

0.2

 

 

 

0.2

 

 

 

0.7

 

Total cost of revenues

 

$

25.3

 

 

$

23.1

 

 

$

117.3

 

 

$

103.7

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

 

 

 

 

 

 

 

 

 

 

Connections Segment

 

$

21.5

 

 

$

18.1

 

 

$

67.0

 

 

$

59.4

 

All Other Category

 

 

5.6

 

 

 

6.4

 

 

 

17.5

 

 

 

20.7

 

Corporate

 

 

12.5

 

 

 

12.7

 

 

 

38.3

 

 

 

41.3

 

Other items(1)

 

 

11.7

 

 

 

3.6

 

 

 

29.7

 

 

 

14.4

 

Total selling, general and administrative expenses

 

$

51.3

 

 

$

40.8

 

 

$

152.5

 

 

$

135.8

 
(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.
Schedule of Revenues from Transactions Countries For the three and nine months ended September 30, 2025 and 2024, revenues were derived from transactions in the following countries:

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

(in millions)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

62.7

 

 

$

69.3

 

 

$

299.9

 

 

$

282.7

 

All other countries

 

 

14.8

 

 

 

3.3

 

 

 

30.8

 

 

 

9.3

 

Total revenues

 

$

77.5

 

 

$

72.6

 

 

$

330.7

 

 

$

292.0

 
v3.25.3
Revenues - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Dec. 31, 2024
Revenue From Contract With Customer [Line Items]          
Current deferred revenues $ 229.0   $ 229.0   $ 190.5
Revenue recognized     162.7    
Cancelled event liabilities 1.0   1.0   1.2
Provision for expected credit losses 0.5   1.4 $ 0.5  
Accounts receivable write off 0.6   $ 1.0    
Maximum [Member]          
Revenue From Contract With Customer [Line Items]          
Payment term     60 days    
Minimum [Member]          
Revenue From Contract With Customer [Line Items]          
Payment term     30 days    
Other Noncurrent Liabilities [Member]          
Revenue From Contract With Customer [Line Items]          
Long-term deferred revenues $ 0.4   $ 0.4    
Trade Show and Other Events [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member]          
Revenue From Contract With Customer [Line Items]          
Concentration risk, percentage 87.10% 86.00% 91.10% 89.30%  
Trade Shows [Member] | COVID-19 [Member]          
Revenue From Contract With Customer [Line Items]          
Current deferred revenues $ 0.8   $ 0.8    
Accounts receivable credits reclassified to cancelled event liabilities $ 0.2   $ 0.2   $ 1.1
v3.25.3
Revenues - Additional Information (Detail 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-10-01
$ in Millions
 9 Months Ended
Sep. 30, 2025
USD ($)
Revenue From Contract With Customer [Line Items]  
Revenue recognition of remaining performance obligations original expected period 1 year
Revenue recognition of remaining performance obligations amount $ 0.4
Maximum [Member]  
Revenue From Contract With Customer [Line Items]  
Revenue recognition of remaining performance obligations original expected period 1 year
Implementation Fees and Professional Services [Member]  
Revenue From Contract With Customer [Line Items]  
Revenue recognition of remaining performance obligations original expected period 4 years
Subscription Software and Services [Member]  
Revenue From Contract With Customer [Line Items]  
Revenue recognition of remaining performance obligations original expected period 3 years
Revenue recognition of remaining performance obligations expected renewal period 1 year
v3.25.3
Revenues - Summary of Revenues Disaggregated (Detail) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Disaggregation Of Revenue [Line Items]        
Revenues $ 77.5 $ 72.6 $ 330.7 $ 292.0
Connections [Member]        
Disaggregation Of Revenue [Line Items]        
Revenues 67.5 62.4 301.2 260.8
Content [Member]        
Disaggregation Of Revenue [Line Items]        
Revenues 4.5 4.9 13.6 15.5
Commerce [Member]        
Disaggregation Of Revenue [Line Items]        
Revenues $ 5.5 $ 5.3 $ 15.9 $ 15.7
v3.25.3
Business Acquisitions - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Aug. 08, 2025
May 02, 2025
Mar. 15, 2025
Sep. 30, 2025
Jun. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Mar. 13, 2025
Dec. 31, 2024
Business Acquisition [Line Items]                    
Business acquisition, initial cash payment             $ 192.3 $ 16.2    
Working capital adjustment receivable from seller             0.0 1.0    
Contingent consideration on purchase price       $ 37.8     37.8     $ 10.7
Revenues       77.5   $ 72.6 330.7 292.0    
Net Income (Loss)       (14.4)   (11.1) (0.5) (2.9)    
Payment of contingent consideration liability             3.2 0.0    
Acquisition costs incurred       0.7   $ 1.0 5.6 $ 2.2    
Generis Group [Member]                    
Business Acquisition [Line Items]                    
Purchase price $ 64.6                  
Business acquisition, initial cash payment 51.6                  
Cash acquired from business acquisition 7.2                  
Working capital adjustment receivable from seller 1.0     0.8            
Contingent consideration on purchase price 6.8                  
Revenues       0.0            
Net Income (Loss)       (1.3)            
Intangible assets 13.3                  
Generis Group [Member] | Selling, General and Administrative Expenses [Member]                    
Business Acquisition [Line Items]                    
Acquisition costs incurred 1.3                  
Generis Group [Member] | Trade Names [Member]                    
Business Acquisition [Line Items]                    
Intangible assets $ 6.9                  
Weighted-average amortization period 10 years                  
Assumed residual value $ 0.0                  
Generis Group [Member] | Customer Relationship Intangibles [Member]                    
Business Acquisition [Line Items]                    
Intangible assets $ 6.4                  
Weighted-average amortization period 3 years                  
Assumed residual value $ 0.0                  
This is Beyond Ltd [Member]                    
Business Acquisition [Line Items]                    
Purchase price   $ 165.5                
Business acquisition, initial cash payment   122.1                
Cash acquired from business acquisition   33.9                
Revenues       12.4     29.5      
Net Income (Loss)       3.6     9.8      
Intangible assets   33.0                
This is Beyond Ltd [Member] | Selling, General and Administrative Expenses [Member]                    
Business Acquisition [Line Items]                    
Acquisition costs incurred   2.9                
This is Beyond Ltd [Member] | Trade Names [Member]                    
Business Acquisition [Line Items]                    
Intangible assets   $ 10.4                
Weighted-average amortization period   10 years                
Assumed residual value   $ 0.0                
This is Beyond Ltd [Member] | Customer Relationship Intangibles [Member]                    
Business Acquisition [Line Items]                    
Intangible assets   $ 22.6                
Weighted-average amortization period   5 years                
Assumed residual value   $ 0.0                
This is Beyond Ltd [Member] | Estimated Fair Value [Member]                    
Business Acquisition [Line Items]                    
Contingent consideration on purchase price   $ 9.5                
Insurtech Insights [Member]                    
Business Acquisition [Line Items]                    
Purchase price     $ 27.9              
Business acquisition, initial cash payment     19.4              
Cash acquired from business acquisition     1.0              
Escrow payment         $ 2.7          
Revenues       0.1     11.1      
Net Income (Loss)       (0.8)     $ 3.1      
Intangible assets                 $ 4.4  
Insurtech Insights [Member] | Selling, General and Administrative Expenses [Member]                    
Business Acquisition [Line Items]                    
Acquisition costs incurred     1.2              
Insurtech Insights [Member] | Trade Names [Member]                    
Business Acquisition [Line Items]                    
Intangible assets     $ 2.5              
Weighted-average amortization period     10 years              
Assumed residual value     $ 0.0              
Insurtech Insights [Member] | Customer Relationship Intangibles [Member]                    
Business Acquisition [Line Items]                    
Intangible assets     $ 1.9              
Weighted-average amortization period     2 years              
Assumed residual value     $ 0.0              
Insurtech Insights [Member] | Estimated Fair Value [Member]                    
Business Acquisition [Line Items]                    
Contingent consideration on purchase price     $ 4.8              
Insurtech Insights [Member] | 2025 London Event Payment [Member]                    
Business Acquisition [Line Items]                    
Payment of contingent consideration liability       $ 2.8            
v3.25.3
Business Acquisitions - Summary of Purchase Price Allocation and Measurement Period Adjustment (Detail) - USD ($)
$ in Millions
Sep. 30, 2025
Aug. 08, 2025
May 02, 2025
Mar. 13, 2025
Dec. 31, 2024
Business Acquisition [Line Items]          
Goodwill $ 781.4       $ 573.8
Generis Group [Member]          
Business Acquisition [Line Items]          
Cash   $ 7.2      
Trade and other receivables   5.5      
Prepaid expenses and other current assets   0.9      
Goodwill   57.7      
Intangible assets   13.3      
Right-of-use lease asset   0.5      
Deferred revenues   (14.5)      
Accounts payable and other current liabilities   (1.4)      
Other non-current liability   (0.8)      
Deferred tax liability   (3.3)      
Right-of-use lease liability   (0.5)      
Purchase price, including working capital adjustment   $ 64.6      
This is Beyond Ltd [Member]          
Business Acquisition [Line Items]          
Cash     $ 33.9    
Trade and other receivables     14.2    
Prepaid expenses and other current assets     4.9    
Goodwill     119.9    
Intangible assets     33.0    
Deferred revenues     (33.2)    
Accounts payable and other current liabilities     (2.7)    
Deferred tax liability     (4.5)    
Purchase price, including working capital adjustment     $ 165.5    
Insurtech Insights [Member]          
Business Acquisition [Line Items]          
Cash       $ 1.0  
Trade and other receivables       4.5  
Prepaid expenses and other current assets       1.8  
Goodwill       27.4  
Intangible assets       4.4  
Deferred revenues       (9.5)  
Accounts payable and other current liabilities       (0.6)  
Deferred tax liability       (1.1)  
Purchase price, including working capital adjustment       $ 27.9  
v3.25.3
Business Acquisitions - Schedule of Supplemental Pro-Forma Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2024
Business Acquisition [Line Items]    
Total pro-forma revenues $ 84.0 $ 334.0
Total pro-forma net (loss) income (12.5) (3.2)
Generis Group [Member]    
Business Acquisition [Line Items]    
Total pro-forma revenues 0.6 8.7
Total pro-forma net (loss) income (1.5) (0.8)
This is Beyond Ltd [Member]    
Business Acquisition [Line Items]    
Total pro-forma revenues 9.8 24.0
Total pro-forma net (loss) income 1.4 0.9
Insurtech [Member]    
Business Acquisition [Line Items]    
Total pro-forma revenues 0.0 7.7
Total pro-forma net (loss) income (0.9) 0.1
Plant Based World [Member]    
Business Acquisition [Line Items]    
Total pro-forma revenues 0.7 0.7
2024 Acquisitions [Member]    
Business Acquisition [Line Items]    
Total pro-forma revenues 0.3 0.9
Total pro-forma net (loss) income (0.4) (0.5)
Emerald Revenue [Member]    
Business Acquisition [Line Items]    
Total pro-forma revenues 72.6 292.0
Emerald Net (Loss) Income [Member]    
Business Acquisition [Line Items]    
Total pro-forma net (loss) income $ (11.1) $ (2.9)
v3.25.3
Property and Equipment - Summary of Property and Equipment, Net (Detail) - USD ($)
$ in Millions
Sep. 30, 2025
Dec. 31, 2024
Property Plant And Equipment [Line Items]    
Property and equipment, gross $ 8.0 $ 7.2
Less: Accumulated depreciation (6.0) (5.4)
Property and equipment, net 2.0 1.8
Furniture, Equipment and Other [Member]    
Property Plant And Equipment [Line Items]    
Property and equipment, gross 6.7 5.8
Leasehold Improvements [Member]    
Property Plant And Equipment [Line Items]    
Property and equipment, gross $ 1.3 $ 1.4
v3.25.3
Property and Equipment - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Property, Plant and Equipment [Abstract]        
Depreciation expense related to property and equipment $ 0.3 $ 0.3 $ 0.7 $ 0.8
v3.25.3
Intangible Assets and Goodwill - Summary of Intangible Assets (Detail) - USD ($)
$ in Millions
Sep. 30, 2025
Dec. 31, 2024
Schedule Of Intangible Assets Excluding Goodwill [Line Items]    
Gross carrying amount $ 616.5 $ 560.0
Accumulated amortization (425.9) (404.1)
Net carrying amount 190.6 155.9
Trade Names [Member]    
Schedule Of Intangible Assets Excluding Goodwill [Line Items]    
Gross carrying amount 45.7 45.7
Net carrying amount 45.7 45.7
Customer Relationship Intangibles [Member]    
Schedule Of Intangible Assets Excluding Goodwill [Line Items]    
Gross carrying amount 394.4 363.6
Accumulated amortization (352.9) (343.5)
Net carrying amount 41.5 20.1
Trade Names [Member]    
Schedule Of Intangible Assets Excluding Goodwill [Line Items]    
Gross carrying amount 112.1 92.3
Accumulated amortization (32.5) (27.6)
Net carrying amount 79.6 64.7
Acquired Technology [Member]    
Schedule Of Intangible Assets Excluding Goodwill [Line Items]    
Gross carrying amount 8.4 8.4
Accumulated amortization (6.3) (5.7)
Net carrying amount 2.1 2.7
Acquired Content [Member]    
Schedule Of Intangible Assets Excluding Goodwill [Line Items]    
Gross carrying amount 2.6 2.6
Accumulated amortization (1.8) (1.4)
Net carrying amount 0.8 1.2
Computer Software [Member]    
Schedule Of Intangible Assets Excluding Goodwill [Line Items]    
Gross carrying amount 51.6 45.1
Accumulated amortization (32.4) (25.9)
Net carrying amount 19.2 19.2
Capitalized Software in Progress [Member]    
Schedule Of Intangible Assets Excluding Goodwill [Line Items]    
Gross carrying amount 1.7 2.3
Net carrying amount $ 1.7 $ 2.3
v3.25.3
Intangible Assets and Goodwill - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Schedule Of Intangible Assets Excluding Goodwill [Line Items]        
Amortization expense $ 8.4 $ 6.8 $ 22.0 $ 20.4
Intangible asset impairment charges $ 0.0 6.3 $ 0.0 6.3
Trade Names [Member] | Connections [Member]        
Schedule Of Intangible Assets Excluding Goodwill [Line Items]        
Intangible asset impairment charges   $ 6.3   $ 6.3
v3.25.3
Intangible Assets and Goodwill - Schedule of Changes in Carrying Amount of Goodwill for Each Reportable Segment (Detail)
$ in Millions
 9 Months Ended
Sep. 30, 2025
USD ($)
Goodwill [Line Items]  
Goodwill, balance $ 573.8
Acquired goodwill 205.8
Foreign currency translation 1.8
Goodwill, balance 781.4
Connections [Member]  
Goodwill [Line Items]  
Goodwill, balance 538.2
Acquired goodwill 205.8
Foreign currency translation 1.8
Goodwill, balance 745.8
All Other [Member]  
Goodwill [Line Items]  
Goodwill, balance 35.6
Goodwill, balance $ 35.6
v3.25.3
Debt - Summary of Long-Term Debt (Detail) - USD ($)
$ in Millions
Sep. 30, 2025
Dec. 31, 2024
Debt Instrument [Line Items]    
Long-term debt, net of current maturities, debt discount and deferred financing fees $ 499.8 $ 398.5
Less: Current maturities 5.2 4.2
Second Amended and Restated Term Loan Facility [Member]    
Debt Instrument [Line Items]    
Secured debt $ 505.0  
Previous Extended Term Loan Facility [Member]    
Debt Instrument [Line Items]    
Secured debt   $ 402.7
v3.25.3
Debt - Summary of Long-Term Debt (Parenthetical) (Detail) - USD ($)
$ in Millions
 9 Months Ended 12 Months Ended
Jun. 12, 2023
Sep. 30, 2025
Dec. 31, 2024
Second Amended and Restated Term Loan Facility [Member]      
Debt Instrument [Line Items]      
Actual interest rate   7.41%  
Maturity year   2032  
Debt maturity date   Jan. 30, 2032  
Unamortized discount   $ 6.7  
Unamortized deferred financing fees   2.0  
Fair market value   $ 516.1  
Second Amended and Restated Term Loan Facility [Member] | SOFR [Member]      
Debt Instrument [Line Items]      
Basis spread including credit spread adjustment   3.25%  
Previous Extended Term Loan Facility [Member]      
Debt Instrument [Line Items]      
Actual interest rate     9.46%
Maturity year     2026
Debt maturity date May 22, 2026    
Unamortized discount     $ 5.6
Unamortized deferred financing fees     $ 0.9
Previous Extended Term Loan Facility [Member] | SOFR [Member]      
Debt Instrument [Line Items]      
Basis spread including credit spread adjustment     5.10%
v3.25.3
Debt - Second Amended and Restated Senior Secured Credit Facilities - Additional Information (Detail) - USD ($)
$ in Millions
 9 Months Ended
Aug. 13, 2025
Jan. 30, 2025
Jun. 12, 2023
Sep. 30, 2025
Sep. 30, 2024
Dec. 31, 2024
Debt Instrument [Line Items]            
Original issuance discount       $ 2.0 $ 0.0  
Second amended and restated senior secured credit facilities            
Debt Instrument [Line Items]            
Original issuance discount $ 0.7          
Second amended and restated senior secured credit facilities | Term Loan Facility [Member]            
Debt Instrument [Line Items]            
Basis spread on variable rate       2.25%    
Step-down percentage       0.25%    
Second amended and restated senior secured credit facilities | Term Loan Facility [Member] | SOFR [Member]            
Debt Instrument [Line Items]            
Basis spread on variable rate       3.25%    
Second amended and restated senior secured credit facilities | Term Loan Facility [Member] | One-Month Term SOFR [Member]            
Debt Instrument [Line Items]            
Basis spread on variable rate       1.00%    
Second amended and restated senior secured credit facilities | Term Loan Facility [Member] | Federal Funds Effective Swap Rate [Member]            
Debt Instrument [Line Items]            
Basis spread on variable rate       50.00%    
Second amended and restated senior secured credit facilities | Term Loan Facility [Member] | Bank of America [Member]            
Debt Instrument [Line Items]            
Secured debt maturity period   7 years        
Secured debt   $ 515.0        
Debt maturity date   Jan. 30, 2032        
Second amended and restated senior secured credit facilities | Revolving Credit Facility [Member]            
Debt Instrument [Line Items]            
Basis spread on variable rate       1.25%    
Step-up percentage       0.25%    
First lien net leverage ratio       2.50%    
Additional step-up percentage       0.25%    
First lien net leverage ratio for additional step-up percentage       2.75%    
Second amended and restated senior secured credit facilities | Revolving Credit Facility [Member] | SOFR [Member]            
Debt Instrument [Line Items]            
Basis spread on variable rate       2.25%    
Second amended and restated senior secured credit facilities | Revolving Credit Facility [Member] | One-Month Term SOFR [Member]            
Debt Instrument [Line Items]            
Basis spread on variable rate       1.00%    
Second amended and restated senior secured credit facilities | Revolving Credit Facility [Member] | Federal Funds Effective Swap Rate [Member]            
Debt Instrument [Line Items]            
Basis spread on variable rate       50.00%    
Second amended and restated senior secured credit facilities | Revolving Credit Facility [Member] | Bank of America [Member]            
Debt Instrument [Line Items]            
Secured debt   $ 110.0        
Debt maturity date   Jan. 30, 2030        
Second amended and restated revolving credit facility            
Debt Instrument [Line Items]            
Unpaid debt issuance costs       $ 0.0    
Unutilized commitments fee percentage       0.25%    
Stand-by letters of credit       $ 0.5    
Second amended and restated revolving credit facility | Maximum [Member]            
Debt Instrument [Line Items]            
First lien net leverage ratio       3.50%    
Unutilized commitments fee percentage       0.50%    
Second amended and restated revolving credit facility | Minimum [Member]            
Debt Instrument [Line Items]            
First lien net leverage ratio       3.00%    
Unutilized commitments fee percentage       0.375%    
Second amended and restated revolving credit facility | Other Noncurrent Assets [Member]            
Debt Instrument [Line Items]            
Debt issuance costs incurred       $ 0.8    
Second Amended and Restated Term Loan Facility [Member]            
Debt Instrument [Line Items]            
Secured debt       $ 505.0    
Debt maturity date       Jan. 30, 2032    
Borrowings outstanding       $ 513.7    
Net proceeds from loan       409.1    
Amortization of original issuance discount related to loss on extinguishment of debt       1.3    
Third party fees       7.7    
Capitalized debt issuance costs       1.3    
Debt issuance costs incurred       2.0    
Original issuance discount       1.3    
Quarterly installment percentage of principal amount outstanding   0.25%        
Second Amended and Restated Term Loan Facility [Member] | Interest Expense [Member]            
Debt Instrument [Line Items]            
Third party fees       6.4    
Second Amended and Restated Term Loan Facility [Member] | Funded Through Non-cash Rollover from Existing Lenders [Member]            
Debt Instrument [Line Items]            
Net proceeds from loan       239.6    
Second Amended and Restated Term Loan Facility [Member] | Funded Through Cash Transactions [Member]            
Debt Instrument [Line Items]            
Net proceeds from loan       $ 169.5    
Previous Extended Term Loan Facility [Member]            
Debt Instrument [Line Items]            
Secured debt           $ 402.7
Debt maturity date     May 22, 2026      
Borrowings outstanding     $ 415.3      
Debt issuance costs incurred           $ 0.9
Previous Senior Secured Credit Facilities | SOFR [Member]            
Debt Instrument [Line Items]            
Basis spread on variable rate       5.00%    
Credit spread adjustment       0.10%    
Previous Senior Secured Credit Facilities | ABR [Member]            
Debt Instrument [Line Items]            
Basis spread on variable rate       4.00%    
v3.25.3
Debt - Guarantees, Collateral, Covenants and Events of Default - Additional Information (Detail) - Second amended and restated revolving credit facility
$ in Millions
 9 Months Ended
Sep. 30, 2025
USD ($)
Debt Instrument [Line Items]  
Leverage ratio 550.00%
Description of events of default 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.
Percentage of amount outstanding exceeds total revolving commitment for testing of financial covenant 35.00%
Maximum [Member]  
Debt Instrument [Line Items]  
Letters of credit outstanding amount $ 10.0
v3.25.3
Debt - Previous Senior Secured Credit Facilities - Additional Information (Detail) - USD ($)
 9 Months Ended
Jun. 12, 2023
Sep. 30, 2025
Dec. 31, 2024
Feb. 02, 2023
Previous Senior Secured Credit Facilities | ABR [Member]        
Debt Instrument [Line Items]        
Basis spread on variable rate   4.00%    
Previous Senior Secured Credit Facilities | SOFR [Member]        
Debt Instrument [Line Items]        
Basis spread on variable rate   5.00%    
Credit spread adjustment   0.10%    
Previous Extended Term Loan Facility [Member]        
Debt Instrument [Line Items]        
Borrowings outstanding $ 415,300,000      
Debt maturity date May 22, 2026      
Amended and Restated Revolving Credit Facility [Member]        
Debt Instrument [Line Items]        
Line of credit, aggregate initial amount     $ 0 $ 110,000,000
Amended and Restated Revolving Credit Facility and Revolving Credit Facility [Member]        
Debt Instrument [Line Items]        
Stand-by letters of credit     $ 700,000  
v3.25.3
Debt - Summary of Interest Expense (Detail) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Debt Instrument [Line Items]        
Non-cash interest for amortization of debt discount and debt issuance costs $ 0.2 $ 1.1 $ 1.2 $ 3.3
Total interest expense 10.7 12.3 39.0 36.4
Second Amended and Restated Term Loan Facility [Member]        
Debt Instrument [Line Items]        
Interest expense on term loan 10.4 0.0 31.1 0.0
Previous Extended Term Loan Facility [Member]        
Debt Instrument [Line Items]        
Interest expense on term loan 0.0 11.0 0.0 32.7
Second Amended and Restated Term Loan Facility third party fees        
Debt Instrument [Line Items]        
Interest expense on term loan 0.0 0.0 6.4 0.0
Revolving Credit Facility [Member]        
Debt Instrument [Line Items]        
Revolving credit facility interest and commitment fees $ 0.1 $ 0.2 $ 0.3 $ 0.4
v3.25.3
Debt - Interest Expense - Additional Information (Details)
Sep. 30, 2025
Dec. 31, 2024
Second Amended and Restated Term Loan Facility [Member]    
Debt Instrument [Line Items]    
Effective interest rate 7.76%  
Previous Extended Term Loan Facility [Member]    
Debt Instrument [Line Items]    
Effective interest rate   10.68%
v3.25.3
Fair Value Measurements and Financial Risk - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($)
$ in Millions
Sep. 30, 2025
Dec. 31, 2024
Assets    
Total assets at fair value $ 95.4 $ 194.8
Liabilities    
Market-based share awards liability 0.5 0.5
Contingent consideration 37.8 10.7
Total liabilities at fair value 38.3 11.2
Cash and Cash Equivalents [Member]    
Assets    
Cash and cash equivalents 62.9 31.1
Money Market Mutual Funds [Member]    
Assets    
Cash and cash equivalents 32.5 163.7
Fair Value Measurements Recurring [Member] | Level 1 [Member]    
Assets    
Total assets at fair value 95.4 194.8
Fair Value Measurements Recurring [Member] | Level 3 [Member]    
Liabilities    
Market-based share awards liability 0.5 0.5
Contingent consideration 37.8 10.7
Total liabilities at fair value 38.3 11.2
Fair Value Measurements Recurring [Member] | Cash and Cash Equivalents [Member] | Level 1 [Member]    
Assets    
Cash and cash equivalents 62.9 31.1
Fair Value Measurements Recurring [Member] | Money Market Mutual Funds [Member] | Level 1 [Member]    
Assets    
Cash and cash equivalents $ 32.5 $ 163.7
v3.25.3
Fair Value Measurements and Financial Risk - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Parenthetical) (Detail) - USD ($)
$ in Millions
Sep. 30, 2025
Dec. 31, 2024
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Money market mutual funds $ 32.5  
Market-based share awards liability 0.5 $ 0.5
Contingent consideration 1.5  
Other Noncurrent Liabilities [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Market-based share awards liability 0.5  
Contingent consideration $ 36.3  
v3.25.3
Fair Value Measurements and Financial Risk - Additional Information (Detail) - USD ($)
 9 Months Ended
Sep. 30, 2025
Dec. 31, 2024
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Market-based share awards liability $ 500,000 $ 500,000
Market-based Share Awards [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Employee right to receive restricted stock equal to maximum cash price $ 4,900,000  
v3.25.3
Fair Value Measurements and Financial Risk - Summary of Changes in Fair Value of Contingent Consideration Liabilities (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2025
Sep. 30, 2024
Business Combination, Contingent Consideration [Line Items]      
Beginning Balance   $ 10.7  
Payment of contingent consideration   (3.2) $ 0.0
Fair value remeasurement adjustments $ 5.1 8.7 $ 0.7
Ending Balance 37.8 37.8  
Contingent Consideration Liabilities [Member]      
Business Combination, Contingent Consideration [Line Items]      
Beginning Balance   10.7  
Payment of contingent consideration   (3.4)  
Fair value remeasurement adjustments   8.7  
Business acquisitions   21.6  
Foreign currency translation adjustments   0.2  
Ending Balance $ 37.8 $ 37.8  
v3.25.3
Stockholders' Equity (Deficit) and Redeemable Convertible Preferred Stock - Additional Information (Detail) - USD ($)
 2 Months Ended 3 Months Ended 9 Months Ended
Mar. 28, 2025
May 02, 2024
Jul. 24, 2020
Jun. 10, 2020
Aug. 13, 2020
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Apr. 30, 2025
Oct. 29, 2024
Nov. 30, 2023
Temporary Equity And Shareholders Equity [Line Items]                        
Repurchase of common stock           $ 500,000 $ 3,600,000 $ 16,200,000 $ 5,400,000      
November 2023 Share Repurchase Program [Member]                        
Temporary Equity And Shareholders Equity [Line Items]                        
Repurchase of common stock             $ 3,600,000   $ 5,400,000      
Repurchase of common stock, shares             742,939   1,038,589      
October 2024 and April 2025 Share Repurchase Program [Member]                        
Temporary Equity And Shareholders Equity [Line Items]                        
Repurchase of common stock           $ 500,000   $ 16,200,000        
Repurchase of common stock, shares           116,094   3,776,218        
April 2025 Share Repurchase Program [Member]                        
Temporary Equity And Shareholders Equity [Line Items]                        
Stock repurchase program, remaining authorized repurchase amount           $ 20,300,000   $ 20,300,000        
Maximum [Member] | November 2023 Share Repurchase Program [Member]                        
Temporary Equity And Shareholders Equity [Line Items]                        
Stock repurchase program, authorized amount                       $ 25,000,000
Maximum [Member] | October 2024 Share Repurchase Program [Member]                        
Temporary Equity And Shareholders Equity [Line Items]                        
Stock repurchase program, authorized amount                     $ 25,000,000  
Maximum [Member] | April 2025 Share Repurchase Program [Member]                        
Temporary Equity And Shareholders Equity [Line Items]                        
Stock repurchase program, authorized amount                   $ 25,000,000    
Common Stock [Member]                        
Temporary Equity And Shareholders Equity [Line Items]                        
Shares issued           100,000 37,000 290,000 561,000      
Convertible preferred stock, each stock converted to common stock, shares   1.9717                    
Common stock shares issued as result of conversion of preferred securities                 140,782,000      
Repurchase of common stock, shares           116,000 743,000 3,776,000 1,038,000      
Redeemable Convertible Preferred Stock [Member]                        
Temporary Equity And Shareholders Equity [Line Items]                        
Redeemable convertible preferred stock conversion   71,402,607                    
Preferred stock cash dividend paid $ 8,600,000               $ 8,600,000      
Preferred stock cash dividend paid per share $ 0.12                      
Redeemable Convertible Preferred Stock [Member] | Common Stock [Member]                        
Temporary Equity And Shareholders Equity [Line Items]                        
Common stock shares issued as result of conversion of preferred securities   140,781,525                    
Initial Private Placement [Member] | Onex Partners V LP [Member] | Redeemable Convertible Preferred Stock [Member]                        
Temporary Equity And Shareholders Equity [Line Items]                        
Shares issued       47,058,332                
Aggregate purchase price per share       $ 5.6                
Preferred stock accretion rate per annum               7.00%        
Preferred stock, accretion of deemed dividend             $ 0   $ 12,700,000      
Rights Offering [Member] | Onex Partners V LP [Member] | Redeemable Convertible Preferred Stock [Member]                        
Temporary Equity And Shareholders Equity [Line Items]                        
Shares issued     1,727,427   69,718,919              
Proceeds from issuance of preferred stock     $ 9,700,000   $ 373,300,000              
Fees and estimated expenses         $ 17,200,000              
v3.25.3
Stockholders' Equity (Deficit) and Redeemable Convertible Preferred Stock - Summary of Dividend activity (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended
Sep. 30, 2025
Jun. 30, 2025
Mar. 31, 2025
Sep. 30, 2024
O2024 Q3 Dividends [Member]        
Temporary Equity And Shareholders Equity [Line Items]        
Dividend declared on       Aug. 06, 2024
Stockholders of record on       Aug. 19, 2024
Dividend paid on       Aug. 28, 2024
Dividend per share       $ 0.015
O2024 Q3 Dividends [Member] | Common Stock [Member]        
Temporary Equity And Shareholders Equity [Line Items]        
Cash dividend paid       $ 3.1
O2025 Q1 Dividends [Member]        
Temporary Equity And Shareholders Equity [Line Items]        
Dividend declared on     Feb. 25, 2025  
Stockholders of record on     Mar. 10, 2025  
Dividend paid on     Mar. 18, 2025  
Dividend per share     $ 0.015  
O2025 Q1 Dividends [Member] | Common Stock [Member]        
Temporary Equity And Shareholders Equity [Line Items]        
Cash dividend paid     $ 3.0  
O2025 Q2 Dividends [Member]        
Temporary Equity And Shareholders Equity [Line Items]        
Dividend declared on   Apr. 30, 2025    
Stockholders of record on   May 12, 2025    
Dividend paid on   May 21, 2025    
Dividend per share   $ 0.015    
O2025 Q2 Dividends [Member] | Common Stock [Member]        
Temporary Equity And Shareholders Equity [Line Items]        
Cash dividend paid   $ 3.0    
O2025 Q3 Dividends [Member]        
Temporary Equity And Shareholders Equity [Line Items]        
Dividend declared on Jul. 29, 2025      
Stockholders of record on Aug. 14, 2025      
Dividend paid on Aug. 22, 2025      
Dividend per share $ 0.015      
O2025 Q3 Dividends [Member] | Common Stock [Member]        
Temporary Equity And Shareholders Equity [Line Items]        
Cash dividend paid $ 3.0      
v3.25.3
Stockholders' Equity (Deficit) and Redeemable Convertible Preferred Stock - Summary of the Changes in Accumulated Balances of Other Comprehensive Income (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Balances $ 389.4 $ 407.6 $ 385.9 $ (92.5)
Net change in accumulated other comprehensive income (5.1) 0.0 0.4 0.0
Balances 369.5 $ 391.1 369.5 $ 391.1
Foreign Currency Translation Adjustments [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Balances 5.5   0.0  
Other comprehensive income (loss) before reclassifications, net (5.1)   0.4  
Net change in accumulated other comprehensive income (5.1)   0.4  
Balances $ 0.4   $ 0.4  
v3.25.3
Stock-Based Compensation - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Deferred tax benefit for stock-based compensation $ 0.6 $ 0.2 $ 1.6 $ 1.2
Stock Options [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Stock-based compensation expense 0.7 $ 0.9 3.2 4.2
Unrecognized stock-based compensation expense 6.6   $ 6.6  
Unrecognized stock-based compensation expense weighted average period of recognition     1 year 5 months 26 days  
Restricted Stock Units [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Stock-based compensation expense 2.1   $ 5.2 $ 0.8
Unrecognized stock-based compensation expense $ 7.1   $ 7.1  
Unrecognized stock-based compensation expense weighted average period of recognition     2 years 1 month 6 days  
v3.25.3
Stock-Based Compensation - Schedule of Stock Option Activity (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions
 9 Months Ended 12 Months Ended
Sep. 30, 2025
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]    
Number of Options Outstanding, Beginning Balance 17,624  
Number of Options, Granted 998  
Number of Options, Exercised (97)  
Number of Options, Forfeited/Expired (2,278)  
Number of Options Outstanding, Ending Balance 16,247 17,624
Number of Options, Exercisable 9,378  
Weighted-Average Exercise Price per Option Outstanding, Beginning Balance $ 5.94  
Weighted-Average Exercise Price per Option, Granted 4.2  
Weighted-Average Exercise Price per Option, Exercised 3.65  
Weighted-Average Exercise Price per Option, Forfeited/Expired 6.63  
Weighted-Average Exercise Price per Option Outstanding, Ending Balance 5.75 $ 5.94
Weighted-Average Exercise Price per Option, Exercisable $ 6.61  
Weighted-Average Remaining Contractual Term, Outstanding Balance 6 years 4 months 24 days 6 years 1 month 6 days
Weighted-Average Remaining Contractual Term, Exercisable 5 years 8 months 12 days  
Aggregate Intrinsic Value, Outstanding Balance $ 9.4 $ 6.9
Aggregate Intrinsic Value, Exercisable $ 3.4  
v3.25.3
Stock-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units [Member]
shares in Thousands
 9 Months Ended
Sep. 30, 2025
$ / shares
shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Number of RSUs Unvested, Beginning Balance | shares 268
Number of RSUs, Granted | shares 3,017
Number of RSUs, Forfeited | shares (116)
Number of RSUs, Vested | shares (204)
Number of RSUs Unvested, Ending Balance | shares 2,965
Weighted Average Grant Date Fair Value per Share Unvested, Beginning Balance | $ / shares $ 5.71
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares 4.13
Weighted Average Grant Date Fair Value per Share, Forfeited | $ / shares 4.13
Weighted Average Grant Date Fair Value per Share, Vested | $ / shares 5.71
Weighted Average Grant Date Fair Value per Share Unvested, Ending Balance | $ / shares $ 4.17
v3.25.3
Earnings Per Share - Additional Information (Detail) - 7% Series A Redeemable Convertible Participating Preferred Stock [Member]
 9 Months Ended
Sep. 30, 2025
shares
Earnings Per Share [Line Items]  
Preferred stock, shares outstanding 0
Convertible preferred stock, percentage 7.00%
v3.25.3
Earnings Per Share - Computation of Basic and Diluted (Loss) Income Per Common Share (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Earnings Per Share [Line Items]        
Net loss attributable to Emerald Holding, Inc. $ (14.4) $ (11.1) $ (0.5) $ (2.9)
Accretion to redemption value of redeemable convertible preferred stock 0.0 0.0 0.0 (12.7)
Net loss attributable to Emerald Holding, Inc. common stockholders $ (14.4) $ (11.1) $ (0.5) $ (15.6)
Weighted average common shares outstanding 197,950 203,893 199,053 141,179
Basic loss per share $ (0.07) $ (0.05) $ (0) $ (0.11)
Net loss attributable to Emerald Holding, Inc. common stockholders $ (14.4) $ (11.1) $ (0.5) $ (15.6)
Diluted weighted average common shares outstanding 197,950 203,893 199,053 141,179
Diluted loss per share $ (0.07) $ (0.05) $ (0) $ (0.11)
Anti-dilutive employee share awards excluded from diluted earnings per share calculation 9,646 10,210 9,649 7,717
Redeemable Convertible Preferred Stock [Member]        
Earnings Per Share [Line Items]        
Accretion to redemption value of redeemable convertible preferred stock $ 0.0 $ 0.0 $ 0.0 $ (12.7)
v3.25.3
Income Taxes - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Dec. 31, 2024
Income Tax Contingency [Line Items]          
U.S. Corporate federal income tax rate     21.00%    
(Benefit from) provision for income taxes $ (3.5) $ (3.7) $ 3.9 $ (0.9)  
Effective income tax rates 19.60% 25.00% 114.70% 23.70%  
Other Noncurrent Liabilities [Member]          
Income Tax Contingency [Line Items]          
Unrecognized tax benefits $ 1.8   $ 1.8   $ 1.5
v3.25.3
Segment Information - Additional Information (Detail)
 9 Months Ended
Sep. 30, 2025
Segment
Segment Reporting Information [Line Items]  
Segment Reporting, CODM, Profit (Loss) Measure, How Used, Description 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.
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration] srt:ChiefExecutiveOfficerMember
New Chief Operating Decision Maker [Member]  
Segment Reporting Information [Line Items]  
Number of operating segment 3
Number of reportable segments 1
Number of additional operating segments that do not meet quantitative thresholds for reporting segment 2
v3.25.3
Segment Information - Reconciliation of Reportable Segment Revenues, Other Income and Adjusted EBITDA to Net Income (loss) (Detail) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Revenues        
Revenues $ 77.5 $ 72.6 $ 330.7 $ 292.0
Other Income, net        
Other income, net 0.0 0.0 0.0 1.0
Costs and Expenses [Abstract]        
Cost of revenues 25.3 23.1 117.3 103.7
Selling, General and Administrative Expense 51.3 40.8 152.5 135.8
Adjusted EBITDA        
All Other Category Adjusted EBITDA 2.2 1.6 4.7 3.7
General corporate and other expenses (12.5) (12.7) (38.3) (41.3)
Interest expense, net (10.1) (10.1) (34.8) (29.8)
Intangible asset impairment charges 0.0 (6.3) 0.0 (6.3)
Depreciation and amortization expense (8.7) (7.1) (22.7) (21.2)
Stock-based compensation expense (2.9) (0.7) (8.5) (4.7)
Other items (9.0) (3.1) (21.4) (10.4)
(Loss) income before income taxes (17.9) (14.8) 3.4 (3.8)
Connections Segment [Member]        
Revenues        
Revenues 67.5 62.4 301.2 260.8
Other Income, net        
Other income, net 0.0 0.0 0.0 1.0
Costs and Expenses [Abstract]        
Cost of revenues 22.9 20.7 109.8 96.2
Selling, General and Administrative Expense 21.5 18.1 67.0 59.4
Expenses 44.4 38.8 176.8 155.6
Adjusted EBITDA        
Subtotal Adjusted EBITDA 23.1 23.6 124.4 106.2
All Other [Member]        
Revenues        
Revenues 10.0 10.2 29.5 31.2
Costs and Expenses [Abstract]        
Cost of revenues 2.2 2.2 7.3 6.8
Selling, General and Administrative Expense $ 5.6 $ 6.4 $ 17.5 $ 20.7
v3.25.3
Segment Information - Reconciliation of Reportable Segment Revenues, Other Income and Adjusted EBITDA to Net (loss) Income (Parenthetical) (Detail) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Segment Reporting Information [Line Items]        
Acquisition-related transaction costs $ 0.7 $ 1.0 $ 5.6 $ 2.2
Acquisition-related integration 1.4 1.4 3.9 7.2
Remeasurement of contingent consideration 5.1   8.7 0.7
Non-recurring legal, audit and consulting fees $ 1.8 $ 0.7 $ 3.2 $ 1.7
v3.25.3
Segment Information - Schedule of Reportable Segment Revenues Cost of Revenues and Selling General and Administrative Expenses (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Revenues        
Revenues $ 77.5 $ 72.6 $ 330.7 $ 292.0
Cost of revenues        
Cost of revenues 25.3 23.1 117.3 103.7
Selling, general and administrative expenses        
Selling, general and administrative expense 51.3 40.8 152.5 135.8
Connections Segment [Member]        
Revenues        
Revenues 67.5 62.4 301.2 260.8
Cost of revenues        
Cost of revenues 22.9 20.7 109.8 96.2
Selling, general and administrative expenses        
Selling, general and administrative expense 21.5 18.1 67.0 59.4
All Other Category [Member]        
Revenues        
Revenues 10.0 10.2 29.5 31.2
Cost of revenues        
Cost of revenues 2.2 2.2 7.3 6.8
Selling, general and administrative expenses        
Selling, general and administrative expense 5.6 6.4 17.5 20.7
Corporate [Member]        
Selling, general and administrative expenses        
Selling, general and administrative expense 12.5 12.7 38.3 41.3
Other Items [Member]        
Cost of revenues        
Cost of revenues 0.2 0.2 0.2 0.7
Selling, general and administrative expenses        
Selling, general and administrative expense $ 11.7 $ 3.6 $ 29.7 $ 14.4
v3.25.3
Segment Information - Schedule of Revenues from Transactions Countries (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Segment Reporting Information [Line Items]        
Revenues $ 77.5 $ 72.6 $ 330.7 $ 292.0
United States        
Segment Reporting Information [Line Items]        
Revenues 62.7 69.3 299.9 282.7
All other countries        
Segment Reporting Information [Line Items]        
Revenues $ 14.8 $ 3.3 $ 30.8 $ 9.3
v3.25.3
Related Party Transactions - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Onex Corporation [Member] | As Converted Common Stock [Member]        
Related Party Transaction [Line Items]        
Related parties, ownership percentage 93.20%   93.20%  
Convex Group Ltd [Member]        
Related Party Transaction [Line Items]        
Amounts due $ 0.5   $ 0.5  
Convex Group Ltd [Member] | Onex Corporation [Member]        
Related Party Transaction [Line Items]        
Related parties, ownership percentage 95.90%   95.90%  
Convex Group Ltd [Member] | Cost Of Revenues [Member]        
Related Party Transaction [Line Items]        
Selling, general and administrative expense insurance $ 0.1 $ 0.3 $ 0.2 $ 0.3
v3.25.3
Subsequent Events - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended
Oct. 30, 2025
Sep. 30, 2025
O2025 Q3 Dividends [Member]    
Subsequent Event [Line Items]    
Dividend declared on   Jul. 29, 2025
Dividend paid on   Aug. 22, 2025
Stockholders of record on   Aug. 14, 2025
Subsequent Event [Member] | October 2025 Share Repurchase Program [Member]    
Subsequent Event [Line Items]    
Stock repurchase program, authorized amount $ 25.0  
Subsequent Event [Member] | O2025 Q4 Dividends [Member]    
Subsequent Event [Line Items]    
Dividend declared on Oct. 30, 2025  
Dividend payable per share $ 0.015  
Dividend paid on Nov. 20, 2025  
Stockholders of record on Nov. 10, 2025