OR and Surf Expo Parent Emerald Sees Q4 Boost From Acquisitions

Emerald Holding, Inc., the operator of Outdoor Retailer, Surf Expo, Sports Licensing & Tailgate Show, and other trade shows, saw sales expand 24.3 percent largely due to the acquisitions of Generis, This is Beyond and Insurtech Insights. Organic revenues were up 0.3 percent. Emerald posted a net loss in the period, but adjusted operating earnings improved 9.7 percent.

Fourth Quarter 2025 Financial Highlights

• Revenues of $132.7 million, an increase of $25.9 million, or 24.3 percent, over the prior year period, primarily due to revenues from acquisitions and higher Organic Revenues, offset by scheduling differences.
• Organic Revenues, a non-GAAP measure, which considers the impact of acquisitions, scheduling adjustments and discontinued events, if any, of $105.0 million, an increase of $0.3 million, or 0.3 percent, from $104.7 million in the prior year period. The recent acquisitions of Generis, this is Beyond and Insurtech Insights would have improved the result to a 5.3 percent year-over-year increase in Organic Revenues had they been part of Emerald’s portfolio in the fourth quarter ended December 31, 2024.
• Net loss of $30.2 million, compared to net income of $5.1 million in the prior year period.
• Adjusted EBITDA, a non-GAAP measure, was $36.3 million, up 9.7 percent from $33.1 million in the prior-year period.

Full Year 2025 Financial Highlights

• Revenues of $463.4 million, an increase of $64.6 million, or 16.2 percent, over the prior year period, primarily due to revenues from acquisitions and higher Organic Revenues.
• Organic Revenues, a non-GAAP measure, which considers the impact of acquisitions, scheduling adjustments and discontinued events, if any, of $397.0 million, an increase of $4.4 million, or 1.1 percent, from $392.6 million in the prior year period. The recent acquisitions of Generis, this is Beyond and Insurtech Insights would have resulted in a 4.8 percent year-over-year increase in organic revenues had they been part of Emerald’s portfolio in the twelve months ended December 31, 2024.
• Net loss of $30.7 million, compared to net income of $2.2 million in the prior year period.
• Adjusted EBITDA, a non-GAAP measure, of $127.1 million, compared to $101.7 million, a 25.0 percent increase over the prior year period

 Full Year 2026 Guidance

• For the Full Year 2026, the company expects to generate $490–$495 million in revenue and $137.5–$142.5 million in adjusted EBITDA.

 Operational and Capital Structure Updates

• Emerald repurchased 282,386 shares for $1.3 million in the fourth quarter of 2025 at an average price of $4.56 per share. In fiscal year 2025, Emerald repurchased 4.1 million shares for $17.5 million at an average price of $4.32 per share.
• On March 12, 2026, Emerald’s Board of Directors declared a dividend for the quarter ending March 31, 2026, of $0.015 per share.
• On December 16, 2025, Emerald announced that it had begun a review of potential strategic options following inquiries regarding a possible acquisition of the company.

Hervé Sedky, Emerald’s president and chief executive officer, said, “2025 was a pivotal year for Emerald – marked by disciplined execution and purposeful growth. Through targeted acquisitions, including This is Beyond, Insurtech Insights, and Generis, we expanded our presence in structurally higher-growth markets and added meaningful scale to our portfolio. We delivered solid financial results, met our full-year objectives, and exited the year with strong momentum supported by healthy customer demand and rebooking activity. As we enter 2026, Emerald has its most resilient and dynamic portfolio in more than a decade and a clear, confident path to long‑term value creation.”

David Doft, Emerald’s chief financial officer, added, “Our full‑year 2025 results reflect the benefits of our efforts to pursue a more diversified portfolio of events. Revenue increased 16.2 percent year-over- year, and adjusted EBITDA grew 25.0 percent, supported by consistent operating performance across the business. Organic revenue growth was solid, and when incorporating our recent acquisitions, underlying organic growth was approximately 4.8 percent, highlighting both the earnings contribution and scalability of the assets added during the year. Current sales trends provide visibility for continued growth in 2026. Based on this operating performance, we are issuing full‑year 2026 guidance in the range of $490 – $495 million in revenue and $137.5 – $142.5 million in adjusted EBITDA.”

Fourth Quarter 2025

• Fourth quarter 2025 revenues were $132.7 million, an increase of $25.9 million or 24.3 percent versus the fourth quarter 2024, driven primarily by $25.4 million in revenue from acquisitions and an increase of $0.3 million in organic revenues and scheduling differences of $0.5 million, offset by prior year revenue of $0.3 million related to one discontinued event that was not contributing to profitability. The recent acquisitions of Generis, This is Beyond and Insurtech Insights would have resulted in a 5.3 percent year-over-year increase in organic revenues had they been part of Emerald’s portfolio in the fourth quarter ended December 31, 2024.
• Fourth quarter 2025 organic revenues from the Connections reportable segment were $94.2 million, an increase of $2.0 million or 2.2 percent versus the fourth quarter 2024, primarily due to new launches.
  Fourth quarter 2025 organic revenues from the All Other category were $10.8 million, a decrease of $1.7 million or 13.6 percent versus the fourth quarter 2024, due to a $2.0 million decrease in Content revenues, offset by a $0.3 million increase in Commerce revenues.
• Fourth quarter 2025 selling, general and administrative expenses were $88.7 million, an increase of $54.1 million or 156 percent, primarily driven by $40.1 million of acquisition-related items, including contingent consideration remeasurement adjustments reflecting the strong performance of recently acquired businesses, as well as transaction and integration costs.
• Fourth quarter 2025 net loss was $30.2 million, compared to net income of $5.1 million for the fourth quarter 2024, principally as a result of higher non-recurring expenses, primarily related to contingent consideration remeasurement adjustments.
• Fourth quarter 2025 adjusted EBITDA was $36.3 million, compared to $33.1 million for the fourth quarter 2024. The increase was comprised of adjusted EBITDA generated by the company’s fiscal year 2025 acquisitions offset by higher bonus expense.

Full Year 2025

• Full year 2025 revenues were $463.4 million, an increase of $64.6 million, or 16.2 percent, versus the prior year period, driven by revenue from acquisitions of $66.4 million and organic revenue growth of $4.4 million, offset by a decrease of $6.2 million in revenue from discontinued events. The recent acquisitions of Generis, This is Beyond and Insurtech Insights would have resulted in a 4.8 percent year-over-year increase in organic revenues had they been part of Emerald’s portfolio in the twelve months ended December 31, 2024.
• Full year 2025 organic revenues from the Connections reportable segment were $356.7 million, an increase of $7.8 million or 2.2 percent versus the prior year period, due to four new event launches and higher recurring revenues.
  Full year 2025 organic revenues from the All Other category were $40.3 million, a decrease of $3.4 million or 7.8 percent versus the prior year period, due to a $3.9 million decrease in Content revenues, partially offset by a $0.5 million increase in Commerce revenues.
• Full year 2025 selling, general and administrative expenses were $241.2 million, an increase of $70.8 million or 41.5 percent, primarily driven by $58.3 million of acquisition-related items, including contingent consideration remeasurement adjustments reflecting the strong performance of recently acquired businesses, as well as transaction and integration costs.
• Full year 2025 net loss was $30.7 million, compared to net income of $2.2 million for the prior year period, principally as a result of higher non-recurring expenses, primarily related to contingent consideration remeasurement adjustments.
  Full year 2025 adjusted EBITDA was $127.1 million, compared to $101.7 million in the prior year period. The increase was comprised of adjusted EBITDA generated by the company’s fiscal year 2025 acquisitions offset by higher bonus expense.

Cash Flow

Fourth Quarter 2025

• Fourth quarter 2025 net cash provided by operating activities was $12.3 million, compared to $20.6 million in the fourth quarter 2024.
• Fourth quarter 2025 capital expenditures were $2.2 million, compared to $2.2 million in the fourth quarter 2024.
  Fourth quarter 2025 Free Cash Flow excluding event cancellation insurance proceeds, net, which the company defines as net cash provided by operating activities less capital expenditures, event cancellation insurance proceeds and taxes paid on event cancellation insurance proceeds, was $10.1 million, compared to $17.9 million in the fourth quarter 2024. The calculation of fourth quarter 2025 Free Cash Flow excluding event cancellation insurance proceeds, net, includes non-recurring acquisition related transaction costs of $0.6 million, acquisition integration and restructuring-related transition costs of $2.4 million and non-recurring legal and consulting fees of $0.7 million. The calculation of fourth quarter 2024
• Free Cash Flow excluding event cancellation insurance proceeds, net, includes non-recurring acquisition related transaction costs of $1.2 million, acquisition integration and restructuring-related transition costs of $1.1 million, and non-recurring legal and consulting fees of $1.3 million. The total of these items is $3.7 million and $3.6 million for the quarters ended December 31, 2025 and 2024, respectively.

Full Year 2025

• Full year 2025 net cash provided by operating activities was $42.6 million, compared to $46.8 million in the prior year period.
• Full year 2025 capital expenditures were $8.3 million, compared to $9.8 million in the prior year period.
• Full year 2025 Free Cash Flow excluding event cancellation insurance proceeds, net, which the company defines as net cash provided by operating activities less capital expenditures, event cancellation insurance proceeds and taxes paid on event cancellation insurance proceeds, was $34.3 million, compared to $35.5 million in the prior year period. The calculation of fiscal 2025 Free Cash Flow excluding event cancellation insurance proceeds, net, includes non-recurring acquisition related transaction costs of $6.2 million, acquisition integration and restructuring-related transition costs of $6.3 million, non-recurring legal and consulting fees of $3.9 million and non-recurring financing fees charged to interest expense of $6.5 million for the January 2025 and August 2025 debt repricings. The calculation of fiscal year 2024 Free Cash Flow excluding event cancellation insurance proceeds, net, includes non-recurring acquisition related transaction costs of $3.4 million, acquisition integration and restructuring-related transition costs of $8.3 million, and non-recurring legal and consulting fees of $3.0 million. The total of these items is $22.9 million and $14.7 million for the years ended December 31, 2025 and 2024, respectively.
• Full year Free Cash Flow as reported reflects the impact of certain acquisition-timing effects. As the Generis, This is Beyond and Insurtech acquisitions closed before several of their major events were staged or scheduled to stage, a portion of event-related cash was reflected in the purchase price of each acquisition, rather than being captured in Emerald’s operating cash flow. The amount of this impact would have represented approximately $30.0 million incremental cash flows from operations.

Dividend
On March 12, 2026, Emerald’s Board of Director’s declared a dividend for the quarter ending March 31, 2026, of $0.015 per share payable on April 2, 2026 to holders of Emerald’s common stock as of March 23, 2026.

Emerald Share Repurchase Program
On October 30, 2025, Emerald’s Board of Directors approved an extension and expansion of the company’s share repurchase program that allows for the repurchase of up to $25.0 million of its common stock through December 31, 2026. In the three months ended December 31, 2025, Emerald bought back 282,386 shares for $1.3 million at an average price of $4.56 per share. In the year ended December 31, 2025, Emerald bought back 4,058,604 shares for $17.5 million at an average price of $4.32 per share. At quarter end, Emerald had $24.6 million remaining available under the existing repurchase authorization.

Since the restart of the share repurchase program in 2021 through December 31, 2025, the company has bought back a total of 17.3 million shares of common stock for an aggregate of $71.3 million.

Board of Directors Evaluates Potential Strategic Options
On December 16, 2025, Emerald announced that it had begun a review of potential strategic options following inquiries regarding a possible acquisition of the company. Emerald’s Board of Directors, in accordance with their fiduciary duties, is reviewing these options. Goldman Sachs & Co. LLC is acting as lead financial advisor to the company in connection therewith.

There is no assurance that any transaction will occur as a result of this review of options, and Emerald’s Board of Directors does not expect to provide updates regarding this review until an agreement is reached, or the review is otherwise completed.