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false0002018064TechTarget, Inc.00020180642025-06-022025-06-02

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 02, 2025

 

 

TECHTARGET, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-42428

99-2218610

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

275 Grove Street

 

Newton, Massachusetts

 

02466

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (617) 431-9200

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.001 Par Value

 

TTGT

 

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of June 2, 2025, Don Hawk’s six-month term of employment serving as Executive Director, Product Innovation of TechTarget, Inc. (the “Company”) expired consistent with the intention of the parties under that certain Employment Agreement, dated January 10, 2024 and effective as of December 2, 2024 (the “Effective Date”), by and between the Company and Don Hawk (the “Employment Agreement”). The six-month term under the Employment Agreement provided the Company and Mr. Hawk with the opportunity to seamlessly transition Mr. Hawk’s duties and responsibilities to the existing leadership team while ensuring operational continuity and efficiency.

Pursuant to the Employment Agreement, subject to Mr. Hawk’s execution of a general release of claims against the Company and compliance with applicable restrictive covenants, he is entitled to receive the following severance benefits: (i) continued payment of base salary for 11 months following the termination of Mr. Hawk’s employment and (ii) payment of a portion of Mr. Hawk’s COBRA costs at active employee rates, which may include a tax gross-up, for up to 18 months following the termination of Mr. Hawk’s employment. The non-competition and non-solicitation covenants applicable under the Employment Agreement survive for nine months following the termination of Mr. Hawk’s employment.

On the Effective Date, and consistent with the definitive proxy statement/prospectus filed pursuant to Rule 424(b)(3) on October 25, 2024 relating to the registration statement on Form S-4 (File No. 333-280529) initially filed with the United States Securities and Exchange Commission on June 27, 2024 (as amended), Mr. Hawk was elected to the Board of Directors of the Company (the “Board”). Mr. Hawk will continue to serve as a director of the Company for the term for which he was elected and has confirmed his intention to stand for reelection to the Board at the Company’s next annual meeting of stockholders, if nominated by the Board.

Item 7.01 Regulation FD Disclosure.

The Company prepared an investor presentation containing certain information and financial highlights about the Company and its industry. Representatives of the Company intend to present some of, or all of, this investor presentation to current and prospective investors. A copy of the investor presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and will be made available on the Company's website at investor.informatechtarget.com. The investor presentation shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01, as well as Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 relating to Item 7.01 shall be deemed to be furnished, and not filed:

 

Exhibit

Number

Description

99.1

 

Informa TechTarget Investor Presentation, June 2025.

 104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 


SIGNATURES

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

 

 

 

TechTarget, Inc.

 

 

 

 

Date:

June 4, 2025

By:

/s/ Charles D. Rennick

 

 

Name:

Title:

Charles D. Rennick
Vice President, General Counsel, and Corporate Secretary

 


EX-99.1 2 ttgt-ex99_1.htm EX-99.1

Slide 1

June 2025 Accelerating Growth Investor Presentation


Slide 2

This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding the future financial performance, business prospects and growth of TechTarget, Inc. d/b/a Informa TechTarget (“Informa TechTarget” or the “Company”). These statements are only predictions based on current assumptions and expectations. Any statements that are not statements of historical fact (including statements containing the words “will,” “projects,” “intends,” “believes,” “plans,” “anticipates,” “expects,” “estimates,” “forecasts,” “continues” and similar expressions) or the negatives of these words or other similar terms or expressions that concern our expectations, strategy, priorities, plans, or intentions should be considered to be forward-looking statements. Forward-looking statements are based upon current plans, estimates, and expectations that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Actual events or results may differ materially from those in the forward-looking statements set forth herein. All statements, other than historical facts, are forward-looking statements, including: statements regarding the expected benefits of the Company’s acquisition of Former TechTarget, Inc. such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profile, business plans, expanded portfolio and financial strength; our expectations surrounding the Transactions and our ability to grow our business and bolster our financial position; our expected contractual obligations and capital expenditures; our future results of operations and financial position; industry and business trends; the impact of market conditions and other macroeconomic factors on our business, financial condition and results of operations; our future business strategy, plans, market growth and our objectives for future operations; our competitive market position within our industry; and timing of our remediation of the material weaknesses in our internal control over financial reporting. Important factors that could cause actual results to differ materially from such plans, estimates, or expectations include, among others: unexpected costs, charges, or expenses resulting from the Transactions; uncertainty regarding our expected financial performance; failure to realize the anticipated benefits of the Transactions, including as a result of integrating our legacy Informa Tech Digital Businesses with our legacy TechTarget business; our ability to implement our business strategy; difficulties and delays in achieving revenue and cost synergies; evolving legal, regulatory, and tax regimes; changes in economic, financial, political, and regulatory conditions in the United States and elsewhere, and other factors that contribute to uncertainty and volatility; natural and man-made disasters, civil unrest, pandemics, geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade, and policy changes associated with the current or subsequent U.S. administrations; our ability to meet expectations regarding the accounting and tax treatments of the Transactions; market acceptance of our products and services; the impact of pandemics and future health epidemics and any related economic downturns on us and the markets in which we and our customers operate; changes in economic or regulatory conditions or other trends affecting the internet, internet advertising and information technology (“IT”) industries; data privacy and artificial intelligence laws, rules, and regulations; the impact of foreign currency exchange rates; certain macroeconomic factors facing the global economy, including instability in the regional banking sector, disruptions in the capital markets, economic sanctions and economic slowdowns or recessions, tariffs and trade disputes, rising inflation and interest rate fluctuations on our operating results; and other matters included in our filings with the Securities and Exchange Commission, and those detailed under Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024. Any forward-looking statements speak only as of the date of this Annual Report. Neither we, nor our affiliates, advisors or representatives, undertake any obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by applicable law. Safe Harbor for Forward-Looking Statements Investor Presentation


Slide 3

Use of Non-GAAP Financial Measures This presentation includes financial measures that are not in accordance with U.S. generally accepted accounting principles (“Non-GAAP financial measures”), including Adjusted EBITDA, Adjusted EBITDA Margin, Combined Company Adjusted EBITDA, and Combined Company Adjusted EBITDA Margin. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, our reported results under U.S. generally accepted accounting principles (“GAAP”), and may be different from Non-GAAP financial measures used by other companies. In addition, these Non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. The Company’s management believes the presentation of these Non-GAAP financial measures is useful to investors for comparing prior periods and analyzing ongoing business trends and operating results. The Company is not providing a quantitative reconciliation of forward-looking Non-GAAP gross margin, operating margin, tax rate, earnings per share, Adjusted EBITDA and Adjusted EBITDA margin to the most directly comparable GAAP financial measures because it is unable to estimate with reasonable certainty the ultimate timing or amount of certain significant items without unreasonable efforts. These items include, but are not limited to, acquisition and integration costs, amortization of intangible assets, restructuring and other expense, asset impairment, and the income tax effect of these items. These items are uncertain, depend on various factors, including, but not limited to, our recent acquisition of Former TechTarget and could have a material impact on GAAP reported results for the relevant period. Combined Company Financial Information Except as noted below, all references to “pro forma” financial measures reflect the combined results of the Informa Tech Digital Businesses and Former TechTarget which the Informa Tech Digital Business acquired on December 2, 2024, calculated in accordance with Article 11 of Regulation S-X. All references to “combined” or “combined company” financial measures, reflect the combined results of Informa Tech Digital Businesses and Former TechTarget but are not calculated in accordance with Article 11. Notes on Presentation Investor Presentation


Slide 4

Company Overview


Slide 5

We sit at the intersection of Tech and B2B Marketing powered by compelling long-term tailwinds Company Overview Our TAM is estimated to be worth $20bn annually Of the top 1,700 corporate R&D spenders in 2022, ICT hardware, software and ICT services attracted the greatest R&D investment R&D spend by the top 1,700 corporate R&D spenders in 2022 grew ~19% year-on-year, primarily driven by software and ICT services AI has the potential to fuel a new generation of products and services, with the AI software market estimated to exceed $218bn by 2029 Shifting tech buyer behavior focused on self-service and research, which now makes up as much as 75% of the buyer journey Permissioned Audience data is key – heightened regulation on privacy underscores value of solutions built upon permissioned data B2B Marketing increasingly going digital as C-Suite demand measurable outcomes and demonstrable ROI B2B Marketing Tech Sources: World Intellectual Property Organization; The Knowledge Capital Group, Plural Strategy; LinkedIn; Omdia


Slide 6

Our business in numbers Company Overview Deep Expertise That Shapes Markets 350+ industry analysts & consultants 25+ years of industry and market experience 300+editors & journalists – the largest B2B editorial team Brands & Content That Buyers Trust 220+owned & operated digital brands 192,000original expert content assets published each year Contextually Relevantexpert content draws contextually relevant buyers Proprietary Market and 1st Party, Permissioned Audience Data 50m+B2B tech & LOB professionals worldwide 1.4m+daily Audience interactions monitored across our sites A loyal Client base of todays and tomorrows Titans of technology ~7,500Global customers Deep Market Expertise, Market Leading Brands, Proprietary Data, Digital Smarts 500,000+unique, trusted and verified Market datapoints 50+$1m+ clients $20bntotal addressable market


Slide 7

Informing, educating, influencing and connecting the buy-side to the sell side Company Overview OUR AUDIENCE Knowledge to technology buyers Unbiased and trusted information to support the buyer journey Independent research and analysis from 650+ industry analysts and subject matter experts High-quality, award-winning editorial content from 220+ B2B digital brands Influencing the 75% of the buyer journey that is completed before contacting the vendor’s sales team Delivering value in an expert-led, data-driven, digitally-enabled manner Accelerating time to market and to revenue OUR CLIENTS Growth to technology sellers Connecting sellers to buyers at the right time, with the right content in the right place Solutions that address the product lifecycle from R&D to ROI Intelligence & Advisory that challenges and shapes Brand & Content that engages and solicits action Intent & Demand that targets and converts


Slide 8

Technology buyers: Informing, educating and influencing Company Overview 650+ Industry Analysts, Editors & Journalists delivering 192k Original Content Assets per Year across 220+ Digital Brands to 50m+ Permissioned Audience CONTENTOne stop for news, analysis and commentary on business-critical issues facing B2B leaders. AUDIENCEDirect and loyal: Destination of must-read brands, where audiences return to stay current on what’s happening with their topics and markets. IT Media CONTENTPackages for problem solving and decision support content across the buy cycle of B2B tech. AUDIENCEOrganic and timely: Buyers find TechTarget when doing relevant research on the web and register to access content relevant to their specific need/search. Optimized for Search Optimized for outreach Optimized for brand exposure CONTENT Business journalism that connects execs to content that speaks to their industry needs. AUDIENCECurated and specialized: Curated email newsletters and sites based on industry and persona. Content is 1:1 match, making it a “go-to daily source”.


Slide 9

Technology sellers: Addressing our clients’ needs across their product lifecycle Company Overview Market Strategy Product Strategy & Roadmap Go-to-Market Strategy Brand Awareness & Reputation Content Strategy Thought Leadership Buyer Intent / Buying Groups Marketing Qualified Leads Sales Qualified Leads ROI R&D Intelligence & Advisory Brand & Content Intent & Demand ESTIMATED TAM~$8 billion ESTIMATED TAM~$6 billion ESTIMATED TAM~$6 billion Fueled by our Permissioned, First-Party Audience DataTotal TAM opportunity of ~$20 billion


Slide 10

Our end-to-end solutions drive success from R&D to ROI Company Overview ROI R&D Strategy & Product Teams Marketing Teams Sales Teams Built on a foundation of proprietary market and permissioned 1st party audience data Strategy Content Awareness Demand Connect the dots with actionable data & insights Syndicated Market Research Strategic Consulting GTM Strategy & Advisory Purchase Intent Insights Expert-crafted content to educate buyers & influence decisions Content Strategy Content Development Analyst Content Sponsorable Content Full-Service Content Studio Custom Sites Contextually relevant ads help you make more shortlists Digital Advertising Email Advertising Editorial Sponsorships Engage, convert & build pipeline faster with intent-driven leads Content Syndication Webinar Audience & Channel Modern BANT Leads Always-On Buying Groups Fuel your GTM with precise account- and contact-level insights Prospect-Level Intent Data Account-Level Intent Data Intent Data for Sales Intent


Slide 11

In a fragmented market, Informa TechTarget offers unique value across the product lifecycle Company Overview Informa TechTarget offers unrivalled breadth and scale to meet the needs of industry titans, scale ups and start ups Intelligence & Advisory Brand & Content Intent & Demand


Slide 12

Informa TechTarget is a trusted and proven partner to 7,500+ B2B companies across diverse verticals & geographies at scale Company Overview 50+ spending >$1m annually 800+  spending >$100k annually


Slide 13

Future Growth Drivers


Slide 14

Ambition to double revenues over five years Future Growth Drivers TIME 5 years REVENUE 2x 2x Enterprise IT market share growth Growth in industry B2B tech markets International expansion New product development Attractive inorganic growth opportunities


Slide 15

The AI Opportunity Source: Omdia, H224 Future Growth Drivers “Worldwide spending on AI software will more than double, growing at 18% CAGR 2024-2029 when it is expected to reach $218bn.” AI as a market to serve AI to improve quality and reduce cost AI to enhance product


Slide 16

A growth business with diversity and scale Market Fundamentals & Sources of Growth High-quality audiences that span Technology decision makers and influencers. End market diversification from adjacent markets beyond Enterprise IT Increased scale across global geographic markets​ Ability to tap into three distinct, adjacent budget pools with unique market dynamics Integration into our customers workflows and systems​


Slide 17

Financial Tables


Slide 18

Summary financial metrics 2024 Financial Statements (in $000’s, except %) 2024 2023 2022 Revenues 284,897 252,101 197,094 Cost of revenues 107,256 98,826 72,308 Gross profit 177,641 153,275 124,786 Gross profit margin (%) 62.4% 60.8% 63.3% Operating expenses 296,750 198,642 135,886 Operating profit/(loss) (119,109) (45,367) (11,100) Net profit/(loss) (116,863) (57,777) (4,285) Diluted loss per share (2.65) (1.39) (0.10) Adjusted EBITDA $30,899 $20,401 $30,143 Adjusted EBITDA margin (%) 10.8% 8.1% 15.3%


Slide 19

Reconciliation to Adjusted EBITDA Financial Statements (in $000’s) 2024 2023 2022 Net profit/(loss) (116,863) (57,777) (4,285) Interest income/expense, net 13,602         21,162 10,239 Income tax benefit (12,535) (9,627) (16,857) Depreciation 1,614 895 620 Amortization 48,610 42,203 21,545 EBITDA (65,572) (3,144) 11,262 Stock Based compensation 2,395 1,198 914 Impairment of goodwill                    66,235 139,645 -   Impairment of long-lived assets 2,019 577 178 Acquisition and integration costs 48,258 6,069 9,789 Remeasurement of contingent consideration (22,436) (123,944) 8,000 Adjusted EBITDA 30,899 20,401 30,143


Slide 20

Reported and Combined Company Adjusted EBITDA reconciliation Financial Statements (in $000’s) 2024 - Reported 2024 - Combined Company Net profit/(loss) (116,863) (165,996) Interest income/expense, net 13,602 2,011 Income tax benefit (12,535) (6,199) Depreciation 1,614 2,661 Amortization 48,610 102,678 EBITDA (65,572) (64,845) Stock Based compensation 2,395 58,472 Impairment of goodwill                    66,235 66,235 Impairment of long-lived assets 2,019 2,019 Acquisition and integration costs 48,258 42,187 Remeasurement of contingent consideration (22,436) (22,436) Adjusted EBITDA 30,899 81,632


Slide 21

Combined Company Consolidated Statement of Operations(1) (1) The Combined Company Consolidated Statement of Operations presents Informa TechTarget’s results of operations for the year ended December 31, 2024 as if the acquisition of Former TechTarget had occurred on January 1, 2023 and is not necessarily indicative of Informa TechTarget’s operating results that may have actually occurred had the acquisition of Former TechTarget been completed on January 1, 2023. Financial Statements (in $000’s) 2024 Revenues $490,391 Cost of revenues 201,236 Gross profit 289,155 Selling and marketing 155,018 General and administrative 111,981 Product development 22,253 Depreciation 2,661 Amortization, excluding $19,867 including in Cost of revenues 82,811 Impairment of goodwill 66,235 Impairment of long-lived assets 2,019 Acquisition and integration costs 42,187 Remeasurement of contingent consideration (22,436) Total Operating Expenses 462,729 Operating loss (173,573) Interest expense 2,299 Interest income (18,027) Interest on related party loans 17,740 Other income (expense), net (3,390) Loss before income tax benefits (172,194) Income tax benefit 6,199 Net Loss (165,996)