テックターゲットの適時開示・決算・総会結果・その他

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): July 22, 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 2.02 Results of Operations and Financial Condition.

On July 22, 2025, TechTarget, Inc. (the "Company") issued a press release providing an update on its business ahead of Informa PLC’s ("Informa") Half-Year Results, which were published on July 23, 2025 and included its consolidation of the Company. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Item 2.02 of this Form 8-K (including Exhibit 99.1) is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation by reference language in such filing, except as expressly set forth by specific reference in such a filing.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 24, 2025, the Company held its 2025 Annual Meeting of Stockholders ("Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on four proposals, each of which is further described in the Company's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 10, 2025 (the "Proxy Statement"). Of the 71,489,000 shares of the Company's Common Stock ("Common Stock") issued and outstanding as of the close of business on May 30, 2025, the record date for the determination of stockholders entitled to vote at the Annual Meeting, holders of 68,208,118 shares (or approximately 95%) of Common Stock were present or represented by proxy at the Annual Meeting. Below are the voting results for the proposals submitted to the Company's stockholders for a vote at the Annual Meeting.

Proposal No. 1 - The Company's stockholders elected all of the director nominees named below and in the Proxy Statement to the Company’s Board of Directors (the “Board”) for a term expiring at the Company’s 2026 annual meeting of stockholders and until such director's successor is duly elected and qualified or until such director's earlier death, resignation or removal, as set forth below:


Director Nominee	For	Against	Abstain	Broker Non-Votes
Sally Ashford	55,051,879	9,398,293	2,655	3,755,291
Stephen A. Carter	54,742,983	9,683,900	25,944	3,755,291
David Flaschen	63,798,754	651,418	2,655	3,755,291
M. Sean Griffey	58,234,538	6,215,634	2,655	3,755,291
Don Hawk	58,235,260	6,214,937	2,630	3,755,291
Mary McDowell	62,920,110	1,530,062	2,655	3,755,291
Gary Nugent	59,409,878	5,040,005	2,944	3,755,291
Perfecto Sanchez	62,990,836	1,459,277	2,714	3,755,291
Christina Van Houten	61,060,594	3,367,029	25,204	3,755,291

Proposal No. 2 - The Company's stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, as set forth below:

     For

     Against

     Abstain

     Broker Non-Votes

Proposal No. 3 - The Company's stockholders approved, on an advisory (non-binding) basis, the resolution to approve the compensation of our named executive officers ("Say-on-Pay") as described in the Proxy Statement, as set forth below:

     For

     Against

     Abstain

     Broker Non-Votes

Proposal No. 4 - In an advisory (non-binding) vote on the frequency of future Say-on-Pay votes to be held at our annual meeting of stockholders, a majority of the Company’s stockholders that voted on the matter indicated a preference to hold future advisory Say-on-Pay votes every year, as set forth below:

     1 Year

     2 Years

     3 Years

     Abstain

     Broker Non-Votes

After taking into consideration the foregoing voting results and the Board’s prior recommendation in favor of an annual advisory Say-on-Pay vote, the Board intends to hold future advisory Say-on-Pay votes every year.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1 relating to Item 2.02 shall be deemed to be furnished, and not filed:


Exhibit Number		Description
99.1		Press Release dated July 22, 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:	July 28, 2025	By:	/s/ Charles D. Rennick
			Charles D. Rennick Vice President, General Counsel, and Corporate Secretary

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

FOR IMMEDIATE RELEASE

Contacts:

Investor Inquiries Media Inquiries

Daniel Noreck Garrett Mann

Mitesh Kotecha Corporate Communications

Informa TechTarget Informa TechTarget

617-431-9200 617-431-9371

investor@techtarget.com garrett.mann@informatechtarget.com

Informa TechTarget: First-Half Revenue in line with guidance

Newton, MA — July 22, 2025 — TechTarget, Inc. (Nasdaq: TTGT) (“Informa TechTarget” or the “Company”), a leading growth accelerator for the B2B Technology sector, today provides an update on its business ahead of Informa PLC’s (“Informa”) Half-Year Results (the majority shareholder in TTGT), which will be published on July 23, 2025 and include its consolidation of Informa TechTarget.

Informa will report half-year revenue for Informa TechTarget of £171.6m (equivalent to approximately $223m), down 4.3% on an underlying and Combined Company basis(1), slightly ahead of previous Informa TechTarget commentary, which guided to a decline in revenues through H1 2025 of approximately 5%. Informa will also report an Adjusted Operating Profit(2) for Informa TechTarget of £0.2m and a non-cash impairment relating to Informa TechTarget for the half year of £484.2m(3).

Informa TechTarget regained compliance with Nasdaq Listing Requirements following the filing of its Form 10-Q for the three months to March 31, 2025, on July 14, 2025 and it will release its second quarter results on or before August 14, 2025, consistent with the regulatory filing deadline.

We remain confident that the Informa TechTarget combination significantly strengthens our position in what is a large and dynamic market, the intersection of Technology and B2B Marketing. Our Combination Plan is progressing at pace to unlock the benefits from the breadth and scale it affords, with the accelerated delivery of cost synergies to yield $10m+ in 2025.

Through the second half of 2025, we are targeting further improvement in the trajectory of revenues and margins. The Company continues to guide for full year 2025 Revenues to be broadly flat versus the prior year (2024: $490m) and more than $85m Adjusted EBITDA(4) (2024: $82m).

(1)

Combined Company basis means calculated as if the acquisition of former TechTarget had occurred on January 1, 2023.

(2)

Adjusted Operating Profit for Informa is reported under its accounting procedures based on International Financial Reporting Standards (IFRS) and exclude certain items including amortization and impairment of goodwill and intangible assets relating to businesses acquired, acquisition and integration costs, profit or loss on disposal of businesses and restructuring costs. The measure does include a deduction for stock-based compensation.

(3)

Goodwill impairment for Informa calculated under its accounting procedures and assumptions based on International Financial Reporting Standards (IFRS) which may differ materially from calculation for Informa TechTarget under US GAAP.

(4)

Adjusted EBITDA means earnings before net interest, income taxes, depreciation and amortization, as further adjusted to exclude stock-based compensation, other income and expenses such as asset impairment and impairment related to goodwill, and costs related to mergers, acquisitions or reduction in forces expenses.

About Informa TechTargetTechTarget, Inc. (Nasdaq: TTGT), which also refers to itself as Informa TechTarget, informs, influences and connects the world’s technology buyers and sellers, helping accelerate growth from R&D to ROI.With a vast reach of over 220 highly targeted technology-specific websites and over 50 million permissioned first-party audience members, Informa TechTarget has a unique understanding of and insight into the technology market.Underpinned by those audiences and their data, we offer expert-led, data-driven, and digitally enabled services that have the potential to deliver significant impact and measurable outcomes to our clients:

•

Trusted information that shapes the industry and informs investment

•

Intelligence and advice that guides and influences strategy

•

Advertising that grows reputation and establishes thought leadership

•

Custom content that engages and prompts action

•

Intent and demand generation that more precisely targets and converts

Informa TechTarget is headquartered in Boston, MA and has offices in 19 global locations. For more information, visit informatechtarget.com and follow us on LinkedIn.© 2025 TechTarget, Inc. All rights reserved. All trademarks are the property of their respective owners.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements”. All statements, other than historical facts, are forward-looking statements, including: statements regarding the expected benefits of the transactions consummated on December 2, 2024 (the “Closing Date”) pursuant to the Agreement and Plan of Merger, dated as of January 10, 2024, among TechTarget Holdings Inc. (formerly known as TechTarget, Inc. (“Former TechTarget”)), Informa TechTarget, Toro Acquisition Sub, LLC, Informa PLC, Informa US Holdings Limited, and Informa Intrepid Holdings Inc. (the “Transactions”), such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profile, business plans, expanded portfolio and financial strength; the competitive ability and position of Informa TechTarget; legal, economic, and regulatory conditions; and any assumptions underlying any of the foregoing. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “plan,” “could,” “would,” “project,” “predict,” “continue,” “target,” or the negatives of these words or other similar terms or expressions that concern Informa TechTarget’s expectations, strategy, priorities, plans, or intentions. 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. We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.

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 the expected financial performance of Informa TechTarget; failure to realize the anticipated benefits of the Transactions, including as a result of integrating the Informa Tech Digital Businesses with the business of Former TechTarget; the ability of Informa TechTarget to implement its business strategy; difficulties and delays in Informa TechTarget 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; Informa TechTarget’s ability to meet expectations regarding the accounting and tax treatments of the Transactions; market acceptance of Informa TechTarget’s products and services; the impact of pandemics and future health epidemics and any related economic downturns on Informa TechTarget and the markets in which it and its customers operate; changes in economic or regulatory conditions or other trends affecting the internet, internet advertising and 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, rising inflation and interest rate fluctuations on the operating results of Informa TechTarget; and other matters included in Risk Factors of Informa TechTarget’s Form 10-K for fiscal year 2024 (filed with the United States Securities and Exchange Commission (the “SEC”) on May 28, 2025) and other documents filed by Informa TechTarget from time to time with the SEC. This summary of risks and uncertainties should not be considered to be a complete statement of all potential risks and uncertainties that may affect Informa TechTarget. Other factors may affect the accuracy and reliability of forward-looking statements. We caution you not to place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes. Actual performance and outcomes, including, without limitation, Informa TechTarget’s actual results of operations, financial condition and liquidity, may differ materially from those made in or suggested by the forward-looking statements contained in this press release.

Any forward-looking statements speak only as of the date of this press release. None of Informa TechTarget, its 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 law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.