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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): April 15, 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 April 15, 2025, TechTarget, Inc. (the “Company”) issued a press release concerning the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”) and certain financial information for fiscal 2024.
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 (the “Securities Act”), 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 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On April 17, 2025, the Company received a notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, because the Company failed to timely file its 2024 Form 10-K with the Securities and Exchange Commission (the “SEC”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the SEC.
The Notice has no immediate effect on the listing or trading of the Company’s securities on Nasdaq. The Notice informed the Company that, pursuant to the Rule, the Company has 60 calendar days from the date of the Notice to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company’s plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date to file its 2024 Form 10-K, or until October 13, 2025, to regain compliance with the Rule.
As previously reported by the Company in the Form 12b-25 filed with the SEC on March 31, 2025, the Company was unable to file its 2024 Form 10-K within the prescribed time period without unreasonable effort or expense. The Company required additional time to evaluate certain internal controls over financial reporting, including technical accounting matters associated with the combination of former TechTarget, Inc. and the Informa Tech Digital Businesses, which was completed on December 2, 2024. The Company further noted that it expected to file its 2024 Form 10-K within the 15-calendar-day extension period provided under Form 12b-25 of the Securities Exchange Act of 1934, as amended (the “Extension Period”).
Subsequent to filing the Form 12b-25, the Company continued to dedicate significant resources to the completion of its 2024 Form 10-K but was unable to file its 2024 Form 10-K with the SEC by April 15, 2025, the end of the Extension Period. The Company determined that it needed further time to fully address outstanding items with respect to the evaluation of certain internal control deficiencies, fully align US GAAP and UK IFRS accounting, and complete the remaining technical accounting issues relating to non-cash items (including goodwill impairment, changes in contingent consideration, and amortization of intangibles, including related tax impacts).
The Company is continuing to work diligently and expects to file its 2024 Form 10-K on or about April 29, 2025, or as soon as practicable thereafter, and thereby expects to regain compliance with the Rule, although there can be no assurance that the Company will ultimately regain compliance.
| Item 4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
On April 18, 2025, the Audit Committee of the Board of Directors of the Company, in discussion with PricewaterhouseCoopers LLP (United Kingdom) and PricewaterhouseCoopers LLP (United States), the Company’s independent registered public accounting firm, determined that (i) the previously issued audited combined financial statements of the Informa Tech Digital Businesses of Informa PLC as of December 31, 2023 and 2022 and for the three years ended December 31, 2023, which were included in the Company’s final prospectus on Form 424(b)(3) filed on October 25, 2024 and filed as Exhibit 99.9 to the Company’s Form 8-K/A filed on December 9, 2024, (ii) the previously issued unaudited condensed combined financial statements of the Informa Tech Digital Businesses of Informa PLC as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023, which were filed as Exhibit 99.10 to the Company’s Form 8-K/A filed on December 9, 2024, (iii) the previously issued unaudited condensed combined financial statements of the Informa Tech Digital Businesses of Informa PLC as of June 30, 2024 and for the six months ended June 30, 2024 and 2023, which were filed as Exhibit 99.1 to the Company’s Form 8-K filed on December 6, 2024, and (iv) the previously issued unaudited condensed combined financial statements of the Informa Tech Digital Businesses of Informa PLC as of March 31, 2024 and for the three months ended March 31, 2024 and 2023, which were filed as Exhibit 99.2 to the Company’s Form 8-K filed on December 6, 2024 (collectively, the “Affected Financial Statements”), should no longer be relied upon due to certain accounting errors as described below. In this Current Report on Form 8-K, the periods covered by the Affected Financial Statements are referred to as the “Non-Reliance Periods.”
During the preparation of the Company’s financial statements for the fiscal year ended December 31, 2024, the Company’s management identified certain material errors in the Affected Financial Statements relating to certain technical accounting matters associated with goodwill impairment, changes in contingent consideration, and amortization of intangibles, including related tax impacts thereof. The Company also identified, and will correct in the restatements, other out-of-period and uncorrected misstatements.
The Company will include restated financial information for the Affected Financial Statements in the footnotes to the financial statements included in the Company’s 2024 Form 10-K as well as in future Quarterly Reports on Form 10-Q to correct these errors. Any previously issued or filed reports, earnings releases, and investor presentations or other communications including or describing the Affected Financial Statements and related financial information covering the Non-Reliance Periods should no longer be relied upon. Similarly, the report of the PricewaterhouseCoopers LLP (United Kingdom) accompanying the audited combined financial statements of the Informa Tech Digital Businesses of Informa PLC as of December 31, 2023 and 2022 and for the three years ended December 31, 2023, should no longer be relied upon.
The Company is diligently working to complete its review as soon as practicable to quantify the specific adjustments that need to be made to restate the Affected Financial Statements. In connection with preparing the Company’s financial statements as of and for the fiscal year ended December 31, 2024, the Company’s management identified certain material weaknesses in the Company’s internal control over financial reporting, including one or more related to the restatements.
The Company’s management intends to review the effect of the pending restatements on the Company’s internal control over financial reporting and develop plans to remediate these material weaknesses.
The description of the accounting errors and anticipated restatements above are preliminary and subject to change in connection with the Company’s ongoing review and the completion of the restatements.
The Company’s management and Audit Committee have discussed the matters disclosed in this Item 4.02 with PricewaterhouseCoopers LLP (United Kingdom) and PricewaterhouseCoopers LLP (United States), the Company’s independent registered public accounting firm.
| Item 7.01 | Regulation FD Disclosure. |
On April 18, 2025, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice. A copy of the press release is furnished as Exhibit 99.2 and is incorporated herein by reference.
The information contained in Item 7.01 of this Form 8-K (including Exhibit 99.2) is furnished and shall not be deemed “filed” for purposes of Section 18 of 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 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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K and the exhibits attached hereto contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. 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 the Company’s expectations, strategy, priorities, plans, or intentions. For example, forward-looking statements include statements regarding the ability and timing of regaining compliance with Nasdaq listing requirements, the timing and effect of the restatement of the Affected Financial Statements, the impact of the Company’s ongoing review and restatement actions, and the Company’s material weaknesses in internal control over financial reporting and the remediation thereof.
Actual results could differ materially from those expressed in or implied by the forward-looking statements due to a number of risks and uncertainties, including but not limited to the timing of the Company’s submission of a compliance plan, Nasdaq’s acceptance of any such plan, and the duration of any extension that may be granted by Nasdaq; the potential inability to meet Nasdaq’s requirements; uncertainties associated with the Company’s preparation of the 2024 Form 10-K, and the related financial statements, including the possibility that additional accounting errors or corrections will be identified; the possibility of additional delays in the filing of the 2024 Form 10-K, and the Company’s other SEC filings; and the other risks and uncertainties described in the Company’s SEC reports, including under the heading “Risk Factors” in Exhibit 99.2 to the Company’s Form 8-K/A filed with the SEC on December 9, 2024, and other documents filed by the Company from time to time with the SEC.
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. Any forward-looking statements speak only as of the date of this Current Report on Form 8-K. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter these forward-looking statements, whether as a result of new information, future events or otherwise after the date of this filing except as may be required under applicable securities law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description |
|
| 99.1 | Press Release dated April 15, 2025. | |
| 99.2 | Press Release dated April 18, 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. | ||||||
| By: | /s/ Charles D. Rennick |
|||||
| Dated: April 18, 2025 | Name: | Charles D. Rennick | ||||
| Title: | Vice President, General Counsel, and Corporate Secretary | |||||
Exhibit 99.1
Informa TechTarget Confirms 2024 Revenue Range, 2025 Outlook and Updates on Form 10-K Filing
April 15, 2025
NEWTON, Mass.—(BUSINESS WIRE)— TechTarget, Inc. (Nasdaq: TTGT), (“Informa TechTarget” or the “Company”), a leading growth accelerator for the B2B Technology sector, today re-confirms its revenue range for 2024, with reported revenues expected to be $285m-$295m and pro forma revenues expected to be $490m-$500m*, whilst also confirming expectations for growth in adjusted EBITDA* in 2025.
Gary Nugent, Chief Executive, Informa TechTarget, said:
”2024 was broadly flat on underlying revenue performance. 2025 will be The Foundation Year for Informa TechTarget, as we combine strengths in Brands, Products, Go-To-Market and Talent and over-deliver on operating cost synergies.”
He added: ”Through combination, we are creating a leader in a dynamic market. We are focused on operating the enlarged business for growth and performance.”
2024 Full Year Financial Update
Revenue Performance
Reported revenues for 2024 will reflect the structure of the combination, which completed on December 2, 2024, comprising a 12-month contribution from the Informa Tech digital businesses and around one month’s contribution from the legacy TechTarget business, being the period from completion through year-end. On this basis, reported revenues are expected to be in the range of $285m to $295m.
Assuming the combination was in effect from January 1, 2024, pro-forma revenues for 2024 are expected to be in the range of $490m to $500m, in line with the guidance range provided in the combination update published on November 15, 2024. This implies broadly flat underlying revenues for the year, reflecting the subdued market backdrop, with activity levels impacted by geo-political tensions and macro-economic uncertainty.
Pro-forma revenue refers to the total US GAAP revenue that would be expected for fiscal year 2024 assuming the combination was in effect from January 1, 2024:
| Pro-Forma Revenue Range ($000’s) |
||||||||
| Legacy Informa Tech Digital Businesses |
$ | 260,000 | $ | 265,000 | ||||
| Legacy TechTarget |
$ | 230,000 | $ | 235,000 | ||||
| $ | 490,000 | $ | 500,000 | |||||
Balance Sheet and Liquidity
At December 31, 2024, the Company held approximately $354m in cash, cash equivalents, and short-term investments. The Company also had approximately $416m of outstanding Convertible Senior Notes. In early 2025, in line with the terms of the notes, an offer was made to repurchase all of the 2025 and 2026 Convertible Senior Notes for cash, with all but $7,000 aggregate principal amount of the 2026 notes tendered for repurchase by note holders.
The repurchase does not have a material impact on net debt after completion of the repurchase in 2025 but removes convertible debt from the balance sheet, reducing potential dilution and simplifying capital structure.
| * | Adjusted EBITDA is a non-GAAP financial measure. See “Non-GAAP Financial Measures below for further detail |
Outlook
In 2025, The Foundation Year for Informa TechTarget, the focus is on combining our strengths across Brands, Product, Go-To-Market and Talent to position the business for long-term growth. We are operating the business in a subdued environment, which has not been helped by recent financial market volatility, and therefore our guidance is for broadly flat revenue across the year and an increase expected in adjusted EBITDA, the latter supported by the over-delivery of combination synergies and non-recurrence of certain one-off combination costs that will be included within 2024 adjusted EBITDA.
Market uncertainty looks likely to persist through the first half of the year and whilst the sales pipeline is improving, we are anticipating a low to mid-single digit year-on-year decline in revenues across the first half period (representing c.45% of annual revenues). We are targeting the growth trajectory to improve through the second half of the year, as our expanded customer and go-to-market strategy gains momentum, delivering broadly consistent year-on-year revenue performance.
Beyond near-term market dynamics and The Foundation Year, we remain confident in the medium-term growth opportunities for Informa TechTarget, underpinned by innovation and growth in enterprise technology and the increasing demand for more efficient, data-driven B2B digital services.
Combination Program: 2025 - The Foundation Year
The Combination Program is well underway, with all Executive and Senior Leadership appointments completed, and reporting lines and responsibilities confirmed. The restructuring of our sales organization has been accelerated, including a unified go-to-market strategy that prioritises large customer accounts through dedicated service teams.
Work on product strategy is also advancing well, including a repositioning of NetLine to the volume end of the market and a re-shaping of the Intelligence & Advisory portfolio to better meet evolving customer demand.
In 2025, we are currently tracking well ahead of the Year 1 operating cost synergy target of $5m, with a high degree of confidence in our expectation to meet or beat the $45m overall run rate synergies targeted by Year 3 ($25m cost synergies and $20m profit benefit from revenue synergies).
Our focus on combination and over-delivering on operating synergies gives us confidence in growing adjusted EBITDA in 2025, even with the relatively flat backdrop for revenues.
Update on 2024 results and Form 10-K filing
On March 31, 2025, the Company filed a Notification of Late Filing on Form 12b-25 indicating that the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”) would be delayed.
The Company is continuing to make good progress on the full filing of the Annual Report for the year ended December 31, 2024, but with some additional time needed to complete the financial statements and related disclosures than initially expected.
The Company now expects to file the Annual Report by Tuesday 29 April, subject to finalising the evaluation of certain internal controls, fully aligning US GAAP and UK IFRS accounting, and completing the remaining technical accounting issues relating to non-cash items (items such as goodwill impairment, changes in contingent consideration, and amortization of intangibles, including related tax impacts), which likely require restatement or revision of prior-year adjustments.
The Company will circulate details of its FY 2024 results conference call once the filing date for the Annual Report is confirmed.
About Informa TechTarget
TechTarget, 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.
Non-GAAP Financial Measures
This letter includes a discussion of Adjusted EBITDA, which is a non-GAAP financial measure that is provided as a complement to GAAP results. “Adjusted EBITDA” means earnings before net interest, other income and expense such as asset impairment (including expenses related to the induced conversion of our 2025 convertible notes), income taxes, depreciation and amortization, as further adjusted to exclude stock-based compensation and other one-time charges, such as costs related to mergers, acquisitions, integration-related expenses or reduction in forces expenses, if any.
The components of Adjusted EBITDA include the key revenue and expense items for which our operating managers are responsible and upon which we evaluate their performance. In the case of senior management, Adjusted EBITDA is used as a principal financial metric in annual incentive compensation programs. Adjusted EBITDA is also used for planning purposes and in presentations to our Board of Directors.
Full reconciliations of certain forward-looking non-GAAP measures are not provided because the Company is unable to provide such reconciliations without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence and financial impact of certain items, including but not limited to, stock-based compensation and other one-time charges.
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 filed as Exhibit 99.2 to Informa TechTarget’s Form 8-K/A filed with the SEC on December 9, 2024, 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.
Mitesh Kotecha, Investor Relations
+1 754 283 3674
Garrett Mann, Corporate Communications
+1 617 431 9371
Exhibit 99.2
Informa TechTarget Announces Receipt of Nasdaq Notification of Non-Compliance Regarding Delayed 2024 Form 10-K Filing
Newton, MA — April 18, 2025 — TechTarget, Inc. (Nasdaq: TTGT) (“Informa TechTarget” or the “Company”) today announced that, following the publication of the press release on April 15, 2025 which confirmed a delay of the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”), as expected, Informa TechTarget received a notification letter (the “Notice”) on April 17, 2025 from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because the Company failed to timely file its Form 10-K with the Securities and Exchange Commission (the “SEC”).
The Notice has no immediate effect on the listing or trading of the Company’s securities on the Nasdaq Global Select Market. The Notice states that the Company has 60 calendar days from the date of the Notice to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company’s plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the Form 10-K, or until October 13, 2025, to file the Form 10-K to regain compliance.
The Company expects to file the Form 10-K on or about April 29, 2025, or as soon as practicable thereafter, and thereby expects to regain compliance with the Rule.
About Informa TechTarget
TechTarget, 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 Informa TechTarget’s plans and expectations relating to the completion and filing of the Form 10-K, its ability to regain compliance with respect to the Rule, and the timing thereof. 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: to the timing of Informa TechTarget’s submission of a compliance plan, Nasdaq’s acceptance of any such plan, and the duration of any extension that may be granted by Nasdaq; the potential inability to meet Nasdaq’s requirements; uncertainties associated with the Informa TechTarget’s preparation of the Form 10-K and the related financial statements, including the possibility that additional accounting errors or corrections will be identified; the possibility of additional delays in the filing of the Form 10-K and the Company’s other SEC filings; and the other risks and uncertainties described in Informa TechTarget’s SEC reports, including under the heading “Risk Factors” in Exhibit 99.2 to Informa TechTarget’s Form 8-K/A filed with the SEC on December 9, 2024, 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.
Mitesh Kotecha, Investor Relations
+1 754 283 3674
Garrett Mann, Corporate Communications
+1 617 431 9371