テックターゲットの四半期報告

false--12-310002018064Q3oneonehttp://fasb.org/srt/2025#ChiefExecutiveOfficerMember11http://fasb.org/srt/2025#ChiefExecutiveOfficerMember110002018064us-gaap:RevolvingCreditFacilityMember2024-01-012024-12-310002018064us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2024-01-012024-09-300002018064us-gaap:CostOfSalesMember2025-07-012025-09-300002018064us-gaap:RetainedEarningsMember2025-01-012025-03-310002018064ttgt:CanalysMember2025-09-300002018064us-gaap:RestructuringChargesMember2024-01-012024-09-300002018064us-gaap:RevolvingCreditFacilityMembersrt:MinimumMemberus-gaap:SecuredOvernightFinancingRateSofrMember2025-01-012025-09-3000020180642025-04-012025-06-300002018064us-gaap:SellingAndMarketingExpenseMember2025-07-012025-09-300002018064us-gaap:CommonStockMember2024-12-310002018064us-gaap:FairValueInputsLevel3Memberttgt:TwoThousandTwentyFiveNotesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310002018064country:CN2025-09-300002018064us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-07-012024-09-300002018064ttgt:StockOptionTwoThousandSeventeenPlanMember2025-01-012025-09-300002018064ttgt:FormerTechTargetsMember2024-01-100002018064ttgt:Internal-UseSoftwareMember2025-09-300002018064us-gaap:RevolvingCreditFacilityMembersrt:MinimumMember2025-09-300002018064us-gaap:RetainedEarningsMember2025-07-012025-09-300002018064us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310002018064us-gaap:RestructuringChargesMember2025-01-012025-09-300002018064country:CN2024-12-310002018064ttgt:IndustryDiveMember2025-01-012025-09-3000020180642025-09-300002018064ttgt:MarketingAdvertisingServicesAndSponsorshipMember2025-07-012025-09-300002018064ttgt:IntelligenceSubscriptionServicesMember2025-01-012025-09-300002018064us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputLongTermRevenueGrowthRateMember2025-01-012025-09-300002018064ttgt:NetParentDeficitMember2024-09-300002018064ttgt:ABRBorrowingsMemberus-gaap:RevolvingCreditFacilityMembersrt:MaximumMember2025-01-012025-09-300002018064us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-300002018064ttgt:BluefinLegacyMember2025-01-012025-09-300002018064us-gaap:FairValueInputsLevel2Memberttgt:PooledBondFundMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310002018064country:JP2025-09-300002018064stpr:MAttgt:AmendedAndRestatedLeaseAgreementMembersrt:ScenarioForecastMember2026-05-012026-05-010002018064us-gaap:RevolvingCreditFacilityMembersrt:MaximumMember2025-01-012025-09-300002018064us-gaap:ComputerSoftwareIntangibleAssetMemberttgt:InformaTechTargetMember2024-01-012024-09-300002018064ttgt:TwoThousandTwentySixNotesMember2021-12-012021-12-310002018064ttgt:TransitionalServicesAgreementMember2025-09-300002018064ttgt:MarketingAdvertisingServicesAndSponsorshipMember2025-01-012025-09-300002018064us-gaap:ResearchAndDevelopmentExpenseMember2025-07-012025-09-300002018064ttgt:Internal-UseSoftwareMember2025-01-012025-09-300002018064ttgt:ExhibitorAndAttendeeMember2025-01-012025-09-300002018064ttgt:ExhibitorAndAttendeeMember2025-07-012025-09-300002018064us-gaap:RelatedPartyMembersrt:ParentCompanyMember2024-01-012024-09-300002018064ttgt:Internal-UseSoftwareMember2024-12-310002018064us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310002018064us-gaap:DevelopedTechnologyRightsMember2025-09-300002018064us-gaap:AdditionalPaidInCapitalMember2025-06-300002018064ttgt:FormerTechTargetsMember2025-01-012025-09-300002018064us-gaap:RevolvingCreditFacilityMembersrt:MaximumMember2025-09-300002018064us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMembersrt:MaximumMember2025-07-012025-09-300002018064ttgt:IndustryDiveMember2025-07-012025-09-300002018064country:GB2025-09-300002018064ttgt:CanalysMember2025-07-012025-09-300002018064ttgt:AccelerationOfVestingAndModificationOfRestrictedStockUnitsMemberttgt:RestructuringAndWorkforceReductionProgramMember2025-07-012025-09-300002018064ttgt:FormerTechTargetsMember2024-01-102024-01-100002018064ttgt:AdvisoryServicesMember2024-01-012024-09-300002018064ttgt:AdvisoryServicesMember2024-07-012024-09-300002018064ttgt:FormerTechTargetsMember2024-12-022024-12-020002018064us-gaap:RestrictedStockUnitsRSUMember2025-07-012025-09-300002018064us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMember2024-09-300002018064us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310002018064ttgt:ExhibitorAndAttendeeMember2024-07-012024-09-300002018064ttgt:PooledBondFundMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310002018064ttgt:LegacyTechTargetMember2025-09-300002018064srt:RestatementAdjustmentMember2024-07-012024-09-300002018064us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMember2025-07-012025-09-300002018064ttgt:CanalysMember2025-01-012025-09-300002018064ttgt:TransitionalServicesAgreementMembersrt:MaximumMember2025-01-012025-09-300002018064us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-07-012025-09-300002018064us-gaap:ResearchAndDevelopmentExpenseMember2024-07-012024-09-300002018064us-gaap:AccountsReceivableMemberttgt:UnitedStatesAndUnitedKingdomMemberus-gaap:GeographicConcentrationRiskMember2024-01-012024-12-310002018064ttgt:TwoThousandTwentyFourIncentivePlanMember2025-09-300002018064us-gaap:IntellectualPropertyMember2024-01-012024-12-310002018064ttgt:CustomerRelationshipsDatabaseMember2025-01-012025-09-300002018064ttgt:IndustryDiveMembersrt:ScenarioPreviouslyReportedMember2024-12-310002018064ttgt:IndustryDiveMember2024-12-310002018064us-gaap:AdditionalPaidInCapitalMember2025-03-310002018064us-gaap:ResearchAndDevelopmentExpenseMember2025-01-012025-09-300002018064ttgt:NetParentDeficitMember2024-01-012024-03-310002018064us-gaap:GeneralAndAdministrativeExpenseMemberttgt:TransitionalAndSecondmentServicesMember2025-01-012025-09-300002018064us-gaap:RelatedPartyMemberus-gaap:GeneralAndAdministrativeExpenseMember2024-01-012024-09-300002018064ttgt:NetLineMember2025-09-300002018064ttgt:CompensationAndBenefitsMemberttgt:RestructuringAndWorkforceReductionProgramMember2025-06-300002018064ttgt:NetLineMember2025-01-012025-09-300002018064stpr:MAttgt:AmendedAndRestatedLeaseAgreementMembersrt:ScenarioForecastMembersrt:MaximumMember2026-05-012026-05-010002018064ttgt:AccelerationOfVestingAndModificationOfRestrictedStockUnitsMemberttgt:RestructuringAndWorkforceReductionProgramMember2025-06-300002018064us-gaap:RetainedEarningsMember2025-09-300002018064ttgt:AdvisoryServicesMember2025-01-012025-09-300002018064us-gaap:AdditionalPaidInCapitalMember2025-09-300002018064us-gaap:GeneralAndAdministrativeExpenseMember2024-07-012024-09-300002018064us-gaap:RestructuringChargesMember2025-07-012025-09-300002018064us-gaap:RelatedPartyMemberus-gaap:UnsecuredDebtMemberus-gaap:RevolvingCreditFacilityMembersrt:ParentCompanyMember2024-12-020002018064us-gaap:GeneralAndAdministrativeExpenseMember2025-01-012025-09-300002018064us-gaap:AdditionalPaidInCapitalMember2024-12-310002018064us-gaap:IntellectualPropertyMember2025-09-300002018064us-gaap:RevolvingCreditFacilityMembersrt:MinimumMember2025-01-012025-09-300002018064country:US2024-12-310002018064us-gaap:RestrictedStockUnitsRSUMember2024-07-012024-09-300002018064ttgt:InformaHoldCoMember2024-12-020002018064us-gaap:TreasuryStockCommonMember2025-07-012025-09-300002018064ttgt:NetParentDeficitMember2024-04-012024-06-300002018064us-gaap:RelatedPartyMemberus-gaap:UnsecuredDebtMembersrt:ParentCompanyMemberus-gaap:RevolvingCreditFacilityMember2024-12-022024-12-020002018064stpr:MAttgt:AmendedAndRestatedLeaseAgreementMemberus-gaap:SubsequentEventMember2025-10-212025-10-210002018064us-gaap:TrademarksAndTradeNamesMember2025-09-300002018064us-gaap:EmployeeStockMember2024-12-020002018064ttgt:NetParentDeficitMember2023-12-310002018064us-gaap:CommonStockMember2025-03-310002018064us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310002018064country:JP2024-12-310002018064ttgt:MarketingAdvertisingServicesAndSponsorshipMember2024-07-012024-09-300002018064ttgt:NetLineMember2025-07-012025-09-300002018064us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-3100020180642025-03-310002018064country:US2025-09-300002018064us-gaap:IntellectualPropertyMember2024-12-310002018064us-gaap:RelatedPartyMembersrt:ParentCompanyMemberus-gaap:GeneralAndAdministrativeExpenseMember2024-07-012024-09-300002018064us-gaap:CommonStockMember2025-04-012025-06-300002018064us-gaap:RelatedPartyMember2025-07-012025-09-300002018064us-gaap:RelatedPartyMemberus-gaap:GeneralAndAdministrativeExpenseMembersrt:ParentCompanyMember2024-01-012024-09-300002018064us-gaap:FairValueInputsLevel3Memberttgt:TwoThousandTwentySixNotesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310002018064country:GB2024-12-3100020180642025-06-300002018064us-gaap:RelatedPartyMember2024-01-012024-09-300002018064us-gaap:CommonStockMember2025-01-012025-03-3100020180642024-01-012024-03-310002018064us-gaap:SellingAndMarketingExpenseMember2024-07-012024-09-300002018064ttgt:FormerTechTargetsMember2024-12-020002018064us-gaap:RelatedPartyMembersrt:ParentCompanyMemberus-gaap:LongTermDebtMember2025-01-012025-09-300002018064ttgt:TwoThousandTwentyFourIncentivePlanMember2024-12-020002018064ttgt:CompensationAndBenefitsMemberttgt:RestructuringAndWorkforceReductionProgramMember2025-09-300002018064us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-09-300002018064us-gaap:GeneralAndAdministrativeExpenseMember2025-07-012025-09-300002018064us-gaap:ComputerSoftwareIntangibleAssetMemberttgt:InformaTechTargetMember2025-07-012025-09-300002018064stpr:MAttgt:AmendedAndRestatedLeaseAgreementMembersrt:ScenarioForecastMember2026-04-302026-04-300002018064ttgt:IntelligenceSubscriptionServicesMember2024-01-012024-09-300002018064ttgt:NetParentDeficitMember2024-03-310002018064ttgt:RestOfWorldMember2025-09-300002018064ttgt:AccelerationOfVestingAndModificationOfRestrictedStockUnitsMemberttgt:RestructuringAndWorkforceReductionProgramMember2025-09-3000020180642023-12-310002018064us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2024-07-012024-09-300002018064ttgt:TwoThousandTwentyFourIncentivePlanMember2025-01-012025-09-300002018064us-gaap:RestrictedStockUnitsRSUMemberttgt:FormerTechTargetsMember2024-12-022024-12-020002018064us-gaap:RelatedPartyMemberus-gaap:GeneralAndAdministrativeExpenseMember2024-07-012024-09-300002018064us-gaap:TreasuryStockCommonMember2025-09-300002018064us-gaap:TrademarksAndTradeNamesMember2024-12-310002018064us-gaap:AdditionalPaidInCapitalMember2025-04-012025-06-300002018064us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-04-012025-06-300002018064ttgt:TransitionalServicesAgreementMember2025-01-012025-09-300002018064ttgt:ReverseTransitionalServicesAgreementMember2025-07-012025-09-300002018064us-gaap:GeneralAndAdministrativeExpenseMemberttgt:TransitionalAndSecondmentServicesMember2025-07-012025-09-300002018064us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMembersrt:MaximumMember2025-01-012025-09-300002018064ttgt:BluefinLegacyMember2025-09-300002018064ttgt:TwoThousandTwentyFiveNotesMember2024-12-020002018064ttgt:RestOfWorldMember2024-12-310002018064us-gaap:RetainedEarningsMember2025-03-310002018064us-gaap:GeneralAndAdministrativeExpenseMember2024-01-012024-09-300002018064ttgt:StockOptionTwoThousandSeventeenPlanMember2025-09-3000020180642024-03-310002018064ttgt:ABRBorrowingsMemberus-gaap:RevolvingCreditFacilityMembersrt:MinimumMember2025-01-012025-09-300002018064us-gaap:DevelopedTechnologyRightsMember2024-12-310002018064us-gaap:TrademarksAndTradeNamesMember2025-01-012025-09-300002018064us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-09-300002018064us-gaap:RelatedPartyMembersrt:ParentCompanyMember2025-07-012025-09-300002018064us-gaap:RetainedEarningsMember2025-04-012025-06-300002018064ttgt:InformaTechTargetMember2025-01-012025-09-3000020180642025-01-012025-09-300002018064us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-300002018064ttgt:CustomerRelationshipsDatabaseMember2024-12-310002018064ttgt:TechResearchPtyLtdAndTechResearchAsiaMember2025-09-3000020180642024-01-012024-09-300002018064ttgt:ReverseTransitionalServicesAgreementMember2025-01-012025-09-300002018064us-gaap:CommonStockMember2025-09-300002018064us-gaap:SellingAndMarketingExpenseMember2025-01-012025-09-300002018064us-gaap:DevelopedTechnologyRightsMember2024-01-012024-12-310002018064us-gaap:RelatedPartyMemberus-gaap:RevolvingCreditFacilityMember2025-07-012025-09-300002018064us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310002018064ttgt:PooledBondFundMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-3100020180642025-01-012025-03-310002018064us-gaap:RelatedPartyMembersrt:ParentCompanyMember2024-07-012024-09-300002018064us-gaap:FairValueInputsLevel3Memberttgt:PooledBondFundMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310002018064ttgt:MarketingAdvertisingServicesAndSponsorshipMember2024-01-012024-09-300002018064us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310002018064ttgt:TwoThousandTwentyFiveNotesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310002018064ttgt:CustomerRelationshipsDatabaseMember2025-09-300002018064ttgt:IndustryDiveMember2025-09-3000020180642024-09-3000020180642024-07-012024-09-300002018064us-gaap:RelatedPartyMember2025-01-012025-09-300002018064us-gaap:DevelopedTechnologyRightsMember2025-01-012025-09-300002018064ttgt:Internal-UseSoftwareMember2024-01-012024-12-310002018064us-gaap:RestrictedStockUnitsRSUMemberttgt:FormerTechTargetsMember2025-09-300002018064us-gaap:RevolvingCreditFacilityMember2025-01-012025-09-300002018064us-gaap:CostOfSalesMember2024-07-012024-09-300002018064ttgt:TwoThousandTwentyFiveNotesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310002018064us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-310002018064us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310002018064ttgt:BluefinLegacyMember2025-07-012025-09-300002018064ttgt:CustomerRelationshipsDatabaseMember2024-01-012024-12-310002018064srt:ScenarioPreviouslyReportedMember2024-01-012024-09-3000020180642024-12-310002018064srt:ScenarioPreviouslyReportedMember2024-07-012024-09-300002018064us-gaap:CommonStockMember2025-06-300002018064us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMembersrt:MaximumMember2025-01-012025-03-310002018064us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2025-01-012025-09-300002018064us-gaap:RestructuringChargesMember2024-07-012024-09-300002018064us-gaap:RelatedPartyMemberus-gaap:GeneralAndAdministrativeExpenseMember2025-01-012025-09-300002018064us-gaap:RelatedPartyMemberus-gaap:RevolvingCreditFacilityMember2025-01-012025-09-300002018064us-gaap:RelatedPartyMemberus-gaap:GeneralAndAdministrativeExpenseMember2025-07-012025-09-300002018064us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-300002018064us-gaap:ComputerSoftwareIntangibleAssetMemberttgt:InformaTechTargetMember2024-07-012024-09-3000020180642024-01-012024-12-310002018064us-gaap:RelatedPartyMember2024-07-012024-09-300002018064ttgt:CompensationAndBenefitsMemberttgt:RestructuringAndWorkforceReductionProgramMember2025-07-012025-09-300002018064stpr:MAttgt:AmendedAndRestatedLeaseAgreementMember2025-09-300002018064ttgt:TransitionalServicesAgreementMember2025-07-012025-09-300002018064stpr:MAttgt:AmendedAndRestatedLeaseAgreementMemberus-gaap:SubsequentEventMember2025-10-210002018064us-gaap:CommonStockMember2025-07-012025-09-300002018064us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMembersrt:MaximumMember2025-04-012025-06-300002018064ttgt:IntelligenceSubscriptionServicesMember2025-07-012025-09-300002018064us-gaap:FairValueInputsLevel2Memberttgt:TwoThousandTwentySixNotesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310002018064srt:MinimumMemberttgt:TwoThousandTwentyFourIncentivePlanMember2025-01-012025-09-300002018064us-gaap:RevolvingCreditFacilityMember2025-09-300002018064us-gaap:CostOfSalesMember2025-01-012025-09-300002018064us-gaap:IntellectualPropertyMember2025-01-012025-09-300002018064us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputLongTermRevenueGrowthRateMember2025-07-012025-09-300002018064ttgt:TechResearchPtyLtdAndTechResearchAsiaMember2025-07-012025-09-300002018064ttgt:NetParentDeficitMember2024-06-300002018064us-gaap:RetainedEarningsMember2025-06-3000020180642024-06-300002018064us-gaap:ComputerSoftwareIntangibleAssetMemberttgt:InformaTechTargetMember2025-01-012025-09-300002018064us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMember2025-09-3000020180642024-04-012024-06-300002018064us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-03-310002018064us-gaap:FairValueInputsLevel3Membersrt:MinimumMemberus-gaap:MeasurementInputDiscountRateMember2025-01-012025-03-310002018064us-gaap:SellingAndMarketingExpenseMember2024-01-012024-09-300002018064ttgt:RestructuringAndWorkforceReductionProgramMember2025-07-012025-09-300002018064us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2025-07-012025-09-300002018064us-gaap:CostOfSalesMember2024-01-012024-09-300002018064us-gaap:RetainedEarningsMember2024-12-3100020180642025-11-050002018064ttgt:TwoThousandTwentySixNotesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-3100020180642025-07-012025-09-300002018064ttgt:ExhibitorAndAttendeeMember2024-01-012024-09-300002018064ttgt:NetParentDeficitMember2024-07-012024-09-300002018064us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-04-012024-06-300002018064us-gaap:AdditionalPaidInCapitalMember2025-07-012025-09-300002018064us-gaap:TrademarksAndTradeNamesMember2024-01-012024-12-310002018064ttgt:IntelligenceSubscriptionServicesMember2024-07-012024-09-300002018064us-gaap:FairValueMeasurementsRecurringMember2024-12-310002018064us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-300002018064ttgt:AdvisoryServicesMember2025-07-012025-09-300002018064us-gaap:RelatedPartyMembersrt:ParentCompanyMember2025-01-012025-09-300002018064ttgt:LegacyTechTargetMember2025-01-012025-09-300002018064ttgt:TwoThousandTwentySixNotesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310002018064us-gaap:AccountsReceivableMembercountry:USus-gaap:GeographicConcentrationRiskMember2025-01-012025-09-300002018064us-gaap:RelatedPartyMemberus-gaap:UnsecuredDebtMemberus-gaap:RevolvingCreditFacilityMembersrt:ParentCompanyMember2025-09-300002018064srt:RestatementAdjustmentMember2024-01-012024-09-300002018064us-gaap:FairValueInputsLevel2Memberttgt:TwoThousandTwentyFiveNotesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310002018064us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMember2025-04-012025-06-300002018064ttgt:TwoThousandTwentyFiveNotesMember2025-01-242025-01-240002018064us-gaap:ResearchAndDevelopmentExpenseMember2024-01-012024-09-30xbrli:purettgt:Customerutr:sqftxbrli:sharesttgt:Segmentiso4217:USDxbrli:sharesiso4217:USD

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42428

TECHTARGET, INC.

(Exact name of registrant as specified in its charter)


Delaware	99-2218610
(State or other jurisdiction of incorporation or organization)	(I.R.S. 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, former address and formal fiscal year, if changed since last report: Not applicable

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 Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐

Table of Contents


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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 5, 2025, the registrant had 72,157,906 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	4
	Unaudited Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and 2024	5
	Unaudited Condensed Consolidated Statements of Stockholders' Equity for the three and nine months ended September 30, 2025 and 2024	6
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	8
	Unaudited Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Result of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4.	Controls and Procedures	46

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 5.	Other Information	50
Item 6.	Exhibits	51
	Signatures	52

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TechTarget, Inc.

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)


	September 30, 2025			December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	46,301		$	275,983
Short-term investments		—			77,705
Accounts receivable, net of allowance for credit losses of $1,893 and $907 respectively		82,333			79,039
Related party receivables		11,372			2,900
Prepaid taxes		7,157			6,443
Prepaid expenses and other current assets		14,686			13,547
Total current assets		161,849			455,617
Non-current assets:
Property and equipment, net		3,293			4,621
Goodwill		55,444			973,398
Intangible assets, net		746,521			808,732
Operating lease right-of-use assets		12,751			15,907
Deferred tax assets		5,425			5,097
Other non-current assets		2,141			3,115
Total non-current assets		825,575			1,810,870
Total assets	$	987,424		$	2,266,487
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	7,664		$	10,639
Related party payables		12,171			4,795
Contract liabilities		66,830			44,825
Operating lease liabilities		4,919			5,186
Accrued expenses and other current liabilities		21,591			29,328
Accrued compensation expenses		25,322			18,093
Income taxes payable		4,762			6,701
Convertible debt		—			415,690
Total current liabilities		143,259			535,257
Non-current liabilities:
Operating lease liabilities		11,460			15,107
Other liabilities		6,310			4,913
Related party revolving line of credit		120,000			—
Deferred tax liabilities		108,463			139,356
Total non-current liabilities		246,233			159,376
Total liabilities	$	389,492		$	694,633
Stockholders’ equity:
Common stock, $0.001 par value; 250,000,000 shares authorized; 72,161,395 shares issued and 72,147,343 shares outstanding at September 30, 2025; 71,460,169 shares issued and outstanding at December 31, 2024		72			71
Treasury stock, at cost; 14,052 and 0 shares at September 30, 2025 and December 31, 2024, respectively		(629	)		—
Additional paid-in capital		1,642,502			1,626,785
Retained deficit		(1,074,765	)		(75,937	)
Accumulated other comprehensive income		30,752			20,935
Total stockholders’ equity		597,932			1,571,854
Total liabilities and stockholders’ equity	$	987,424		$	2,266,487

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

Table of Contents

TechTarget, Inc.

Unaudited Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

(in thousands, except per share data)


	For the Three Months Ended						For the Nine Months Ended
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
				As Restated						As Restated
Revenues1	$	122,286		$	62,872		$	346,116		$	184,499
Cost of revenues1,2		(47,350	)		(23,814	)		(142,674	)		(74,484	)
Gross profit		74,936			39,058			203,442			110,015
Operating expenses:
Selling and marketing2		35,829			14,217			106,202			42,096
General and administrative1,2		21,039			18,365			64,244			53,937
Product development2		2,894			2,571			8,279			8,499
Depreciation		529			386			1,592			1,173
Amortization, excluding amortization of $4,131, $158, $9,554 and $403 included in cost of revenues		21,631			11,008			67,817			33,038
Impairment of goodwill		80,252			—			921,600			—
Impairment of long-lived assets		—			—			—			2,019
Restructuring costs2		12,412			—			12,412			—
Acquisition and integration costs1		8,204			8,788			32,343			38,242
Remeasurement of contingent consideration		—			(1,900	)		—			2,264
Total operating expenses		182,790			53,435			1,214,489			181,268
Operating loss		(107,854	)		(14,377	)		(1,011,047	)		(71,253	)
Related party interest expense		(2,439	)		(5,761	)		(7,067	)		(18,164	)
Interest income1		26			874			914			3,338
Other income (expense), net		525			(1,732	)		(7,791	)		(1,361	)
Loss before provision for income taxes		(109,742	)		(20,996	)		(1,024,991	)		(87,440	)
Income tax benefit		32,964			3,566			26,163			10,298
Net loss	$	(76,778	)	$	(17,430	)	$	(998,828	)	$	(77,142	)
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)		(941	)		(13,535	)		9,817			(11,653	)
Total comprehensive loss	$	(77,719	)	$	(30,965	)	$	(989,011	)	$	(88,795	)
Net loss per common share:
Basic		(1.07	)		(0.42	)		(13.96	)		(1.85	)
Diluted		(1.07	)		(0.42	)		(13.96	)		(1.85	)
Weighted average common shares outstanding:
Basic		71,756,180			41,651,366			71,570,864			41,651,366
Diluted		71,756,180			41,651,366			71,570,864			41,651,366

(1) Amounts include related party transactions as follows:
Revenues		274			71			845			225
Cost of revenues		249			—			849			53
General and administrative		4,786			8,882			14,731			25,803
Interest income		—			1,327			—			3,190
Acquisition and integration costs		913			5,456			20,274			32,451


(2) Amounts include stock-based compensation expense as follows:
Cost of revenues		267			—			1,001			—
Selling and marketing		2,474			—			8,007			—
General and administrative		391			313			1,875			879
Product development		170			—			538			—
Restructuring costs		4,297			—			4,297			—

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

Table of Contents

TechTarget, Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share and per share data)


	Net Parent Deficit			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity (Deficit)
	As Restated			As Restated			As Restated
Balance, December 31, 2023		(76,580	)		22,245		$	(54,335	)
Net loss		(19,509	)		—			(19,509	)
Net transfers to Parent		(3,098	)		—			(3,098	)
Other comprehensive income		—			2,551			2,551
Balance, March 31, 2024	$	(99,187	)	$	24,796		$	(74,391	)
Net loss		(40,203	)		—			(40,203	)
Net transfers from Parent		22,789			—			22,789
Other comprehensive loss		—			(669	)		(669	)
Balance, June 30, 2024	$	(116,601	)	$	24,127		$	(92,474	)
Net loss		(17,430	)		—			(17,430	)
Net transfers from Parent		257,612			—			257,612
Other comprehensive loss		—			(13,535	)		(13,535	)
Balance, September 30, 2024	$	123,581		$	10,592		$	134,173

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

Table of Contents

TechTarget, Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share and per share data)


	Common Stock				Treasury Stock
	Number of Shares		$0.001 Par Value		Number of Shares		Cost			Additional Paid-In Capital			Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance, December 31, 2024		71,460,169		71		—		—			1,626,785			(75,937	)		20,935		$	1,571,854
Net loss		—		—		—		—			—			(523,388	)		—			(523,388	)
Other comprehensive income		—		—		—		—			—			—			3,990			3,990
Issuance of shares of common stock from RSU awards		25,012		—		—		—			—			—			—			—
Stock-based compensation		—		—		—		—			3,959			—			—			3,959
Balance, March 31, 2025		71,485,181	$	71		—		—		$	1,630,744		$	(599,325	)	$	24,925		$	1,056,415
Net loss		—		—		—		—			—			(398,662	)		—			(398,662	)
Other comprehensive income		—		—		—		—			—			—			6,768			6,768
Other share issuances		100		—		—		—			—			—			—			—
Issuance of shares of common stock from RSU awards		3,719		—		—		—			—			—			—			—
Stock-based compensation		—		—		—		—			4,160			—			—			4,160
Balance, June 30, 2025		71,489,000	$	71		—		—		$	1,634,904		$	(997,987	)	$	31,693		$	668,681
Net loss		—		—		—		—			—			(76,778	)		—			(76,778	)
Other comprehensive loss		—		—		—		—			—			—			(941	)		(941	)
Other share issuances		—		—		—		—			—			—			—			—
Issuance of shares of common stock from RSU awards		658,343		1		—		—			(1	)		—			—			—
Impact of net settlements		14,052		—		14,052		(629	)		—			—			—			(629	)
Stock-based compensation		—		—		—		—			7,599			—			—			7,599
Balance, September 30, 2025		72,161,395	$	72		14,052	$	(629	)	$	1,642,502		$	(1,074,765	)	$	30,752		$	597,932

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

Table of Contents

TechTarget, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows (in thousands)


	For the Nine Months Ended
	September 30,
	2025			2024
				As Restated
Operating Activities:
Net loss	$	(998,828	)	$	(77,142	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		1,592			1,173
Amortization		77,371			33,441
Provision for bad debt		986			650
Operating lease expense		3,958			1,598
Stock-based compensation		15,718			879
Deferred tax provision		(31,231	)		(12,392	)
Impairment of long-lived assets		—			2,019
Impairment of goodwill		921,600			—
Fair value adjustment to debt		1,323			—
Gain on disposal of intangibles		—			90
Gain on disposal of property, plant and equipment		5			168
Remeasurement of contingent consideration		—			2,264
Net foreign exchange (gain)/loss		2,752			793
Other		(340	)
Changes in operating assets and liabilities (net of the impact of acquisitions):
Accounts receivable		(2,643	)		3,096
Prepaid expenses and other current assets		(768	)		(3,466	)
Related party receivables		(8,472	)		(1,139	)
Accounts payable		(3,205	)		(1,108	)
Income taxes payable		(2,180	)		1,479
Accrued expenses and other current liabilities		(8,254	)		(273	)
Accrued compensation expenses		6,693			—
Operating lease liabilities with right of use		(4,713	)		(2,248	)
Contract liabilities		20,768			14,678
Contingent consideration		—			(1,020	)
Other assets (liabilities)		732			570
Related party payables		11,720			243
Net cash provided by (used in) operating activities		4,584			(35,647	)
Investing activities:
Purchases of property and equipment, and other capitalized assets		(212	)		(302	)
Purchases of intangible assets		(12,350	)		(4,631	)
Purchase of investments		(291	)		—
Acquisitions of businesses, net of acquired cash		(1,350	)		—
Sale of short-term investments		76,795			—
Net cash provided by (used in) investing activities		62,592			(4,933	)
Financing activities:
Cash pool arrangements with Parent		—			27,338
Contingent consideration settlement		—			(3,980	)
Issuance of common stock from restricted stock awards		1			—
Tax withholdings related to net share settlements		(629	)		—
Proceeds from related party long term debt		135,000			—
Repayment of related party long term debt		(15,000	)		(213	)
Repayment of convertible notes		(417,033	)		—
Net transfers from Parent		—			27,866
Net cash provided by (used in) financing activities		(297,661	)		51,011
Effect of exchange rate changes on cash and cash equivalents		803			388
Net decrease in cash and cash equivalents		(229,682	)		10,819
Cash and cash equivalents at beginning of year		275,983			10,789
Cash and cash equivalents at September 30	$	46,301		$	21,608
Supplemental disclosure of cash flow information:
Cash paid for taxes, net	$	6,083		$	1,448
Cash paid for interest on related party long term debt	$	6,732		$	18,928
Schedule of non-cash investing and financing activities:
Operating lease liabilities arising from obtaining operating lease right-of-use assets	$	—		$	226
Intangible asset purchases included in accrued expenses and other current liabilities	$	—		$	48
Capitalization of short-term debt	$	—		$	250,000
Loans settled through existing cash pool arrangements	$	—		$	59,689

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

Table of Contents

TechTarget, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except share and per share data, where otherwise noted or instances where expressed in millions)

1. Business Overview and Basis of Presentation

Nature of business

TechTarget, Inc. (“Informa TechTarget”, the “Company”, “we”, “us” or “our”, formerly known as Toro CombineCo, Inc. (“CombineCo”)) together with its subsidiaries, is a leading business-to-business (“B2B”) growth accelerator, informing and influencing technology buyers and sellers globally.

The Transactions

On January 10, 2024, Informa, PLC (“Informa” or “Parent”) entered into a definitive agreement (the “Transaction Agreement”) to combine Informa Intrepid Holdings Inc. (“Informa Tech Digital Business” or “Informa Intrepid” or “Accounting Predecessor”), a carved-out business wholly-owned by Informa, with former TechTarget, Inc. (“Former TechTarget”) under CombineCo. In accordance with the Transaction Agreement, Informa contributed the Informa Tech Digital Business along with $350.0 million in cash, in exchange for CombineCo common stock (the “Transaction”). Additionally, CombineCo paid each Former TechTarget shareholder as consideration for one common share of Former TechTarget (i) one share of CombineCo common stock and (ii) cash consideration of approximately $11.70 per share of Former TechTarget common stock (the “Merger”, with the Transaction, collectively the “Transactions”). The Merger closed on December 2, 2024 (the “Acquisition Date”), with Informa then holding a 58% interest in CombineCo and Former TechTarget shareholders holding the remaining 42% interest in CombineCo. CombineCo changed its name to TechTarget, Inc. upon completion of the Merger.

Basis of presentation

The Merger was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combination. The condensed consolidated financial statements prior to the Acquisition Date reflect the financial statements of the Informa Tech Digital Business, as Accounting Predecessor to Informa TechTarget and the historical consolidated financial statements of Former Tech Target are consolidated only from the Acquisition Date forward.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all normal and recurring adjustments have been included such that the unaudited condensed consolidated financial statements are fairly stated. The results of operations for the periods presented are not necessarily indicative of results to be expected for any other interim periods or for the full year. The information included in these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (“SEC”) on May 28, 2025.

The Accounting Predecessor had historically operated as part of the Parent and not as a standalone entity and had no separate consolidated legal status of existence prior to the Transaction. As such, Informa TechTarget 's condensed consolidated financial statements have been derived from the Parent’s historical accounting records and were presented on a carved-out basis prior to the Transaction.

The consolidated financial statements prior to the Transaction reflect the assets, liabilities, revenues, expenses and cash flows of the businesses included within the Accounting Predecessor. The following considerations have been applied to these unaudited condensed consolidated financial statements prior to the Transaction:

•

All intercompany transactions and balances between the businesses included within the Accounting Predecessor have been eliminated. Transactions and balances with the Parent, or other non-Informa Tech Digital Business entities controlled by the Parent, are classified as related party transactions.

•

To the extent that an asset, liability, revenue or expense is directly associated with the Accounting Predecessor, it is reflected in these unaudited condensed consolidated financial statements. Since the Accounting Predecessor had been part of a wider group of companies controlled by the Parent, the unaudited condensed consolidated financial statements may not reflect the same financing costs had the Accounting Predecessor obtained financing on a standalone basis.

Table of Contents

•

All costs incurred by Informa that are directly attributable to the Accounting Predecessor have been included in these unaudited condensed consolidated financial statements. The costs incurred by the Parent for certain functions and operations that were used by the Accounting Predecessor, including but not limited to executive oversight, finance, treasury, tax, legal, human resources, technology, marketing and other shared services have been allocated using appropriate and consistent allocation methods, including revenue, headcount or other relevant measures. Management of the Parent believes the costs of these services allocated to the Accounting Predecessor have been determined on a reasonable basis but may not reflect the amounts that would have been incurred by the Accounting Predecessor had it been operating on a standalone basis. These cost allocations are discussed further in Note 11. Related Party Transactions.

•

Net Parent deficit, which includes retained earnings, represents the Parent’s historical investment in the Accounting Predecessor, the accumulated net earnings or losses after taxes and the net effect of settled transactions with and allocations from the Parent. All significant transactions between the Accounting Predecessor and the Parent have been included in the accompanying unaudited condensed consolidated financial statements for all reporting periods presented. Transactions with the Parent are reflected in the unaudited condensed consolidated statements of stockholders’ equity (deficit) as net transfers to Parent and in the accompanying unaudited condensed consolidated balance sheets as net Parent deficit. All transactions reflected in net Parent deficit by the Accounting Predecessor in the accompanying unaudited condensed consolidated balance sheets have been considered as financing activities for purposes of the unaudited condensed consolidated statements of cash flows. Effective as of the Acquisition Date, net Parent deficit was converted to Common Stock and Additional Paid-in Capital.

•

The Accounting Predecessor was dependent on the Parent for the majority of its working capital and financing requirements during the financial years presented in these unaudited condensed consolidated financial statements. The Parent uses a centralized approach to managing cash and financing its operations. Transactions between the Parent and the Accounting Predecessor under this approach were treated as related party short-term debt. All cash and cash equivalent balances held by the Accounting Predecessor that are not a part of the centralized cash management approach were legally held by the Accounting Predecessor and included in the unaudited condensed consolidated financial statements.

•

The Accounting Predecessor had intercompany financing arrangements with the Parent (“related party debt”). These related party financing arrangements between the Accounting Predecessor and the Parent have been included in the accompanying unaudited condensed consolidated financial statements for all reporting periods presented. These transactions were settled on the Acquisition Date.

•

The Accounting Predecessor's current and deferred taxes are computed on a separate return basis.

The Accounting Predecessor's condensed consolidated financial statements prior to the Transaction may not be indicative of Informa TechTarget’s financial performance and do not necessarily reflect what its results of operations, financial position and cash flows would have been had Informa TechTarget operated as an independent entity during all the periods presented. The amount of actual costs that may have been incurred if Informa TechTarget were a standalone company would depend on a number of factors, including its chosen organizational structure, which functions were performed by its employees or outsourced and strategic decisions made in areas such as information technology and infrastructure.

Restatement of previously issued financial statements

Informa TechTarget restated its previously issued financial statements as of December 31, 2023 and for the years ended December 31, 2023 and 2022 in its Form 10-K filed with the SEC on May 28, 2025. The restatement included the impact on the previously issued unaudited interim financial information through September 2024. Informa TechTarget has restated its previously issued financial statements for the three and nine months ended September 30, 2024 in this Form 10-Q in accordance with ASC 250, Accounting Changes and Error Corrections. The Company has also restated impacted amounts within the notes to the unaudited condensed consolidated financial statements, as applicable.

In connection with the preparation of its fiscal 2024 condensed consolidated financial statements, the following errors related to previously issued unaudited interim financial statements for the three and nine months ended September 30, 2024 were identified and corrected:

Table of Contents

Customer relationship intangible asset amortization: The Company amortized acquired customer relationship intangible assets on a straight-line basis, as opposed to a method that reflect the pattern of consumption. The correction of this error resulted in an adjustment to increase amortization expense of $2.9 million and $8.6 million for the three and nine months ended September 30, 2024, respectively.

Contingent consideration: The Company identified an error in the fair value of the Industry Dive contingent consideration principally related to the inputs used in the valuation model used to determine the fair value of the Industry Dive contingent consideration in purchase accounting related to its acquisition in September 2022 and the related subsequent fair value valuations of contingent consideration through September 2024. The correction of this error resulted in an increase in the contingent consideration remeasurement gain of $1.6 million and a reduction in the contingent consideration remeasurement loss of $0.1 million recorded for the three and nine months ended September 30, 2024, respectively.

Income tax: The Company recorded the income tax impact of correcting the above errors and other adjustments (described below) for the three and nine months ended September 30, 2024, resulting in a decrease in the income tax benefit of $0.1 million and an increase in the income tax benefit of $3.8 million, respectively.

Other adjustments

In addition to the errors identified above, the Company has corrected other immaterial errors primarily related to revenue adjustments, acquisition-related adjustments, related party related adjustments and general and administrative expenses for credit losses. These other errors are quantitatively and qualitatively immaterial, individually and in the aggregate. However, the Company has corrected these other errors as part of the correction for the material errors described above.

Impact of restatement

The following tables present the as-restated financial statement line items for the unaudited condensed consolidated statement of income (loss) and comprehensive income (loss) for the three and nine months ended September 30, 2024 and unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2024. The amounts in the “As Reported” columns below are amounts derived from the Company’s previously filed unaudited condensed combined financial statements included in the Company's Form 8-K, filed with the SEC on December 6, 2024. The amounts in the “Adjustment” columns present the impact of the adjustments described above. The amounts in the “As Restated” columns are the updated amounts including the impacts of the adjustments identified.

Table of Contents

Unaudited condensed consolidated statement of income (loss) and comprehensive income (loss):


	Three months ended September 30, 2024									Nine months ended September 30, 2024
	As Reported			Adjustment			As Restated			As Reported			Adjustment			As Restated
Revenue	$	62,742		$	130		$	62,872		$	185,020		$	(521	)	$	184,499
Gross profit		38,928			130			39,058			110,536			(521	)		110,015
General and administrative		18,205			160			18,365			53,909			28			53,937
Amortization		8,131			2,877			11,008			24,414			8,624			33,038
Acquisition and integration costs		8,438			350			8,788			38,086			156			38,242
Remeasurement of contingent consideration		(300	)		(1,600	)		(1,900	)		2,363			(99	)		2,264
Total operating expenses		51,648			1,787			53,435			172,559			8,709			181,268
Operating loss		(12,720	)		(1,657	)		(14,377	)		(62,023	)		(9,230	)		(71,253	)
Interest expense on related party loans											(18,554	)		390			(18,164	)
Interest income											4,423			(1,085	)		3,338
Loss before provision of income taxes		(19,339	)		(1,657	)		(20,996	)		(77,515	)		(9,925	)		(87,440	)
Benefit for income taxes		3,682			(116	)		3,566			6,542			3,756			10,298
Net loss		(15,657	)		(1,773	)		(17,430	)		(70,973	)		(6,169	)		(77,142	)
Total comprehensive loss		(29,192	)		(1,773	)		(30,965	)		(82,626	)		(6,169	)		(88,795	)
Net loss per common share:
Basic	$	(0.38	)	$	(0.04	)	$	(0.42	)	$	(1.70	)	$	(0.15	)	$	(1.85	)
Diluted	$	(0.38	)	$	(0.04	)	$	(0.42	)	$	(1.70	)	$	(0.15	)	$	(1.85	)

Unaudited condensed consolidated statement of stockholders’ deficit

Net Parent deficit within the unaudited condensed consolidated statement of stockholders’ equity (deficit) for the three and nine months ended September 30, 2024 was affected by the restated net loss amounts disclosed above as well as the impact of the acquisition and integration costs and other immaterial adjustments to net transfers to Parent.

Unaudited condensed consolidated statement of cash flows:


	Nine months ended September 30, 2024
	As Reported			Adjustment			As Restated
Operating activities:
Net loss	$	(70,973	)	$	(6,169	)	$	(77,142	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		24,817			8,624			33,441
Provision for bad debt		1,107			(457	)		650
Deferred tax provision		(6,542	)		(5,850	)		(12,392	)
Remeasurement of contingent consideration		2,363			(99	)		2,264
Net foreign exchange gain		-			793			793
Changes in operating assets and liabilities:
Accounts receivable		1,994			1,102			3,096
Prepaid expenses and other current assets		(3,564	)		98			(3,466	)
Related party receivables		(235	)		(904	)		(1,139	)
Accrued expenses and other current liabilities		(730	)		457			(273	)
Income tax payable		-			1,479			1,479
Contract liabilities		15,294			(616	)		14,678
Other assets (liabilities)		(329	)		899			570
Net cash used in operating activities	$	(35,004	)	$	(643	)	$	(35,647	)
Financing activities:
Cash pool arrangements with Parent		27,402			(64	)		27,338
Net transfer from Parent		27,159			707			27,866
Net cash provided by financing activities	$	50,368		$	643		$	51,011

Table of Contents

2. Significant Accounting Policies

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Informa TechTarget bases these estimates on historical experience, the current economic environment, and on various other assumptions that are believed to be reasonable under the circumstances. However, uncertainties associated with these estimates exist and actual results may differ from these estimates.

Estimates and underlying assumptions reflected in these unaudited condensed consolidated financial statements are reviewed on an ongoing basis, with changes in estimates recognized in the period in which the estimates are revised and in any future periods affected. Significant estimates include assumptions associated with impairment considerations for goodwill and long-lived assets, estimating the fair value of contingent consideration, allocation of purchase price to intangible assets in business combinations and determining corporate expense allocations.

Impairment of goodwill and long-lived assets

Informa TechTarget evaluates its long-lived assets, including property, equipment, and intangible assets, for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. Goodwill is tested for impairment at least annually, during the fourth quarter, or when events and circumstances indicate an impairment may have occurred.

Among the factors that could trigger an impairment review are a reporting unit’s operating results significantly declining relative to its operating plan or historical performance, competitive pressures, changes in the general markets in which it operates, and sustained declines in the Company's share price. In assessing goodwill for impairment, Informa TechTarget may first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If this assessment concludes that it is more likely than not that the fair value is more than the carrying value of a reporting unit, goodwill is not considered impaired and any quantitative goodwill impairment test is not required to be performed.

If the qualitative impairment assessment concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, Informa TechTarget performs the quantitative goodwill impairment test, which compares the fair value of the reporting unit to its carrying value. During the first, second and third quarters of 2025, the Company identified a sustained decline in the Company's share price which it determined to be a triggering event for the purposes of testing goodwill impairment. Informa TechTarget estimates the fair value of its reporting units primarily using an income approach. In assessing fair value, estimated future cash flows are discounted to their present value using a weighted average cost of capital discount rate.

If the estimated fair value of a reporting unit is less than the carrying value, Informa TechTarget will record an impairment of goodwill for the amount to which the carrying value exceeds fair value. Determination of fair value is based on significant assumptions and estimates, projected cash flows, forecasted revenue growth rates and EBITDA margin, discount rates, net working capital rates, long-term growth rates, tax rates and capital expenditure rates. Upon completion of this quantitative assessment, the Company determined that the goodwill of the Canalys, Industry Dive, Bluefin Legacy and legacy TechTarget reporting units were impaired and recorded a $80.3 million and $921.6 million impairment charge during the three and nine months ended September 30, 2025, respectively.

Informa TechTarget also considers whether there is an expectation that a long-lived asset will be sold or disposed of before the end of its originally estimated useful life. Recoverability of assets held and used is measured by comparing the asset group’s carrying amount and the estimated undiscounted future net cash flows expected to be generated by the asset group. If such evaluation indicates that the carrying amount of the asset group is not recoverable, an impairment loss will be recorded based on the amount by which the carrying value exceeds the fair value. The Company did not identify any impairment of long-lived assets as of September 30, 2025.

See Note 5. Goodwill for further information

Accounts receivable and allowance for credit losses

Accounts receivable are recognized at the amount Informa TechTarget expects to collect, net of allowance for doubtful accounts. The allowance for doubtful accounts is Informa TechTarget’s best estimate of the amount of probable credit losses in its existing accounts receivable. The allowance for doubtful accounts is reviewed on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are written-off against the allowance once all means of collection have been exhausted and the potential for recovery is considered remote.

Table of Contents

Provisions for doubtful accounts are recorded in general and administrative expense.

Payment terms and conditions vary by contract type, although terms generally include a requirement of payment in 30 days. In instances where the timing of revenue recognition differs from the timing of invoicing, Informa TechTarget has determined that its contracts generally do not include a significant financing component. The primary purpose of Informa TechTarget’s invoicing terms is to provide clients with simplified and predictable ways of purchasing products and services, such as invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period, and not to receive financing from clients.


Allowance for credit losses
Balance as of December 31, 2024	$	907
Addition to (release of) provision(1)		410
Write-off(1)		(98	)
Balance as of March 31, 2025	$	1,219
Addition to (release of) provision(1)		723
Write-off(1)		(70	)
Balance as of June 30, 2025	$	1,872
Addition to (release of) provision		142
Write-off		(121	)
Balance as of September 30, 2025	$	1,893

(1) During the three months ended September 30, 2025, the Company determined that amounts previously reported in “Addition to (release of) provision” and “Write-off”, for the three months ended March 31, 2025 and the three months ended June 30, 2025, had been misclassified by immaterial amounts. None of the misclassifications exceeded $0.2 million and ending balances as of quarter-ends were not misstated. The table has been updated to reflect corrected amounts and differs from amounts previously reported. Management has concluded that this misclassification was not material to any previously issued financial statements.


Allowance for credit losses
Balance as of December 31, 2023	$	1,540
Addition to (release of) provision		364
Write-off		(555	)
Balance as of March 31, 2024	$	1,349
Addition to (release of) provision		266
Write-off		(193	)
Balance as of June 30, 2024	$	1,422
Addition to (release of) provision		76
Write-off		(596	)
Balance as of September 30, 2024	$	902

Segment reporting

In applying the criteria set forth in ASC 280, Segment Reporting, Informa TechTarget has determined it operates as a single operating and reportable segment. Informa TechTarget’s Chief Operating Decision Maker ("CODM") is its Chief Executive Officer, who reviews key financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources, and evaluating financial performance.

Net loss per share

Basic income (loss) per share is determined by dividing net income (loss) by the weighted average common shares outstanding during the period. Diluted income (loss) per share is determined by dividing net income (loss) by diluted weighted average shares outstanding during the period. Diluted weighted average shares reflect the dilutive effect, if any, of potential common shares. To the extent their effect is dilutive, employee equity awards and other commitments to be settled in common stock are included in the calculation of diluted net income (loss) per share based on the treasury stock method.

The calculations of basic and diluted net loss per share for the three and nine months ended September 30, 2025 and 2024 are as follows:

Table of Contents


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024
Net loss	$	(76,778	)	$	(17,430	)	$	(998,828	)	$	(77,142	)

Weighted average shares outstanding		71,756,180			41,651,366			71,570,864			41,651,366

Loss per share
Basic:	$	(1.07	)	$	(0.42	)	$	(13.96	)	$	(1.85	)
Diluted:	$	(1.07	)	$	(0.42	)	$	(13.96	)	$	(1.85	)

Prior to the Transactions, Informa TechTarget did not have any shares of common stock outstanding. Accordingly, net loss per share for the three and nine months ended September 30, 2024 have been calculated using the number of shares of Informa TechTarget’s common stock issued to Informa on the closing of the Transaction. When determining net loss per share for the three and nine months ended September 30, 2024, the calculation of weighted average shares outstanding assumes that those shares of Informa TechTarget’s common stock were issued to Informa at the beginning of the year 2024.

In calculating diluted net loss per share, 1.2 million shares related to unvested, restricted stock units were excluded for the three and nine months ended September 30, 2025 because the impact of including these restricted stock units would be anti-dilutive. There were no restricted stock units outstanding for the three and nine months ended September 30, 2024.

Accounting pronouncements issued but not yet effective

The Financial Accounting Standards Board issued the following Accounting Standards Updates (“ASUs”) which are not yet effective:

•

ASU 2023-09 — Income Taxes (Topic 740) — Improvements to Income Tax Disclosures: Requires public entities to disclose specific categories in the effective tax reconciliation, as well as additional information for reconciling items that exceed a quantitative threshold. The ASU also requires all entities to disclose income taxes paid disaggregated by federal, state, and foreign taxes and further disaggregated for specific jurisdictions that exceed 5% of total income taxes paid, among other expanded disclosures. ASU 2023-09 is effective for annual reporting beginning in 2025. Informa TechTarget is currently evaluating the impact this ASU will have on its consolidated financial statements, but does not expect it to have a material impact on Informa TechTarget’s consolidated results.

•

ASU 2024-03 — Disaggregation of Income Statement Expenses (Subtopic 220-40): Requires disaggregated disclosure, in the notes to the financial statements, of prescribed categories of expenses within relevant income statement captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The new standard may be applied either on a prospective or retrospective basis. Informa TechTarget is currently evaluating the impact this ASU will have on its consolidated financial statements, but does not expect it to have a material impact on Informa TechTarget’s consolidated results.

•

ASU 2025-06 - Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Modernizes the guidance for accounting for internal-use software costs by eliminating references to specific project development stages and establishing new capitalization criteria based on management commitment and probability of completion. The ASU clarifies that significant development uncertainty exists only when there is uncertainty about performance requirements or the entity's ability to complete the software. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and interim periods within fiscal years beginning after December 15, 2028. Early adoption is permitted. The new standard may be applied either on a prospective or retrospective basis. Informa TechTarget is currently evaluating the impact this ASU will have on its consolidated financial statements.

Table of Contents

3. Revenues

Disaggregation of revenue

Revenues by Categories:


	For the Three Months Ended				For the Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Marketing, advertising services, and sponsorship	$	90,043	$	35,511	$	249,460	$	105,327
Intelligence subscription services		19,146		18,807		57,674		56,677
Advisory services		12,884		8,169		38,544		21,873
Exhibitor and attendee		213		385		438		622
Total revenue	$	122,286	$	62,872	$	346,116	$	184,499

During each of the three and nine months ended September 30, 2025 and 2024, no individual customer accounted for 10% or more of total revenues and no customer represented 10% or more of total accounts receivable.

Contract liabilities

Total contract liabilities as of December 31, 2024 were $44.8 million, of which $5.9 million and $38.5 million was recognized as revenue during the three and nine months ended September 30, 2025, respectively.

Long-lived assets by geographic area

Long-lived assets, excluding intangible assets and goodwill, by geographic area are detailed below:


	As of
	September 30, 2025		December 31, 2024
United States	$	11,728	$	14,304
United Kingdom		945		2,184
Japan		1,152		1,454
China		1,043		1,301
Rest of World		1,176		1,285
Total	$	16,044	$	20,528

No individual country outside of the United States accounted for 10% or more of Informa TechTarget’s long-lived assets as of September 30, 2025. No individual country outside of the United States and the United Kingdom accounted for 10% or more of Informa TechTarget’s long-lived assets as of December 31, 2024.

Table of Contents

4. Fair Value Measurements

Fair value of assets and liabilities

Cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities payable within one year are carried at cost, which approximates fair value due to their short-term nature. The only financial instruments measured at fair value are short-term investments and the Notes (as defined below). The fair value of these financial assets and liabilities was determined based on three levels of input as follows:

•

Level 1. Quoted prices in active markets for identical assets and liabilities;

•

Level 2. Observable inputs other than quoted prices in active markets; and

•

Level 3. Unobservable inputs.

Informa TechTarget does not have material financial instruments that were measured at fair value as of September 30, 2025. The following table presents the financial instruments that were measured at fair value as of December 31, 2024:


	As of December 31, 2024
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value Measurements
Assets:
Pooled bond funds	$	—	$	77,705	$	—	$	77,705
Total short-term investments	$	—	$	77,705	$	—	$	77,705
Liabilities:
2025 Notes	$	—	$	3,030	$	—	$	3,030
2026 Notes		—		412,660		—		412,660
Total Notes	$	—	$	415,690	$	—	$	415,690

All level 2 investments are priced using observable inputs, such as quoted prices in markets that are not active and yield curves.

The fair value of the Notes was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the Notes in an over-the-counter market (Level 2).

The convertible senior notes due December 15, 2025 (the “2025 Notes”) and the convertible senior notes due December 15, 2026 (the “2026 Notes” and, together with the 2025 Notes, the “Notes”) were governed by indentures originally between Former TechTarget, as issuer, and U.S. Bank, National Association, as trustee (together, the “Indentures”). Informa TechTarget assumed all of Former TechTarget's rights and obligations under the Indentures in connection with the Merger. The Notes are unsecured and rank senior in right of payment to Informa TechTarget’s future indebtedness that is expressly subordinated in right of payment to the Notes and equal in right of payment to Informa TechTarget’s unsecured indebtedness that is not so subordinated.

Table of Contents

5. Goodwill

The following table represents a roll forward of goodwill balances:


Balance as of December 31, 2024	$	973,398
Impairment		(459,100	)
Effect of exchange rate changes		1,212
Balance as of March 31, 2025	$	515,510
Impairment		(382,248	)
Effect of exchange rate changes		1,716
Balance as of June 30, 2025	$	134,978
Additions	$	1,030
Impairment		(80,252	)
Effect of exchange rate changes		(312	)
Balance as of September 30, 2025	$	55,444

As of September 30, 2025, the gross carrying amount and accumulated impairment losses of goodwill were $1.2 billion and $1.1 billion, respectively.

Goodwill impairment test

Informa TechTarget tests whether goodwill is impaired at least annually, during the fourth quarter, or when events and circumstances indicate an impairment may have occurred (a “triggering event”). The Company identified a sustained decline in share price during the first, second and third quarters of 2025 that, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, constituted an impairment triggering event for all reporting units. Accordingly, Informa TechTarget performed a quantitative goodwill impairment assessment on its reporting units using the following key assumptions in the fair value calculations:

•

Projected cash flows: Management used a two-stage valuation approach to project impairment test cash flows, which included key assumptions of forecasted revenue growth rate and EBITDA margin. Forecasts for the first stage and second stage include management expectations of Informa TechTarget's financial performance with key assumptions of forecasted revenue growth rate and EBITDA margin and represent the best estimate of the future performance of the relevant reporting units. The first stage consisted of approved projected financial information for a period of three years, followed by a steady state period of long-term growth. Forecasts for the second stage are based on determining the Company’s terminal value, which is the value of the business beyond the discrete forecast period and was estimated using the H‑Model. The H‑Model is typically applied to a subject company where the explicit forecast period reflects the company’s earlier stage of development. The H‑Model is a two‑stage growth model with an initial high‑growth rate stage, followed by a perpetual normalized growth stage. The growth rate in the initial high growth phase was set equal to the revenue growth rate in the reporting unit’s final discrete period, and declines linearly over a 3 year period to reach the stable growth rate in the long‑term.

•

Discount rate: A post-tax discount rate using a weighted average cost of capital methodology. For the cost of debt, Informa TechTarget considered market rates, based on entities with a comparable credit rating. The cost of equity is calculated using the Capital Asset Pricing Model methodology. The discount rates include appropriate risk premiums to reflect additional risks of the specific reporting units being tested.

•

Long-term growth rate: Long-term growth rates are based on external factors such as long-term Consumer Price Index rates and external market reports for the main geographic markets in which each reporting unit operates. Long-term growth rates have not been risk adjusted to reflect any of the business uncertainties noted above, as these uncertainties are already reflected in the discount rates used.

•

Tax rate: The tax rate is based on external reports of the weighted-average corporate tax rates for the main geographic markets in which each reporting unit operates.

•

Net working capital rate: The net working capital rate is based on the market participant level of cash free net working capital, and a comparison of guideline public companies.

•

Capital expenditures rate: The capital expenditures rate is based on the Company’s historical depreciation expense.

Table of Contents

These estimates can be affected by several factors, including general economic, industry, and regulatory conditions; the risk-free interest rate environment; and Informa TechTarget's ability to achieve its forecasted operating results.

During the three months ended September 30, 2025, Informa TechTarget recognized impairment charges related to its Canalys, Industry Dive, NetLine and Bluefin Legacy reporting units of $6.7 million, $28.1 million, $13.3 million, and $32.2 million, respectively. During the nine months ended September 30, 2025, Informa TechTarget recognized impairment charges related to its Canalys, Industry Dive, NetLine, Bluefin Legacy and legacy TechTarget reporting units of $41.9 million, $243.4 million, $27.6 million, $172.0 million and $436.7 million, respectively. After the impairments, the Canalys, Industry Dive, NetLine, Bluefin Legacy and legacy TechTarget reporting units had remaining goodwill of $10.0 million, $25.7 million(1), $13.9 million, $5.8 million and $0.0 million, respectively.

Throughout the remainder of the fiscal year 2025, the Company will continue to monitor relevant facts and circumstances, including any future declines in its stock price, along with other qualitative considerations, if any, including the continued impact from the conditions in the macroeconomic environment. As a result, the Company may be required to record additional goodwill impairment charges. While management cannot predict if or when additional goodwill impairments may occur, future goodwill impairments could have material adverse effects on the Company's results of operations and financial condition.

Fair value assessments of a reporting unit are considered a Level 3 measurement due to the significance of unobservable inputs used in their estimate. For the three months ended September 30, 2025, the discount rate used in the impairment test for the reporting units ranged from 17.0% to 18.0%. For the three months ended June 30, 2025, the discount rate used in the impairment test for the reporting units ranged from 14.0% to 15.0%. For the three months ended March 31, 2025, the discount rate used in the impairment test for the reporting units ranged from 10.0% to 12.0%. For both the three and nine months ended September 30, 2025, the long-term growth rate used in the impairment tests was 3.0%.

(1) There was an immaterial typographical footnote only error in the Company's Form 10-K for the year ended December 31, 2024, as filed with the SEC on May 28, 2025, where the December 31, 2024 ending carrying value of goodwill of the Industry Dive reporting unit was reported at $186.1 million instead of $269.1 million.

Table of Contents

6. Business Combination

2025 Acquisition

During the three months ended September 30, 2025, the Company acquired certain assets and liabilities of Tech Research Pty Ltd and Tech Research Asia (collectively “TRA”) for a purchase price of $1.9 million, comprising $1.3 million of cash and contingent consideration with an estimated fair value of $0.6 million, and has included the financial results of TRA in its consolidated financial statements from August 1, 2025, the date of acquisition. The transaction was not material to the Company and the costs associated with the acquisition were not material. The Company accounted for the transaction as a business combination under ASC 805 - Business Combinations. In allocating the purchase consideration based on estimated fair values, the Company recorded $1.0 million of goodwill, and $0.9 million of net assets including intangible assets of $0.9 million. The goodwill is not deductible for tax purposes. The pro forma impact of the acquisition was not material to the Company's historical unaudited interim condensed consolidated operating results and is therefore not presented.

2024 Acquisition

As described in Note 1. Business Overview and Basis of Presentation, in January 2024, Informa TechTarget entered into the Transaction Agreement and closed the Merger on December 2, 2024. The acquisition positions the Company as a leading provider of data driven marketing analytics, sales enablement solutions, advisory services, and events for the enterprise technology and technology enabled vertical markets. It also provides the Company with greater product diversification through the addition of research brands that provide annual subscription revenue paid in advance as well as revenue from ad-hoc consulting projects.

In accordance with the Transaction Agreement, Informa TechTarget paid each Former TechTarget shareholder as consideration for one share of common stock of Former TechTarget (i) one share of Company common stock and (ii) cash consideration of approximately $11.70 per share of Former TechTarget common stock. The total purchase price paid for Former TechTarget was $951.4 million.

The following table summarizes the allocation of the purchase price to the fair values assigned to assets acquired and liabilities assumed as of closing of the Transaction.

Table of Contents


	TechTarget
Assets acquired
Cash and cash equivalents	$	276,656
Short-term investments		77,539
Accounts receivable		37,604
Prepaid taxes		3,130
Prepaid expenses and other current assets		5,475
Property and equipment		2,800
Intangible assets		575,000
Operating lease assets with right-of-use		12,268
Other assets		650
Total assets acquired	$	991,122

Liabilities assumed
Accounts payable	$	8,073
Convertible senior notes		413,570
Current operating lease liabilities		3,113
Accrued expenses and other current liabilities		18,633
Accrued compensation expenses		3,334
Income taxes payable		4,278
Contract liabilities		16,411
Non-current operating lease liabilities		12,195
Deferred tax liabilities		124,398
Other liabilities		325
Total liabilities assumed	$	604,330
Net assets acquired	$	386,792
Goodwill		564,657
Total consideration	$	951,449

7. Intangible Assets

The following tables set forth the information for intangible assets subject to amortization:


			As of September 30, 2025
	Weighted average remaining useful life (years)		Gross Carrying Amount		Accumulated Amortization			Net
Brands and trademarks	13.91		$	174,478	$	(32,491	)	$	141,987
Customer relationships database		14.36		610,703		(130,640	)		480,063
Intellectual property	6.19			159,993		(58,593	)		101,400
Developed technology		1.67		527		(309	)		218
Internal-use software		3.27		33,497		(10,644	)		22,853
Total intangible assets			$	979,198	$	(232,677	)	$	746,521

Table of Contents


			As of December 31, 2024
	Weighted average remaining useful life (years)		Gross Carrying Amount		Accumulated Amortization			Net
Brands and trademarks	14.66		$	174,423	$	(24,493	)	$	149,930
Customer relationships database		15.10		608,758		(86,121	)		522,637
Intellectual property	6.79			158,868		(37,240	)		121,628
Developed technology		0.72		1,226		(1,006	)		220
Internal-use software		3.97		21,920		(7,603	)		14,317
Total intangible assets			$	965,195	$	(156,463	)	$	808,732

Amortization expense for intangible assets was $25.8 million and $77.4 million during the three and nine months ended September 30, 2025, respectively, and $11.2 million and $33.4 million during the three and nine months ended September 30, 2024, respectively. Informa TechTarget capitalized internal-use software of $3.9 million and $12.4 million during the three and nine months ended September 30, 2025, respectively, and $1.2 million and $4.6 million during the three and nine months ended September 30, 2024, respectively.

Future expected amortization expense as of September 30, 2025 is as follows:


Years Ending December 31:	Amortization Expense
2025 (October 1 - December 31)	$	25,521
2026		100,666
2027		91,479
2028		81,550
2029		76,376
Thereafter		370,929
	$	746,521

8. Convertible Notes and Credit Facility

Convertible Notes

Upon the Merger, the Company assumed Former TechTarget's convertible notes, which were comprised of $3.0 million principal amount of outstanding 2025 Notes and $414.0 million principal amount of outstanding 2026 Notes.

On January 24, 2025, Informa TechTarget completed the repurchase of substantially all of its 2025 Notes and 2026 Notes using proceeds of borrowings under the Credit Facility (as defined below), together with cash on hand and cash from the liquidation of short-term investments. Upon repurchase, Informa TechTarget paid approximately $417.0 million principal amount outstanding together with an immaterial amount of accrued interest on the 2025 Notes.

Informa revolving Credit Facility

Informa TechTarget has a $250.0 million unsecured five-year revolving Credit Facility with Informa Group Holdings Limited, an affiliate of Informa, as administrative agent, and the lenders from time to time party thereto (the “Credit Facility”). Amounts may be drawn under the Credit Facility from and including December 20, 2024, to the earlier of December 2, 2029, and the termination of the commitments thereunder, if applicable. Up-front lender fees and debt issuance costs were capitalized and included in prepaid expenses and other current assets and are amortized straight-line over the availability period. Recurring fees incurred, as noted below, are expensed as incurred.

When drawn, Informa TechTarget has the right to elect the interest rate with respect to such borrowings at either an alternate base rate (“ABR”) or the secured overnight financing rate (“SOFR”) plus an interest rate margin based on Informa TechTarget’s Consolidated Total Net Leverage Ratio. Further, Informa TechTarget retains the right to vary the interest rate of drawn borrowings between ABR and SOFR, and the interest rate may automatically be converted upon the occurrence of certain events. The interest rate margin varies from 1.50% to 2.00% for ABR borrowings and 2.50% to 3.00% for SOFR borrowings.

Table of Contents

The Credit Facility involves customary funding fees and commitment fees, which range from 0.30% to 0.50% based on the amount of average daily unused commitments thereunder.

Borrowings under the Credit Facility may be prepaid by Informa TechTarget at any time without premium or penalty. Amounts drawn and repaid may be reborrowed. Informa TechTarget may be required to prepay borrowings under the Credit Facility upon an Event of Default (as defined within the Credit Facility) or if borrowings thereunder exceed the commitment amount. Additionally, upon the occurrence and continuance of an Event of Default, overdue payments accrue interest at the rate initially applicable thereto plus default interest of 2.00%.

Borrowings under the Credit Facility are unsecured. The Credit Facility is guaranteed by Informa TechTarget’s existing and future material wholly-owned domestic subsidiaries, including Former TechTarget, subject to customary exceptions. The Credit Facility contains customary representations, warranties, events of default, and affirmative and negative covenants, including the requirement to maintain a Consolidated Total Net Leverage Ratio of 3.00 to 1.00 or less (subject to certain adjustments) and a Consolidated Interest Coverage Ratio of at least 3.00 to 1.00.

As of September 30, 2025, Informa TechTarget had $120.0 million drawn in revolving loans under the Credit Facility. Informa TechTarget paid down $15.0 million in revolving loans under the Credit Facility during the nine months ended September 30, 2025. There was no amount of revolving loans under the Credit Facility as of December 31, 2024.

9. Restructuring Costs

During the three months ended September 30, 2025, the Company implemented a restructuring and workforce reduction program (the “Restructuring Plan”) designed to improve operational efficiency and reduce costs. The program included both voluntary and involuntary employee terminations, as well as modifications to equity awards for certain affected employees. The accounting treatment of severance benefits and related expenses was determined based on the nature of the termination arrangement and the applicable accounting guidance.

The following table represents a roll forward of Restructuring costs:


	Compensation and Benefits			Restricted Stock Units
Balance as of June 30, 2025	$	—		$	—
Expenses		8,115			4,297
Payments		(2,883	)		(4,297	)
Balance as of September 30, 2025	$	5,232		$	—

The Company recognized restructuring charges of $12.4 million during the three months ended September 30, 2025, of which $4.3 million related to acceleration of vesting and modification of restricted stock units (“RSUs”), and $8.1 million related to other compensation and benefits. These charges are presented as “Restructuring costs” in the unaudited condensed consolidated statements of income (loss) and comprehensive income (loss) for the three and nine months ended September 30, 2025. Of the $8.1 million in other compensation and benefits, approximately $2.9 million was paid to employees during the three months ended September 30, 2025 and $5.2 million remained accrued as of September 30, 2025.

As part of the severance arrangements, certain employees received accelerated vesting of RSUs. Additionally, certain RSUs were deemed to have been modified. The Company measured the incremental fair value of the modified awards on the modification date using appropriate valuation techniques. The Company recognized $4.3 million in net incremental compensation expense related to these accelerations and modifications during the three months ended September 30, 2025.

In total, the Company is expected to incur approximately $11.2 million in other compensation and benefits and approximately $4.3 million related to acceleration of vesting and modification of RSUs related to the Restructuring Plan.

10. Stock-Based Compensation

2017 Stock Option and Incentive Plan

The TechTarget, Inc. 2017 Stock Option and Incentive Plan (the “2017 Plan”) became effective June 16, 2017. In connection with the Merger, the Company assumed the 2017 Plan, and 949,300 unvested restricted stock units outstanding immediately prior to the Merger were converted into 1,492,858 unvested restricted stock units of the Company. Each restricted stock unit is subject to the same terms and conditions as prior to the Merger and grants vest in equal tranches over a three-year period. Shares of stock underlying awards of restricted stock units are not issued until the units vest.

Table of Contents

No new awards may be granted under the 2017 Plan; however, 676,224 shares of common stock remain available for issuance under the 2017 Plan in connection with restricted stock units previously awarded under the 2017 Plan.

2024 Incentive Plan

In September 2024, Former TechTarget’s board of directors, as well as the Company’s then current board of directors, approved the 2024 Incentive Plan (the “2024 Plan”), which was approved by the stockholders of Former TechTarget in conjunction with their approval of the Merger agreement and became effective on the Acquisition Date. On December 2, 2024, 6,366,171 shares of Informa TechTarget’s common stock were reserved for issuance under the 2024 Plan and, generally, shares that are forfeited or canceled from awards under the 2024 Plan also will be available for future awards. Under the 2024 Plan, Informa TechTarget may grant restricted stock and restricted stock units, non-qualified stock options, stock appreciation rights, performance awards, and other stock-based and cash-based awards. Grants vest in equal annual tranches over a three-year period. Shares of stock underlying awards of restricted stock units are not issued until the units vest. The 2024 Plan further provides that, in the event any dividends or dividend equivalents are declared with respect to restricted stock, restricted stock units, other stock-based awards and performance awards, such dividends or dividend equivalents would be subject to the same vesting and forfeiture provisions as the underlying award. There are a total of 605,204 shares of common stock that remain subject to outstanding stock-based grants under the 2024 Plan as of September 30, 2025. A further 5,747,409 shares of common stock remain available for issuance for future awards under the 2024 Plan as of September 30, 2025.

2024 Employee Stock Purchase Plan

In September 2024, Former TechTarget’s board of directors adopted the TechTarget, Inc. 2024 Employee Stock Purchase Plan (the “ESPP” and, together with the 2017 Plan and the 2024 Plan, the “Informa TechTarget Plans”), which became effective on the Acquisition Date, at which time 1,400,000 shares of Informa TechTarget’s common stock were reserved for issuance under the ESPP.

Informa incentive plans

Certain employees of Informa TechTarget were and continue to be eligible to participate in the following plans issued by Informa: the Long-Term Incentive Plan (“LTIP”), ShareMatch, and the US Employee Share Purchase Plan (“Informa ESPP”) (collectively, the “Parent Plans”). All current grants of share awards are made under the Parent Plans. As Informa TechTarget participates in but is not the sponsoring entity of these Parent Plans, no shares for these Parent Plans have been allocated to Informa TechTarget.

Accounting for stock-based compensation prior to the Merger

Prior to the Merger, Informa TechTarget had no stock-based compensation plans; however, certain of its employees are eligible to participate in the Parent Plans. All current grants of share awards are made under the Parent Plans. As Informa TechTarget participates in but is not the sponsoring entity of these Parent Plans, no shares have been allocated to Informa TechTarget.

Stock-based compensation expense is recognized based on the Informa TechTarget’s cost of the awards under ASC 718, Compensation — Stock Compensation. All awards granted under these Parent Plans are based on the Parent’s common stock and are not indicative of the results that Informa TechTarget would have incurred as a separate and independent business for the periods presented.

The stock-based compensation expense attributable to Informa TechTarget is based on the awards and terms previously granted under the Parent Plans to Informa TechTarget’s employees and an allocation of the Parent’s corporate and shared functional employee stock-based compensation expenses.

Accounting for stock-based compensation subsequent to the Merger

Subsequent to the Merger, stock-based compensation expense is recognized based on Informa TechTarget's cost of the awards under ASC 718, Compensation — Stock Compensation. All awards granted under these Informa TechTarget Plans or the Parent Plans are based on either Informa TechTarget's or the Parent’s common stock, depending on the plan under which the awards were granted and are not indicative of the results that Informa TechTarget would have incurred as a separate and independent business for the periods presented through the Acquisition Date. The Company applied an estimated annual forfeiture rate based on historical averages in determining the expense recorded in each period.

The stock-based compensation expense attributable to Informa TechTarget is based on the awards and terms previously granted under the given Parent Plan or Informa TechTarget Plan. Informa TechTarget's stock-based compensation is based on direct awards employees or an allocation of the Parent’s corporate and shared functional employee stock-based compensation expenses.

Table of Contents

Stock options

The Company uses the Black-Scholes option pricing model to calculate the grant date fair value of an award.

The expected volatility of options granted has been determined using a weighted average of the historical volatility of the Company’s common stock for a period equal to the expected life of the option. The expected life of options has been determined utilizing the “simplified” method. The risk-free interest rate is based on a zero coupon U.S. treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. The Company applied an estimated annual forfeiture rate based on historical averages in determining the expense recorded in each period.

A summary of the stock option activity under the Company's plans for the nine months ended September 30, 2025 is presented below:


Year-to-Date Activity	Options Outstanding		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term in Years		Aggregate Intrinsic Value (1)
Options outstanding at December 31, 2024		—		—		—
Granted		25,000	$	8.70		—
Exercised		—	$	—		—	$	—
Forfeited		—	$	—		—
Cancelled		—	$	—		—
Options outstanding at September 30, 2025		25,000	$	8.70	$	9.81	$	—
Options exercisable at September 30, 2025		—	$	—	$	—	$	—
Options vested or expected to vest at September 30, 2025		23,468	$	8.70	$	9.81	$	—

(1)

As of September 30, 2025 our outstanding stock options were out-of-the-money, meaning the market price of our common stock was less than the options' exercise price. These options have an intrinsic value of zero.

Restricted stock unit (RSU) awards

Restricted stock unit awards are valued at the market price of a share of Informa TechTarget’s common stock on the date of the grant. A summary of the restricted stock unit award activity under Informa TechTarget’s plans for the nine months ended September 30, 2025 is presented below:


	Shares			Weighted- Average Grant Date Fair Value Per Share		Aggregate Intrinsic Value
Nonvested outstanding at December 31, 2024		1,463,601		$	31.48	$	29,008,572
Granted		580,136			6.81
Vested		(755,907	)		31.29
Forfeited		(49,488	)		31.54
Nonvested outstanding at September 30, 2025		1,238,342		$	20.04	$	7,194,767

The total grant-date fair value of RSU awards that vested during the nine months ended September 30, 2025 was $23.6 million.

As of September 30, 2025, there was $22.5 million of total unrecognized compensation expense related to stock options and RSU, which is expected to be recognized over a weighted average period of 2.22 years.

11. Income Taxes

The Company measures its interim period tax expense using an estimated annual effective tax rate and adjustments for discrete taxable events that occur during the interim period. The estimated annual effective income tax rate is based upon the Company’s estimations of annual pre-tax income, the geographic mix of pre-tax income, and its interpretations of tax laws.

Table of Contents

The Company updates the estimate of its annual effective tax rate at the end of each quarterly period. The Company recorded an income tax benefit of $33.0 million and an income tax benefit of $26.2 million for the three and nine months ended September 30, 2025, respectively. The Company recorded an income tax benefit of $3.6 million and an income tax benefit of $10.3 million for the three and nine months ended September 30, 2024, respectively. The tax benefit for the three months ended September 30, 2025 increased by approximately $29.4 million, as compared to the same period in 2024, primarily due to a non-deductible goodwill impairment charge and geographic mix of earnings in the three months ended September 30, 2025. The tax benefit for the nine months ended September 30, 2025 increased by approximately $15.9 million, as compared to the same period in 2024, primarily due to a non-deductible goodwill impairment charge and geographic mix of earnings in the nine months ended September 30, 2025. Due to the Company's history of impairments, the effect of the non-deductible goodwill impairment has not been treated as a discrete item in the three and nine months ended September 30, 2025.

On July 4, 2025, the United States passed budget reconciliation bill H.R. 1 referred to as the One Big Beautiful Bill (“OBBB”). The OBBB contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. ASC 740, Income Taxes requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. While these changes did not have a significant impact to the annual effective tax rate, the Company expects that U.S. cash taxes will decrease in 2025 as a result of the new legislation.

12. Related Party Transactions

Corporate expense allocations

The amounts of related party expenses allocated to Informa Tech Digital Business from the Parent and its subsidiaries for the three and nine months ended September 30, 2024 were $8.9 million and $25.8 million, respectively, and are recognized in general and administrative expenses in the unaudited condensed consolidated statements of income (loss) and comprehensive income (loss). There were no such expense allocations for the three and nine months ended September 30, 2025.

Further, for the three and nine months ended September 30, 2024, the Parent incurred $5.5 million and $32.5 million of costs related to the Transactions described in Note 1 – Business Overview and Basis of Presentation.

Revenue and other transactions entered into in the ordinary course of business

Informa TechTarget enters into revenue arrangements in the ordinary course of business with the Parent and its affiliates, which resulted in recording revenue of $0.3 million and $0.8 million during the three and nine months ended September 30, 2025, respectively, and $0.1 million and $0.2 million during the three and nine months ended September 30, 2024, respectively. The cost of revenues related to these sales between Informa TechTarget and the Parent were $0.2 million and $0.8 million during the three and nine months ended September 30, 2025, respectively, and $0.0 million and $0.1 million during the three and nine months ended September 30, 2024, respectively.

Revolving line of credit

On December 2, 2024, Informa TechTarget entered into a related party loan arrangement with the Informa Group Holdings Limited, which provides Informa TechTarget with a $250.0 million unsecured five-year revolving Credit Facility, which has been drawn upon as of September 30, 2025. Informa TechTarget has paid $1.9 million in certain fees related to the Credit Facility, which have been capitalized and included in other non-current assets. Amortization of these commitment fees into interest expense was $0.1 million and $0.3 million for the three and nine months ended September 30, 2025, respectively.

Interest income and interest expense

Interest income and interest expense on debt financing and cash pooling arrangements are recorded within interest income and interest expense on related party debt, respectively, within the accompanying unaudited condensed consolidated statements of income (loss) and comprehensive income (loss) as follows:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2025		2024		2025		2024
Interest income on related party loans receivable	$	—	$	1,327	$	—	$	3,190
Interest expense on related party debt	$	2,439	$	5,761	$	7,067	$	18,164

Table of Contents

The accrued interest expense related to long-term debt to Parent was $0.4 million as of September 30, 2025, and is recorded in related party payables within the accompanying unaudited condensed consolidated balance sheets.

Related party receivables and payables

Informa TechTarget has receivables and payables with the Parent arising from transactions entered into in the ordinary course of business with the Parent, such as related party sales, shared and corporate cost recharges, including payroll and employee related costs, acquisition and integration costs and central operating costs.

Related party receivables and payables are recorded in the accompanying unaudited condensed consolidated balance sheets as follows:


	As of
	September 30, 2025		December 31, 2024
Related party receivable	$	11,372	$	2,900
Related party payables	$	12,171	$	4,795

Settlement patterns of related party payables vary from transaction to transaction and are repaid on a non-routine basis. Changes in related party receivables and payables are presented in operating activities in the unaudited condensed consolidated statement of cash flows.

Service Agreements

In connection with the Merger, Informa TechTarget entered into a transitional service agreement with Informa Group Limited to receive certain business support services for generally up to 18 months after the closing for an initial monthly fee which approximated $2.0 million and decreases over the course of the agreement. These services include, but are not limited to, IT services, accounting & financial services, HR & payroll services, property services, and business support services. In connection with the Merger, Informa TechTarget also entered into various arrangements with employees of the Parent and its subsidiaries to perform services for Informa TechTarget under a secondment arrangement. For the three and nine months ended September 30, 2025, Informa TechTarget had incurred $4.8 million and $14.7 million, respectively, for these transitional and secondment services, which are classified within general and administrative expenses. For the three and nine months ended September 30, 2025, the Company incurred related party acquisition and integration costs in the amount of $0.9 million and $20.3 million, respectively. As of September 30, 2025, $11.8 million has yet to be settled and is classified within related party payables.

In connection with the Merger, Informa TechTarget entered into a reverse transitional service agreement with Informa Group Limited to provide property services to the Parent for a fixed monthly fee. For the three and nine months ended September 30, 2025, activities related to this service were $0.1 million and $0.3 million, respectively. Additionally, the Parent collects receivables from our customers on our behalf. As of September 30, 2025, $11.4 million related to these transitional service transactions and receivable collections has yet to be settled and is classified within related party receivables.

13. Segments

Informa TechTarget has determined it operates as a single operating and reportable segment. The Company generates revenue by providing market insight and market access to the technology market, including enterprise technology, artificial intelligence, channel, cybersecurity, media & entertainment, and service providers.

The CODM is the Chief Executive Officer. The CODM is the highest level of management responsible for assessing the Company’s overall performance, and making operational decisions such as resource allocations related to operations, product prioritization, and delegations of authority. The CODM has determined that the Company operates in a single operating and reportable segment. The accounting policies of this segment are the same as those described in the summary of significant accounting policies. The CODM’s assessment of performance and allocation of resources for the operating segment is based on consolidated net income. The CODM uses net income to evaluate income generated from the segment assets in deciding whether to reinvest profits into the segment or for acquisitions or to pay dividends. The CODM also uses net income in competitive analysis by benchmarking to the Company’s competitors. The measure of segment assets is reported on the balance sheet as total consolidated assets. There is no expense or asset information that is supplemental to those disclosed in these unaudited condensed consolidated financial statements and that is regularly provided to the CODM.

Significant expenses are presented on the unaudited condensed consolidated statement of income (loss) and comprehensive income (loss), which is regularly reviewed by the CODM. In addition, the CODM is regularly provided with direct staff costs as a significant expense, which was $70.4 million and $207.2 million for the three and nine months ended September 30, 2025, respectively, excluding costs related to the Restructuring Plan, and $38.8 million and $105.7 million for the three and nine months ended September 30, 2024, respectively.

Table of Contents

14. Subsequent Events

Corporate headquarters’ lease renewal:

On October 21, 2025, Informa TechTarget entered into an Amended and Restated Lease Agreement (the " Lease Agreement"), which amends the lease for the Company's corporate headquarters at 275 Grove Street, Newton, Massachusetts (the "275 Grove Street premises"). Pursuant to the Lease Agreement, the premises will be relocated and reduced from approximately 68,014 square feet to approximately 34,289 square feet, with the new term expiring ten years from the relocation date, which is expected to occur on or before May 1, 2026.

Commencing on the relocation date, the annual base rent for the 275 Grove Street premises will be approximately $1.1 million, subject to annual increases up to $1.5 million through the ten year lease term. For the period prior to the relocation date, the annual base rent is approximately $3.2 million. Pursuant to the terms set forth in the Lease Agreement, the Company is required to pay a reduction fee of $5.5 million and will receive a relocation allowance of approximately $1.5 million.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors including those discussed below and elsewhere in this Quarterly Report on Form 10-Q, in our Annual Report on Form 10-K for the year ended December 31, 2024 under Part I, Item 1A, “Risk Factors,” and in the other documents we file with the SEC. Please refer to "Cautionary Note Regarding Forward-Looking Statements” on page 44 of this Quarterly Report on Form 10-Q.

Overview

Background

Informa TechTarget, together with its subsidiaries, is a leading B2B growth accelerator, informing and influencing technology buyers and sellers globally.

Following a period of expansion, the specialist technology research business of Informa TechTarget is now among the largest providers of these services. Informa TechTarget employs expert analysts to create data-driven intelligence products and advisory services for product managers, corporate strategists and the C-suite, challenging market strategies, sharpening product roadmaps and accelerating time to market and revenue.

Omdia, Industry Dive, NetLine, Canalys and Wards and Former TechTarget are important components of Informa TechTarget. These products or businesses and their portfolio of digital media brands inform, educate and influence tech buyers, creating engaged, specialist audiences and deliver first party data records. As of September 30, 2025, our business had more than 56.4 million registered members and users of our own media brands.

Targeted access to these specialist audiences is provided through a growing range of data-driven digital products and services that are designed to deliver highly qualified leads, demand generation and buyer intent to technology vendors, connecting them with the right buyers at the right time to maximize return on investment and accelerate growth.


Selected Informa TechTarget brands
Specialist B2B Content: Intelligence & Advisory Brands	Specialist B2B Buyer Content: Brand & Content Brands	B2B Buyer Intent & Demand Brands
Omdia by Informa TechTarget	Industry Dive	NetLine
Canalys	Information Week
Wards Intelligence	Light Reading
Enterprise Strategy Group	AI Business

Industry background and trends

Informa TechTarget sits at the intersection of tech and B2B marketing, each dynamic innovative markets in its own right, with what management believes are compelling structural growth drivers. This provides a strong underpin to the long-term growth ambitions of Informa TechTarget.

Technology transcends all aspects of daily life and work. Enterprise technology, incorporating software and hardware systems used by large organizations for anything from customer relationship management to networking and cyber security, is central to operating effectively and efficiently. The pace of innovation and change is rapid, creating a constant cycle of investment to enhance, upgrade and replace technology.

For Informa TechTarget, investment in innovation and growth in research and development (“R&D”) budgets provide a leading indicator of demand for its products and services. This growth in technology-related R&D is driving a new wave of investment and innovation, enhancing existing products and inspiring the next generation of products and services.

Over time, the scale of technology purchasing, particularly enterprise technology, has grown in size, resulting in B2B buying behavior becoming more complex. This complexity has led to longer sales cycles as more research is undertaken on purchasing technology products and platforms.

Typically, large technology decisions will involve a number of people across an organization from technology professionals to CIOs, CFOs and often CEOs. This research takes many forms, with an increasing amount conducted online, including by reading specialist content, reviews, information, product profiles and bespoke research, as well as through webinars and online discussions.

Table of Contents

The majority of the B2B buyer journey is now completed before a buyer might contact the sales team of a vendor. For technology vendors, online presence and digital brand visibility are therefore critical, leading to more companies focusing spend on branded content services, thought leadership and whitepaper distribution, digital event participation and advertising on the most relevant platforms and media.

Management believes Informa TechTarget is at the center of this shift in B2B buyer behavior, delivering highly relevant content and research to technology buyers that informs, educates and influences them along the different stages of their buyer journey.

These interactions with the content — who reads what, who clicks to find out more, how long buyers spend on specific websites, etc. — and general online behavior, when captured, enriched and analyzed, provide deep insights into who potential customers are, what products and services they might be interested in, where they are in their purchasing cycle and how significant is the intent to purchase.

For B2B sales and marketing teams at technology vendors, this information is critical in targeting the right buyers at the right time, raising brand awareness and positioning products with the right audiences to secure leads that turn into sales. With increasing scrutiny and focus on return on investment, data-driven B2B marketing is becoming ever more relevant given it is typically more measurable, with more efficiency than more traditional advertising and marketing services, helping to increase lead conversion rates, reduce the cost of customer acquisition and generate more revenue per dollar of marketing spend.

Because most of Informa TechTarget’s clients are B2B technology companies, the success of Informa TechTarget is intrinsically linked to the health, and subject to the market conditions, of the technology industry. Informa TechTarget has recently been affected by macro-economic conditions, in particular the negative impact of economic uncertainty, rising inflation and interest rates on the technology industry, which has impacted investment levels and overall client marketing expenditure. Although management cannot quantify the impact of macro-economic factors on Informa TechTarget's future results, any worsening of market conditions could negatively impact its financial position and liquidity. Marketing, advertising services and sponsorship revenue is more immediately impacted by changes in client spending and current macro-economic conditions than other revenue categories.

Product and service offerings

Over the last five years, Informa TechTarget has been building a portfolio of data-driven solutions that are intended to capitalize on the positive structural market dynamic described above and meet the evolving needs of buyers and vendors in the technology market. Informa TechTarget has the potential to continue expanding upon this portfolio of capabilities.

The Informa TechTarget businesses, help both buyers of B2B technology with knowledge and intelligence, supporting them through different stages of the buyer journey, and sellers of B2B technology in identifying relevant buyers for their products, who are in-market and with the greatest purchasing intent. These digital solutions fall into a number of categories:

•

Demand solutions: These businesses enable marketers to directly engage prospective buyers through a portfolio of content marketing programs, including webinars, whitepapers, playbooks, virtual events and surveys. Through syndicating these across owned media properties and to NetLine’s publisher network, marketers can influence B2B tech buyers and generate demand for their products and services. The businesses are focused on delivering high-quality leads to marketers by gating their content across properties to maximize return on investment. The BrightTALK platform and audience outreach offerings allow our customers to create, host and promote webinars, virtual events and video content. Customers create their own hosted Channels on the platform where they schedule both live and on-demand webinars for promotion to BrightTALK’s community of in-market accounts and prospects. The BrightTALK Channel also enables customers to self-administer lead generation campaigns, set up workflow integrations between the Channel and their customer relationship management (“CRM”) and marketing automation platforms (“MAP”) systems, and access reporting detailing the size and growth of their community of subscribers over time. Customers may also create an off-network embedded Channel page on their own corporate website featuring content in their BrightTALK Channel, as well as an embedded BrightTALK registration form that captures and converts interested individuals to marketing leads.

•

Custom content services: Through StudioID, BrightTALK Studio, and Enterprise Strategy Group custom content offerings, we support marketers with their end-to-end content strategy by offering proprietary audience research to inform campaigns, strategic design and development, and original content production. Marketers leverage our award-winning deep industry expertise to create journalistic or analyst-sourced content across 40 different formats and multiple languages, which can then be distributed across our network. We also offer content licensing through Marketplace, whereby marketers curate relevant content from a selection of publishers and then distribute the content on their own channels to align themselves with top voices in their industries.

Table of Contents

•

Intelligence subscription services: Operating through the Omdia brand, as well as niche brands Canalys and Wards Intelligence, the specialist tech research business is primarily an “intelligence” subscription service, providing clients with a core “data backbone” in addition to qualitative analyst-produced content across the technology industry spectrum. The data is typically comprised of market trackers, market sizing, market share analyses and forecasts, and is complemented by expert industry reports, analyst opinions and an “Ask an Analyst” service. Covering more than 3,000 topics and tracking over 12,000 companies, the businesses’ 300+ expert analysts and consultants provide quantitative and qualitative insights that help companies make better decisions, faster.

•

Advisory: In the consulting business, the businesses work as an extension of client teams, working together to provide strategic support in assessing critical business challenges and providing bespoke solutions. The businesses leverage the breadth and depth of their analyst expertise to evaluate clients’ end-to-end business needs across go-to-market, competitive positioning, new product ideation, market entry.

•

IT Deal Alert: IT Deal Alert is a suite of data, software and services designed for B2B technology companies that leverages detailed purchase intent data we collect from enterprise technology organizations and professionals browsing and purchasing IT products on our network of websites and engaging with our webinar community platform. Through our proprietary data-capture and scoring methodologies, we help our customers identify and prioritize accounts and contacts whose content consumption and online research activities around specific enterprise technology topics indicate that they are “in-market” for a particular B2B technology product or service. The suite of products and services includes Priority Engine™ and Qualified Sales Opportunities™. Priority Engine™ is a subscription service powered by our Activity Intelligence™ platform that integrates with CRM and MAPs—Salesforce.com, Marketo, Hubspot, Eloqua, Pardot, and Integrate —to deliver lead generation workflow solutions. These workflows enable marketers and sales forces to identify, prioritize, and engage accounts and individuals actively researching new technology purchases or upgrades. Qualified Sales Opportunities™ is a product that profiles active purchase projects through surveys and interviews with business technology professionals whose online behavior suggests an upcoming technology purchase, providing insights into project scope, purchase criteria and vendors under consideration.

•

Brand solutions: Brand solutions offer B2B marketers the opportunity to grow brand awareness through direct exposure to specialist technology and business audiences across the businesses’ portfolio of 14 online products and off-network through audience extension programs. Solutions include digital display banners, newsletter sponsorships and email marketing, enabling technology vendors to gain exposure and benefit from association with the businesses’ specialist brands and high quality editorial content amongst our readership base of engaged technology buyers. Brand solutions include the Industry Dive portfolio of more than 35 specialist brands, which deliver high quality business journalism to niche audiences, offering outbound email sponsorship opportunities to vendors looking to build awareness and reach key decision makers.

Critical Accounting Policies and Use of Estimates

Preparation of the accompanying unaudited condensed consolidated financial statements requires management to make judgments, assumptions and estimates regarding uncertainties that could affect reported revenue, expenses, assets, liabilities and equity. The most significant areas where management’s judgments, assumptions and estimates impact the unaudited condensed consolidated financial statements are described below. Actual results in these areas could differ materially from management’s estimates under different assumptions and conditions. Significant accounting policies are described fully in Note 2. Significant Accounting Policies to the unaudited condensed consolidated financial statements included under Item 8. “Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2024.

Basis of presentation and corporate expense allocations

The accompanying unaudited condensed consolidated financial statements and related notes represent the business referred to as the Informa Tech Digital Business for the periods preceding the date of the Transactions and include the performance of Former TechTarget from the date of the closing of the Merger. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all normal, recurring adjustments have been included such that the unaudited condensed consolidated financial statements are fairly stated. The results of operations for the periods presented are not necessarily indicative of results to be expected for any other interim periods or for the full year. Prior to the Transaction, the Informa Tech Digital Business previously were operated as part of the Informa Tech division of Informa and not as a standalone entity and had no separate legal status or existence. As such, the financial position and results of operations, for the periods prior to the Transaction, have been derived from Informa’s historical accounting records and are presented on a carve-out basis. Intercompany transactions, profits and balances among the Informa Tech Digital Business’ entities have been eliminated.

Table of Contents

Sale and purchase transactions between Informa TechTarget and other Informa affiliates are included in the condensed consolidated financial statements.

Accordingly, the accompanying unaudited condensed consolidated financial statements reflect some charges for costs directly related to Informa TechTarget. Informa TechTarget has been allocated a portion of costs incurred by Informa for certain central functions and other operations that are used by Informa TechTarget, including but not limited to executive oversight, finance, treasury, tax, legal, human resources, technology, marketing and other shared services. All such costs are reflected in the accompanying unaudited condensed consolidated financial statements. These costs were allocated using a methodology that Management believes is reasonable for the item being allocated. Allocation methodologies include Informa TechTarget’s relative share of revenues, headcount, usage, or functional spend as a percentage of the total. While management believes the methodologies and assumptions used to allocate these costs are reasonable, the unaudited condensed consolidated financial statements do not purport to represent the financial position, results of operations, changes in equity, and cash flows of Informa TechTarget in the future, or what such costs would have been had Informa TechTarget operated as a stand-alone entity during the periods presented.

Revenue recognition

Revenue is recognized as Informa TechTarget satisfies a performance obligation, based upon transfer of control of promised products or services to clients in an amount that reflects the consideration to which Informa TechTarget expects to be entitled in exchange for those products or services. Some of Informa TechTarget’s performance obligations are satisfied over time as the product or service is transferred to the client. Performance obligations which are not satisfied over time are satisfied at a point in time.

Informa TechTarget enters into contracts that can include various combinations of its offerings which are generally capable of being distinct and accounted for as separate performance obligations.

When performance obligations are combined into a single contract, Informa TechTarget utilizes the relative stand-alone selling price of each product or service to allocate the transaction price among the performance obligations, which is generally determined based on the prices charged to the clients when sold on a stand alone basis or using expected cost plus a margin, with any discounts allocated across the performance obligations. Revenue for each category type of revenue is typically fixed at the date of the order and is not variable.

Revenue from fixed fee engagements is recognized over time as Informa TechTarget works to satisfy its performance obligations as Informa TechTarget generally has an enforceable right to payment for performance completed to date.

Goodwill, long-lived assets and impairment

As of September 30, 2025 and December 31, 2024, goodwill was $55.4 million and $973.4 million, respectively. Informa TechTarget's goodwill represents the excess purchase price of an acquired entity over the amounts assigned to assets and liabilities assumed in a business combination. Informa TechTarget performs an assessment of goodwill for impairment annually as of December 31 or whenever events or changes in circumstances indicate there may be an impairment.

The Company may assess goodwill for impairment initially using a qualitative approach to determine whether conditions exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. Among the factors that could trigger an impairment review are a reporting unit’s operating results declining relative to its operating plan or historical performance, competitive pressures, changes in the general markets in which it operates, and a sustained decline in share price. If the Company concludes, based on its assessment of relevant events, facts, and circumstances that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a quantitative analysis will be performed to determine if there is any impairment. Alternatively, the Company may elect to initially perform a quantitative analysis instead of starting with a qualitative analysis. These assessments require the Company to make judgments, assumptions, and estimates about projected cash flows, discount rates and other factors. The non-cash goodwill impairment loss is the difference between the reporting unit's fair value and carrying value, not to exceed the carrying amount of the goodwill.

As of September 30, 2025, the Company had five reporting units: Legacy TechTarget, Bluefin, NetLine, Industry Dive, and Canalys. The Company identified a sustained decline in share price during each of the first, second and third quarters of 2025 that, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, constituted an impairment triggering event for all reporting units. For the three months and nine months ended September 30, 2025, Informa TechTarget performed the required impairment tests of goodwill on its reporting units using a discounted cash flow model with the following key assumptions in the fair value calculations:

•

Projected cash flows: For each of the first, second and third quarters of 2025, the Company used a two-stage valuation approach to projected cash flows, which included key assumptions of forecasted revenue growth rate and EBITDA margin followed by a steady state period of long-term growth.

Table of Contents

Forecasts for the first stage include management expectations of Informa TechTarget's financial performance with key assumptions of forecasted revenue growth rate and EBITDA margin and represent the best estimate of the future performance of the relevant reporting units, followed by a steady state period of long-term growth. Forecasts for the second stage are based on determining the Company’s terminal value, which is the value of the business beyond the discrete forecast period and utilizes a two‑stage growth model with an initial high‑growth rate stage, followed by a perpetual normalized growth stage.

•

Discount rate: For each of the first, second and third quarters of 2025, a post-tax discount rate using a weighted average cost of capital methodology. For the cost of debt, Informa TechTarget considered market rates, based on entities with a comparable credit rating. The cost of equity is calculated using the Capital Asset Pricing Model methodology. The discount rates include appropriate risk premiums to reflect additional risks of the specific reporting units being tested.

•

Long-term growth rate: For each of the first, second and third quarters of 2025, long-term growth rates are based on external factors such as long-term Consumer Price Index rates and external market reports for the main geographic markets in which each reporting unit operates and therefore are not considered to exceed the long-term average growth prospects for the individual markets. Long-term growth rates have not been risk adjusted to reflect any of the specific reporting unit uncertainties noted above, as these uncertainties are already reflected in the discount rates used.

•

Tax rate: For each of the first, second and third quarters of 2025, the tax rate is based on external reports of the weighted-average corporate tax rates for the main geographic markets in which each reporting unit operates.

•

Net working capital rate: For each of the first, second and third quarters of 2025, the net working capital rate is based on the market participant level of cash free net working capital, and a comparison of guideline public companies.

•

Capital expenditures rate: For each of the first, second and third quarters of 2025, the capital expenditures rate is based on the Company’s historical depreciation expense.

There is a significant degree of uncertainty associated with these key assumptions. Projected cash flows, including key assumptions of forecasted revenue growth rates and EBITDA margin, are contingent on the Company’s ability to accurately forecast future financial performance, which is subject to factors beyond the Company’s control such as changes in market conditions, economic downturns, and competitive pressures. The discount rate also incorporates market-based rates and risk premiums that are subject to fluctuations due to shifts in macroeconomic factors, investor sentiment, and changes in the Company's perceived risk profile. Moreover, the long-term growth rate assumption, although derived from reputable external sources, can be influenced by unforeseeable changes in industry dynamics, regulatory environments, and technological advancements that may impact growth trajectories. Consequently, while these assumptions are grounded in established financial theories and best estimates, there is an inherent degree of uncertainty.

Canalys

Based on the quantitative fair value testing, a goodwill impairment of $6.7 million and $41.9 million was recognized during the three and nine months ended September 30, 2025, respectively. The carrying value of goodwill in the Canalys reporting unit as of September 30, 2025 was $10.0 million post-impairment. For the three months ended September 30, 2025, a 5.2% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 7.5% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 5.0% increase in the weighted average EBITDA margin would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 5.7% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 100 basis-point change in the discount rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $2.0 million and $2.3 million, respectively. For the three months ended September 30, 2025, a 100 basis-point change in the long-term growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $1.3 million and $1.5 million, respectively. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

NetLine

Based on the quantitative fair value testing, a goodwill impairment of $13.3 million and $27.6 million was recognized during the three and nine months ended September 30, 2025, respectively. The carrying value of goodwill in the NetLine reporting unit as of September 30, 2025 was $13.9 million post-impairment.

Table of Contents

For the three months ended September 30, 2025, a 5.8% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 6.5% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 7.4% increase in the weighted average EBITDA margin would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 6.6% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 100 basis-point change in the discount rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $3.1 million and $3.6 million, respectively. For the three months ended September 30, 2025, a 100 basis-point change in the long-term growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $2.1 million and $2.4 million, respectively. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

Legacy TechTarget

Based on the quantitative fair value testing, a goodwill impairment of $436.7 million was recognized during the nine months ended September 30, 2025. There was no carrying value of goodwill in the Legacy TechTarget reporting unit as of September 30, 2025 post-impairment.

Bluefin

Based on the quantitative fair value testing, a goodwill impairment of $32.2 million and $172.0 million was recognized during the three and nine months ended September 30, 2025, respectively. The carrying value of goodwill in the Bluefin reporting unit as of September 30, 2025 was $5.8 million post-impairment. For the three months ended September 30, 2025, a 6.3% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 1.1% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 3.9% increase in the weighted average EBITDA margin would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 0.6% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, an 80 basis-point increase in the discount rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 100 basis-point decrease in the discount rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have decreased the goodwill impairment recognized by $7.0 million. For the three months ended September 30, 2025, a 100 basis-point change in the long-term growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $4.0 million and $4.6 million, respectively. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

Industry Dive

Based on the quantitative fair value testing, a goodwill impairment of $28.1 million and $243.4 million was recognized during the three and nine months ended September 30, 2025, respectively. The carrying value of goodwill in the Industry Dive reporting unit as of September 30, 2025 was $25.7 million post-impairment. For the three months ended September 30, 2025, a 6.2% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 9.1% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 3.7% increase in the weighted average EBITDA margin would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 4.1% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 100 basis-point change in the discount rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $5.0 million and $5.7 million, respectively. For the three months ended September 30, 2025, a 100 basis-point change in the long-term growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $3.2 million and $3.7 million, respectively. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

Table of Contents

Business Combinations

Informa TechTarget applies the purchase method of accounting to business combinations. All of the assets acquired, liabilities assumed, and contingent consideration is recorded based on their estimated fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net tangible and identifiable intangible assets acquired and liabilities assumed.

The determination of the fair value of identifiable intangible assets involves significant assumptions and estimates, including, but not limited to projected revenue growth rates and EBITDA margins, future customer attrition, discount rates, royalty rates, technology obsolescence factors, useful economic lives and expected future cash flows. Although management believes the assumptions and estimates for historical acquisitions to be reasonable and appropriate, they require judgment and are based on experience and historical information from all of the acquired entities. A change in these estimates could cause a materially different value of intangible assets to be recognized with an opposing impact on the goodwill arising from the transaction.

At the acquisition date of a business combination and at each subsequent balance sheet date, consideration contingent on future performance over the contractual earn-out period are remeasured to fair value. Informa TechTarget utilizes significant estimates and assumptions in determining the estimated contingent consideration and associated expense or gain at each balance sheet date. The liabilities are measured against the contractually agreed performance targets at each subsequent reporting date with any adjustments recognized in the unaudited condensed consolidated income statement. The estimation of these liabilities requires the Company to make judgements concerning the future performance of related businesses over the contingent consideration period. The estimation uncertainty risk of payments greater than one year is higher due to the forecast nature of the inputs.

Components of Results of Operations

Revenues

Revenue is disaggregated into four categories: Marketing, advertising services and sponsorship; Intelligence subscription services; Advisory services; and Exhibitor and attendee revenue.

These products and services are delivered under both short-term contracts that run for the length of a given marketing/sales program, typically less than nine months, and through integrated contracts exceeding 270 days (“longer-term contracts”) covering various client needs. Longer-term contracts include a range of annual subscription products, which are paid for in advance. In the three and nine months ended September 30, 2025, approximately 31% and 34% of our revenues were from longer-term contracts, respectively. In the three and nine months ended September 30, 2024, approximately 39% and 38% of our revenues were from longer-term contracts, respectively.

Cost of revenues

Cost of revenues primarily consists of salaries and related personnel costs for research, editorial and consulting employees, lead generation expenses, freelance contractors expenses, website hosting costs, internal use software and developed technology amortization and other related overheads.

Selling and marketing

Selling and marketing expenses consist primarily of salaries and related personnel costs, sales commissions, facility expenses, advertising costs, and other related overheads.

General and administrative

General and administrative expenses consist primarily of salaries and related personnel costs, facility expenses and related overheads, accounting, legal and other professional fees, bad debt provision, and stock-based compensation expenses.

Product development

Product development costs include the creation of Informa TechTarget's network of websites and data analytics framework, advertiser offerings and technical infrastructure that do not meet the criteria for capitalization.

Depreciation

Depreciation expense consists of the depreciation of property and equipment. Depreciation is calculated using the straight-line method over the estimated useful lives of the underlying property and equipment, ranging from three to five years.

Table of Contents

Amortization

Amortization expense consists of the amortization of intangible assets. Intangible assets are amortized by using methods that are expected to reflect the estimated pattern of economic use or a straight-line basis over the estimated useful lives of the underlying assets.

Impairment of long-lived assets and goodwill

Impairment of long-lived assets and goodwill primarily relates to lease impairment and goodwill impairment in each of the Company’s reporting units.

Acquisition and integration costs

Acquisition-related costs that are not part of purchase consideration are expensed as incurred. These costs typically include finder’s fees, legal, accounting, and other professional costs. Integration-related costs represent costs that relate directly to combining Informa TechTarget and its acquired businesses and are expensed as incurred. Integration-related costs typically include strategic consulting services, employee-related costs, such as retention and severance, costs to integrate information technology infrastructure, enterprise planning systems, processes, and other non-recurring integration-related costs.

Restructuring costs

Restructuring costs are expenses related to our Restructuring Plan and include severance pay, employee termination benefits, outplacement services, and associated administrative expenses incurred in connection with the Restructuring Plan.

Remeasurement of contingent consideration

Remeasurement of contingent consideration relates to the fair value adjustment of acquisition related contingent consideration. Any remaining contingent consideration as of the Transaction was assumed by Parent.

Interest income

Interest income is primarily from related-party loans, by reference to the principal outstanding and at the effective interest rate applicable, and also from cash and cash equivalents. All related party loans were settled as of the close of the Transaction.

Related party interest expense

Related party interest expense consists of interest on related-party loans at the effective interest rate applicable and the unsecured five-year revolving Credit Facility. The interest rate on the unsecured revolving Credit Facility is variable.

Other income (expense), net

Other income (expense), net consists primarily of unrealized/realized foreign currency transaction gains and losses. This includes the remeasurement of the convertible notes utilizing the fair value option.

Income tax benefit (expense)

Income tax benefit (expense) reflects income earned and taxed, in jurisdictions in which Informa TechTarget conducts business, which mainly include the United Kingdom and United States federal and state income taxes.

Table of Contents

Results of Operations

The following table sets forth a summary of certain key financial information for the three and nine months ended September 30, 2025 and 2024:


	For the Three Months Ended September 30,						Percent Change			For the Nine Months Ended September 30,						Percent Change
	2025			2024			2025 vs 2024			2025			2024			2025 vs 2024
				As Restated									As Restated
Revenues:	$	122,286		$	62,872			94	%	$	346,116		$	184,499			88	%
Total cost of revenues		(47,350	)		(23,814	)		99	%		(142,674	)		(74,484	)		92	%
Gross profit		74,936			39,058			92	%		203,442			110,015			85	%
Operating expenses:
Selling and marketing		35,829			14,217			152	%		106,202			42,096			152	%
General and administrative		21,039			18,365			15	%		64,244			53,937			19	%
Product development		2,894			2,571			13	%		8,279			8,499			(3	%)
Depreciation		529			386			37	%		1,592			1,173			36	%
Amortization, excluding amortization included in cost of revenues		21,631			11,008			97	%		67,817			33,038			105	%
Impairment of goodwill		80,252			—		n.m.				921,600			—		n.m.
Impairment of long-lived assets		—			—		n.m.				—			2,019			(100	%)
Restructuring costs		12,412			—		n.m.				12,412			—		n.m.
Acquisition and integration costs		8,204			8,788			(7	%)		32,343			38,242			(15	%)
Remeasurement of contingent consideration		—			(1,900	)	n.m.				—			2,264			(100	%)
Total operating expenses		182,790			53,435			242	%		1,214,489			181,268			570	%
Operating loss		(107,854	)		(14,377	)		650	%		(1,011,047	)		(71,253	)		1319	%
Interest expense on related party loans		(2,439	)		(5,761	)		(58	%)		(7,067	)		(18,164	)		(61	%)
Interest income		26			874			(97	%)		914			3,338			(73	%)
Other income (expense), net		525			(1,732	)		130	%		(7,791	)		(1,361	)		472	%
Loss before provision for income taxes		(109,742	)		(20,996	)		423	%		(1,024,991	)		(87,440	)		1072	%
Income tax benefit		32,964			3,566			824	%		26,163			10,298			154	%
Net loss	$	(76,778	)	$	(17,430	)		340	%	$	(998,828	)	$	(77,142	)		1195	%

Informa TechTarget restated its financial statements as of and for the three and nine months ended September 30, 2024. The amounts in the “As Restated” columns are the updated amounts including the impacts of the errors identified. The restatement is described fully in Note 1. Business Overview and Basis of Presentation to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Table of Contents

Comparison of The Three Months Ended September 30, 2025 and 2024

Revenues


	For the Three Months Ended September 30,
	2025		2024		Increase/ (Decrease)			Percent Change
			As Restated
Marketing, advertising services, and sponsorship	$	90,043	$	35,511	$	54,532			154	%
Intelligence subscription services		19,146		18,807		339			2	%
Advisory services		12,884		8,169		4,715			58	%
Exhibitor and attendee		213		385		(172	)		(45	)%
Total revenues	$	122,286	$	62,872	$	59,414			94	%

Revenue for the three months ended September 30, 2025 was $122.3 million, an increase of $59.4 million, or 94%, compared to the three months ended September 30, 2024. The acquisition of Former TechTarget in December 2024 provided $46.2 million in marketing, advertising services, and sponsorship revenues, and $4.2 million in advisory services revenue to the three months ended September 30, 2025. Marketing, advertising services, and sponsorship revenues increased $8.3 million due to higher demand from returning customers compared to the prior year period.

Cost of revenues


	For the Three Months Ended September 30,
	2025		2024		Increase		Percent Change
			As Restated
Cost of revenues	$	47,350	$	23,814	$	23,536		99	%

Cost of revenues for the three months ended September 30, 2025 was $47.4 million, an increase of $23.5 million, or 99%, compared to the three months ended September 30, 2024. The increase is largely driven by the acquisition of Former TechTarget in December 2024, which contributed $15.1 million in labor and contracted costs in 2025. The remaining $8.4 million increase was primarily driven by increased labor and related costs due to our heightened focus on delivering our services to our customers as part of our integration.

Table of Contents

Operating expenses and other


	For the Three Months Ended September 30,
	2025			2024			Increase/ (Decrease)			Percent Change
				As Restated
Operating expenses:
Selling and marketing	$	35,829		$	14,217		$	21,612			152	%
General and administrative		21,039			18,365			2,674			15	%
Product development		2,894			2,571			323			13	%
Depreciation		529			386			143			37	%
Amortization, excluding amortization included in cost of revenues		21,631			11,008			10,623			97	%
Impairment of goodwill		80,252			—			80,252		n.m.
Restructuring costs		12,412			—			12,412		n.m.
Acquisition and integration costs		8,204			8,788			(584	)		(7	%)
Remeasurement of contingent consideration		—			(1,900	)		1,900		n.m.
Total operating expenses	$	182,790		$	53,435		$	129,355			242	%
Interest expense on related party loans		(2,439	)		(5,761	)		3,322			(58	%)
Interest income		26			874			(848	)		(97	%)
Other income (expense), net		525			(1,732	)		2,257			130	%
Income tax benefit	$	32,964		$	3,566		$	29,398			824	%

Selling and marketing. Selling and marketing costs increased by $21.6 million, or 152%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $19.4 million, primarily in labor and related costs in 2025. The remaining $2.2 million increase was primarily driven by increased labor related costs due to our heightened focus on selling and marketing our services to our customers as part of our integration.

General and administrative. General and administrative costs increased by $2.7 million, or 15%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $11.8 million in 2025. This was offset by a $9.2 million reduction in costs due to a decrease in focus (primarily labor and related costs) on general and administrative and an increase in focus on cost of revenues.

Product development. Product development costs increased by $0.3 million, or 13% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $1.8 million in labor and related costs in 2025, offset by a decrease in labor and related costs from the prior year period of $1.5 million.

Depreciation. Depreciation expense increased $0.1 million, or 37% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, due to the acquisition of Former TechTarget in December 2024.

Amortization. Amortization expense increased $10.6 million, or 97% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024.

Impairment of goodwill. As a result of the impairment analysis in the three months ended September 30, 2025, an impairment charge of $80.3 million was recorded relating to the Canalys, Industry Dive, NetLine and Bluefin Legacy reporting units. Due to the continued decrease in our stock price and overall market capitalization, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, it was determined a triggering event occurred, indicating goodwill may be impaired. Accordingly, we conducted a quantitative impairment test of our goodwill at September 30, 2025. We estimate the implied fair value of our goodwill primarily using an income approach. Changes in the estimates or assumptions used in our quantitative impairment test could materially affect the determination of fair value and the associated goodwill impairment assessment. Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to continued increases in costs and other macroeconomic factors.

Table of Contents

Restructuring costs. Restructuring costs were $12.4 million for the three months ended September 30, 2025 compared to $0 for the three months ended September 30, 2024, due to the Restructuring Plan to improve operational efficiency and reduce costs implemented in August 2025.

Acquisition and integration costs. Acquisition and integration cost decreased $0.6 million, or (7%), for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to a $4.9 million reduction in acquisition costs compared to the prior year period. This was offset by the acquisition of Former TechTarget in December 2024, which contributed $4.3 million in integration costs.

Remeasurement of contingent consideration. In the three months ended September 30, 2025, there was no contingent consideration remeasurement due to no change in the fair value of the contingent consideration. Contingent consideration remeasurement in the three months ended September 30, 2024 was a loss of $1.9 million due to a revision to forecasts to reflect challenging macro-economic conditions, which impacted demand for core email and website sponsorship/advertising products, as technology companies cut back on investment.

Interest expense on related party loans. Interest expense on related party loans decreased $3.3 million, or (58%), in the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This reduction resulted from the August 2024 settlement of a related party loan originally established to finance the Industry Dive acquisition in fiscal 2022. The loan settlement eliminated associated interest obligations, reducing financing costs in the current reporting period and reflecting improved capital structure following debt resolution. During the three months ended September 30, 2025, interest expense was related to outstanding loans under the Credit Facility with Informa Group Holdings.

Interest income. Interest income decreased $0.8 million, or (97%), for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, due to decreased cash balances in the current period.

Other income (expense), net. Other income for the three months ended September 30, 2025 was $0.5 million, an increase of $2.3 million, or 130%, compared to the other expense of $1.7 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was driven by a reduction of foreign currency losses compared to the prior year period and the acquisition of Former TechTarget in December 2024, which contributed $1.2 million of foreign currency transaction gains in 2025.

Income tax benefit (expense). Income tax benefit for the three months ended September 30, 2025 was $33.0 million, an increase of $29.4 million compared to the income tax benefit of $3.6 million in the three months ended September 30, 2024. The effective tax rate was 30.0% and 17.0% for the three months ended September 30, 2025 and 2024, respectively. In 2025, the effective tax rate was primarily driven by a non-deductible goodwill impairment, which was not treated as a discrete item due to our history of impairments, and geographic mix of earnings. In 2024, the effective tax rate was primarily driven by non-taxable contingent consideration and non-deductible goodwill impairment.

Comparison of The Nine Months Ended September 30, 2025 and 2024

Revenues


	For the Nine Months Ended September 30,
	2025		2024		Increase/ (Decrease)			Percent Change
Marketing, advertising services, and sponsorship	$	249,460	$	105,327	$	144,133			137	%
Intelligence subscription services		57,674		56,677		997			2	%
Advisory services		38,544		21,873		16,671			76	%
Exhibitor and attendee		438		622		(184	)		-30	%
Total revenues	$	346,116	$	184,499	$	161,617			88	%

Revenue for the nine months ended September 30, 2025 was $346.1 million, an increase of $161.6 million, or 88%, compared to the nine months ended September 30, 2024. The acquisition of Former TechTarget in December 2024 provided $128.7 million in marketing, advertising services, and sponsorship revenues, and $12.8 million in advisory services revenue to the nine months ended September 30, 2025. Marketing, advertising services, and sponsorship revenues also increased $15.5 million due to higher demand from returning customers compared to the prior year period.

Table of Contents

Cost of revenues


	For the Nine Months Ended September 30,
	2025		2024		Increase		Percent Change
			As Restated
Cost of revenues	$	142,674	$	74,484	$	68,190		92	%

Cost of revenues for the nine months ended September 30, 2025 was $142.7 million, an increase of $68.2 million, or 92%, compared to the nine months ended September 30, 2024. The increase is largely driven by the acquisition of Former TechTarget in December 2024, which contributed $52.2 million in labor and contracted costs in 2025. The remaining $16.0 million increase was primarily driven by increased labor and related costs due to our heightened focus on delivering our services to our customers as part of our integration.

Operating expenses and other


	For the Nine Months Ended September 30,
	2025			2024			Increase /(Decrease)			Percent Change
				As Restated
Operating expenses:
Selling and marketing	$	106,202		$	42,096		$	64,106			152	%
General and administrative		64,244			53,937			10,307			19	%
Product development		8,279			8,499			(220	)		(3	)%
Depreciation		1,592			1,173			419			36	%
Amortization, excluding amortization included in cost of revenues		67,817			33,038			34,779			105	%
Impairment of goodwill		921,600			—			921,600		n.m.
Impairment of long-lived assets		—			2,019			(2,019	)		(100	)%
Restructuring costs		12,412			—			12,412		n.m.
Acquisition and integration costs		32,343			38,242			(5,899	)		(15	)%
Remeasurement of contingent consideration		—			2,264			(2,264	)		(100	)%
Total operating expenses	$	1,214,489		$	181,268		$	1,033,221			570	%
Interest expense on related party loans		(7,067	)		(18,164	)		11,097			(61	)%
Interest income		914			3,338			(2,424	)		(73	)%
Other expense, net		(7,791	)		(1,361	)		(6,430	)		472	%
Income tax benefit	$	26,163		$	10,298		$	15,865			154	%

Selling and marketing. Selling and marketing costs increased by $64.1 million, or 152%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $56.2 million, primarily in labor and related costs in 2025. The remaining $7.9 million increase was primarily driven by our increased labor and related costs due to our heightened focus on selling and marketing our services to our customers as part of our integration.

General and administrative. General and administrative costs increased by $10.3 million, or 19%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $36.0 million in the nine months ended September 30, 2025. This was partially offset by a reduction in costs of $25.7 million due to a decrease in focus on general and administrative (primarily labor and related costs) and an increase in focus on cost of revenues and selling and marketing.

Product development. Product development costs decreased by $0.2 million, or (3)% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to a decrease of $5.1 million driven by a reduction in focus (primarily labor and related costs) on product development and an increase in focus on cost of revenues and selling and marketing. This was offset by the acquisition of Former TechTarget in December 2024 which contributed $4.9 million in labor and related costs.

Table of Contents

Depreciation. Depreciation expense increased $0.4 million, or 36% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, due to the acquisition of Former TechTarget in December 2024.

Amortization. Amortization expense increased $34.8 million, or 105% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, due to the acquisition of Former TechTarget in December 2024, which contributed $37.4 million in amortization expenses.

Impairment of goodwill. As a result of the impairment analysis in the first three quarters of 2025, an impairment charge of $921.6 million was recorded relating to the Canalys, Industry Dive, NetLine, Bluefin Legacy and legacy TechTarget reporting units for the nine months ended September 30, 2025. Due to the continued decrease in our stock price and overall market capitalization, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, it was determined a triggering event occurred, indicating goodwill may be impaired. Accordingly, we conducted a quantitative impairment test of our goodwill at September 30, 2025. We estimate the implied fair value of our goodwill primarily using an income approach. Changes in the estimates or assumptions used in our quantitative impairment test could materially affect the determination of fair value and the associated goodwill impairment assessment. Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to continued increases in costs and other macroeconomic factors.

Impairment of long-lived assets. We did not have any impairment of long-lived assets in the nine months ended September 30, 2025. Impairment of long-lived assets in the nine months ended September 30, 2024 was $2.0 million due to the exit from Industry Dive’s Washington, D.C. office in March 2024.

Restructuring costs. Restructuring costs were $12.4 million for the nine months ended September 30, 2025 compared to $0 for the nine months ended September 30, 2024, due to the Restructuring Plan to improve operational efficiency and reduce costs implemented in August 2025.

Acquisition and Integration Costs. Acquisition and integration expense decreased $5.9 million, or (15)%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The acquisition of Former TechTarget in December 2024 contributed $15.9 million as part of the integration in 2025. The $21.8 million decrease was a result of decreased professional fees incurred in 2024 associated with the Transaction.

Remeasurement of contingent consideration. In the nine months ended September 30, 2025, there was no contingent consideration remeasurement due to no change in the fair value of the contingent consideration. Contingent consideration remeasurement in the nine months ended September 30, 2024 was a loss of $2.3 million due to a revision to forecasts to reflect challenging macro-economic conditions, which impacted demand for core email and website sponsorship/advertising products, as technology companies cut back on investment.

Interest expense on related party loans. Interest expense on related party loans decreased $11.1 million, or (61)%, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This significant reduction resulted from the August 2024 settlement of a related party loan originally established to finance the Industry Dive acquisition in fiscal 2022. The loan settlement eliminated associated interest obligations, substantially reducing financing costs in the current reporting period and reflecting improved capital structure following debt resolution. During the nine months ended September 30, 2025, interest expense was related to outstanding loans under the Credit Facility with Informa Group Holdings.

Interest income. Interest income decreased $2.4 million, or (73)%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, due to lower cash balances in the current period.

Other Expense, net. Other expense increased by $6.4 million, or 472%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The acquisition of Former TechTarget in December 2024 contributed $3.4 million of foreign currency transaction losses in the nine months ended September 30, 2025. The remaining increase in expense is primarily related to the increase in foreign currency transactions.

Income tax benefit. Income tax benefit for the nine months ended September 30, 2025 was $26.2 million, an increase of $15.9 million compared to the income tax benefit of $10.3 million in the nine months ended September 30, 2024. The effective tax rate was 2.6% and 11.8% for the nine months ended September 30, 2025 and 2024, respectively. In 2025, the effective tax rate was primarily driven by a non-deductible goodwill impairment, which was not treated as a discrete item due to our history of impairments, and geographic mix of earnings. In 2024, the effective tax rate was primarily driven by non-taxable contingent consideration and non-deductible goodwill impairment.

Liquidity and Capital Resources

At September 30, 2025, our cash and cash equivalents totaled $46.3 million. We utilized cash, short-term investments and $135.0 million of our $250.0 million revolving Credit Facility with Informa to retire approximately $417.0 million of our convertible debt on January 24, 2025.

Table of Contents

As of September 30, 2025, Informa TechTarget had $120.0 million drawn on the revolving Credit Facility. We believe that our existing cash and cash equivalents plus our remaining availability under the revolving Credit Facility will be sufficient to meet our anticipated cash needs for at least the next 12 months.

Informa TechTarget’s primary recurring use of cash is payment of operating costs, which consist primarily of employee-related expenses, such as compensation and benefits, as well as operating expenses for product development, marketing, facilities and overhead costs.

Cash Flows


	For the Nine Months Ended September 30,
	2025			2024
Net cash provided by (used in) operating activities	$	4,584		$	(35,647	)
Net cash provided by (used in) investing activities	$	62,592		$	(4,933	)
Net cash provided by (used in) financing activities	$	(297,661	)	$	51,011

Net cash provided by (used in) operating activities

Cash flows provided by operating activities for the nine months ended September 30, 2025 was $4.6 million, a $40.2 million increase compared to the operating cash outflow for the nine months ended September 30, 2024, primarily due to an increase in net loss of $921.7 million as adjusted for non-cash items, which were mainly impacted by (i) higher amortization of $45.1 million due to the acquisition of Former TechTarget and (ii) the combined net impact of the impairment of goodwill related to the Canalys, Industry Dive, NetLine Bluefin Legacy and legacy TechTarget reporting units of $921.6 million.

Net cash provided by (used in) investing activities

Cash flows provided by (used in) investing activities were $62.6 million and $(4.9) million for the nine months ended September 30, 2025 and 2024, respectively. The inflows in the nine months ended September 30, 2025 reflected the sale of short-term investments of $76.8 million. The outflows in the nine months ended September 30, 2024 reflected increased intangible assets of $4.6 million mainly relating to product development and internally generated software.

Net cash provided by (used in) financing activities

Cash flows provided by (used in) financing activities were $(297.7) million and $51.0 million for the nine months ended September 30, 2025 and 2024, respectively. The significant outflow in the nine months ended September 30, 2025 was due to the repayment of convertible notes of $417.0 million, partially offset by net borrowings under our Credit Facility of $120.0 million. The inflow for the nine months ended September 30, 2024 was due to amounts received from related parties as part of cash pooling arrangements, partially offset by net cash outflows from net Parent investment.

Off Balance Sheet Arrangements

As of September 30, 2025 and December 31, 2024, Informa TechTarget did not have any significant off-balance sheet arrangements.

Table of Contents

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains “forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934 as amended (the “Exchange Act”), that involve substantial risks and uncertainties. All statements, other than historical facts, are forward-looking statements, including: statements regarding the expected benefits of the Transactions 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; the effectiveness of our Restructuring Plan; the continued remediation of material weaknesses in our internal control over financial reporting; and our competitive market position within our industry. 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 our 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 or the Restructuring Plan; uncertainty regarding our expected financial performance; failure to realize the anticipated benefits of the Transactions, including as a result of integrating our Informa Tech Digital Business with our legacy TechTarget business or the Restructuring Plan; 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 conflicts, 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 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 SEC.

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, our 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 Quarterly Report.

Any forward-looking statements speak only as of the date of this Quarterly 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.

Table of Contents

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign exchange rates and interest rates. We do not hold or issue financial instruments for trading purposes.

Foreign currency exchange risk

We currently have subsidiaries in the United Kingdom, Hong Kong, China, Australia, Singapore, Germany and France. Approximately 26% and 27% of our revenues for the three and nine months ended September 30, 2025, respectively, were derived from customers with billing addresses outside of the United States and our foreign exchange losses were not significant. Additionally, we are exposed to foreign exchange risk related to operational expenses incurred, primarily labor costs, most predominantly between the British pound and the United States dollar. Changes in the exchange rate between the British pound and the US dollar can impact our financial results when these foreign currency transactions are converted to US dollars. We continue to review this issue and may consider hedging certain foreign exchange risks through the use of currency futures or options in the future. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. Our continued international expansion increases our exposure to exchange rate fluctuations and as a result such fluctuations could have a significant impact on our future results of operations. We also maintain receivables and cash accounts denominated

In addition, our foreign subsidiaries have certain amounts of Goodwill and Intangibles which expose us to foreign currency exchange rate fluctuations. These exchange rate fluctuations are included as a component of other comprehensive (loss) income.

Interest rate risk

At September 30, 2025, we had cash and cash equivalents totaling $46.3 million. The cash and cash equivalents were held for working capital purposes. Due to the short-term nature of these investments, we believe that we do not have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates. Declines in interest rates, however, would reduce future investment income.

We are exposed to market risk for changes in interest rates related to our Credit Facility, which provides for borrowing up to $250.0 million. Interest on the Credit Facility is calculated by reference to the SOFR, plus 2.5% per annum. Assuming that the amounts available under the Credit Facility were fully drawn, a 1% increase in interest rates would result in an increase in annual interest expense and a decrease in our cash flows of $2.5 million per year.

Inflation

Although we cannot accurately anticipate the future effect of inflation on our financial condition or results of operations, inflation historically has not had a material impact on our operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases for services. Our inability to do so could harm our business, financial condition or results of operations.

Table of Contents

Item 4. Controls and Procedures

Limitations on effectiveness of controls and procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of our controls and procedures relative to their costs.

Evaluation of disclosure controls and procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of September 30, 2025, due to the material weaknesses in our internal control over financial reporting as described below.

Notwithstanding the material weaknesses, and based on the additional analyses and other procedures management performed, we have concluded that our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q state fairly, in all material respects, our financial position and results of operations and cash flows as of each of the dates, and for each of the periods, in accordance with generally accepted accounting principles in the United States of America.

Material weaknesses in internal control over financial reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. As previously disclosed, management identified the following material weaknesses in internal control over financial reporting as of December 31, 2024, which remained unremediated as of September 30, 2025:

•

We did not design and maintain an effective control environment as we lacked a sufficient complement of personnel with an appropriate level of internal controls and accounting knowledge, training and experience commensurate with our financial reporting requirements. The limited personnel resulted in our inability to consistently establish appropriate authorities and responsibilities in pursuit of our financial reporting objectives, as demonstrated by, among other things, insufficient segregation of duties in our finance and accounting functions.

•

We did not design and maintain effective controls in response to the risks of material misstatement as changes to existing controls or the implementation of new controls were not sufficient to respond to changes to the risks of material misstatement to financial reporting.

•

We did not design and maintain effective monitoring controls to ascertain whether the components of internal control are present and functioning, and information and communication controls to support the functioning of internal control.

These material weaknesses contributed to the following additional material weaknesses:

•

We did not design and maintain effective controls over the period-end financial reporting process to achieve complete, accurate, and timely financial accounting, reporting and disclosures, including the classification of various accounts in the financial statements and the presentation and disclosure of items in the consolidated financial statements.

•

We did not design and maintain effective controls to analyze, account for and disclose non-routine, unusual or complex transactions. Specifically, we did not design and maintain controls to timely analyze and account for acquisition transactions and asset impairments.

•

We did not design and maintain formal accounting policies, procedures, and controls to achieve complete, accurate, and timely financial accounting, reporting and disclosures, including controls over the preparation and review of account reconciliations and journal entries, and control activities related to all significant accounts and disclosures, including controls to validate reliability of system-generated information used in the controls.

Table of Contents

The material weaknesses related to the lack of sufficient complement of personnel with an appropriate level of internal controls and accounting knowledge, training and experience, risk assessment, lack of effective controls over the period-end financial reporting process, lack of effective controls related to non-routine, unusual or complex transactions, and the lack of effective control activities related to all significant accounts and disclosures resulted in the restatement of the Company’s financial statements as of December 31, 2023 and for the years ended December 31, 2023 and 2022, including opening net parent investment, and for the three months, six months and nine months ended March 31, 2024 and 2023, June 30, 2024 and 2023 and September 30, 2024 and 2023, respectively; and adjustments recorded in conjunction with the preparation of the financial statements as of and for the year ended December 31, 2024 related to acquisition and integration related costs and certain accrued expenses.

Additionally, the material weaknesses could result in a misstatement of the consolidated financial statements and disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

In addition to the foregoing, we did not design and maintain effective controls over information technology (“IT”) general controls for information systems that are relevant to the preparation of our consolidated financial statements, specifically, with respect to: (i) program change management controls for financial systems to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized, and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate company personnel; (iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored; and (iv) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements. These IT deficiencies did not result in a misstatement to the consolidated financial statements; however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. Accordingly, management has determined these deficiencies in the aggregate constitute a material weakness.

Remediation of Previously Identified Material Weaknesses

With the oversight of the Audit Committee of the Board of Directors, management is in the process of developing a detailed remediation plan to address the material weaknesses. Elements of the plan include the following:

•

We have hired, and will continue to hire, additional accounting personnel to bolster our reporting, technical accounting, and internal control capabilities. Additionally, we are in the process of designing and implementing controls to formalize roles and review responsibilities to align with our team’s skills and experience and designing and implementing controls over segregation of duties.

•

We have engaged a third-party advisory firm to assist in the design and implementation of control activities across the business processes that support the Company’s significant accounts and disclosures.

•

With the assistance of a third-party advisory firm, we will design and implement a formal financial statement risk assessment in order to identify material financial statement line items for which key controls are needed in order to ensure complete and accurate financial reporting.

•

We will design and implement a suite of entity-level controls, including monitoring activities to ascertain whether the components of internal control are present and functioning, and information and communication controls to support the functioning of internal control.

•

We will design and implement training procedures within the Company’s accounting and finance functions to enhance knowledge and understanding of internal control over financial reporting.

•

We are developing a detailed remediation plan which include activities related to creating and maintaining formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures; designing and implementing controls related to the preparation and review of journal entries and account reconciliations to ensure proper segregation of duties; designing and implementing controls related to the identification and evaluation of the accounting for non-routine, unusual or complex transactions; and information technology general controls for all relevant information systems, including controls over program change management, the review, approval and update of user access rights and privileges, controls over batch jobs and data backups, and program development approvals and testing for new systems.

Table of Contents

The process of designing and maintaining effective internal control over financial reporting is a continuous effort that requires management to anticipate and react to changes in our business, economic, and regulatory environments and to expend significant resources. As we continue to evaluate our internal control over financial reporting, we may take additional actions to remediate the material weaknesses or modify the remediation actions described above.

While we will devote significant time and attention to these remediation efforts, the material weaknesses will not be considered remediated until management completes the design and implementation of the actions described above and the controls operate for a sufficient period of time, and management has concluded, through testing, that these controls are effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time and in the ordinary course of business, the Company may be subject to various claims and proceedings. We are not currently a party to any material legal proceedings and we are not aware of any pending or threatened litigation against us that we believe could have a material adverse effect on our business, operating results or financial condition.

Item 1A. Risk Factors

Our business is subject to a number of risks that could have a material effect on our business, results of operations, financial condition and/or liquidity and that could cause our operating results to vary significantly from period to period. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors we have previously disclosed in Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on May 28, 2025. We may disclose changes to any risk factors presented or disclose additional factors from time to time in our future filings with the SEC.

Table of Contents

Item 5. Other Information

Trading Plans

There were no Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted, modified, or terminated by any directors or officers (as defined in Rule 16a-1(f)) of the Company during the quarterly period covered by this report.

Table of Contents

Item 6. Exhibits


		Incorporated by Reference
Exhibit Number	Exhibit Description	Filed Herewith	Form	Exhibit	Filing Date	Registration/File No.
*2.1	Agreement and Plan of Merger, dated as of January 10, 2024, by and among TechTarget, Inc., Toro CombineCo, Inc., Toro Acquisition Sub, LLC, Informa PLC, Informa US Holdings Limited, and Informa Intrepid Holdings Inc.		8-K	2.1	1/11/2023	001-33472
3.1	Amended and Restated Certificate of Incorporation of the Registrant, dated December 2, 2024.		8-K	3.2	12/06/2024	001-42428
3.2	Amended and Restated Bylaws of the Registrant, dated December 2, 2024.		8-K	3.3	12/06/2024	001-42428
10.1	Release of Claims Agreement, dated as of August 1, 2025, between Rebecca Kitchens and TechTarget, Inc.	X
10.2	Short-Term Incentive Plan	X
31.1	Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(A) And 15d-14(A), As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002	X
31.2	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(A) And 15d-14(A), As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002	X
32.1	Certification by Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS	Inline eXtensible Business Reporting Language (XBRL) Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.	X
101.SCH	Inline XBRL Taxonomy Extension Schema Document	X
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)	X

* Certain annexes to the Agreement and Plan of Merger have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Certain schedules, annexes and exhibits to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules, annexes and exhibits to the U.S. Securities and Exchange Commission upon request.

Table of Contents

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 thereunto duly authorized.


		TECHTARGET, INC.

Date:	November 10, 2025	By:	/s/ Gary Nugent
			Gary Nugent
			Chief Executive Officer and Director
			(principal executive officer)

Date	November 10, 2025	By:	/s/ Daniel T. Noreck
			Daniel T. Noreck
			Chief Financial Officer and Treasury
			(principal financial and accounting officer)

EX-10.1 2 ttgt-ex10_1.htm EX-10.1 - RELEASE OF CLAIMS AGREEMENT EX-10.1

Exhibit 10.1

RELEASE OF CLAIMS AGREEMENT

Rebecca Kitchens (“you” or the “Executive”) and Toro CombineCo, Inc. (now, TechTarget, Inc. d/b/a Informa TechTarget) (“Company”) (collectively, “the parties”) have agreed to enter into this Release of Claims Agreement (“Agreement”) on the following terms:

You acknowledge that your employment with the Company terminated without Cause (as defined in your Employment Agreement referenced below) effective July 31, 2025 (the “Termination Date”). You further acknowledge that, regardless of signing this Agreement, you have received (i) your final paycheck, which includes your final salary or wages through your last day of service, less withholdings; and (ii) reimbursement of all reasonable business expenses incurred by you during your employment. The parties acknowledge that except as provided for in the Separation Agreement (attached as Appendix A hereto), all benefits and perquisites of employment ceased as of your last day of employment with the Company.

Further, if you (i) duly execute this Agreement and return this Agreement to the Company within forty-five (45) days following the Termination Date (but no earlier than the Termination Date), (ii) do not revoke the Agreement as permitted below, (iii) remain at all times in continued compliance in all material respects with this Agreement, and (iv) reaffirm your commitment to abide by the restrictions contained in Section 8 of the January 10, 2024 employment agreement between you and the Company (the “Employment Agreement”) (which Section 8 is incorporated into this Agreement by reference and attached hereto as Exhibit 1), as if agreed to by you as of the Effective Date (as defined below), and have not and do not breach those restrictions in any material respect (provided, that any such alleged breach will be disregarded for all purposes if you reasonably cure such alleged breach within thirty (30) days following the date the Company provides you written notice of such alleged breach, which notice shall include reasonable detail of the circumstances related thereto), then the Company will provide you or your estate or beneficiaries with the severance benefits set forth in Section 7(b) of the Employment Agreement (together, the “Severance Benefits”), as detailed in the Separation Agreement. For the avoidance of doubt, in the event that you willfully and materially breach this Agreement, you will no longer be entitled to, and the Company will no longer be obligated to provide (or continue to provide), the Severance Benefits.

You understand and agree that you are not entitled to any compensation, benefits, remuneration, incentive compensation, equity incentive compensation, accruals, contributions, reimbursements, bonus, option grant, vesting, or vacation or other payments from the Company other than those expressly referenced in this Agreement, and that any and all payments and benefits you may receive under this Agreement are subject to all applicable taxes and withholdings.

You acknowledge and agree that your reaffirmation and commitment to abide by Section 8 of the Employment Agreement is agreed to in connection with your separation from the Company and, therefore, not governed by the Massachusetts Noncompetition Agreement Act (MGL c.149, § 24L). In the event that a court of competent jurisdiction determines that the covenants in Section 8 of the Employment Agreement are covered by the Massachusetts Noncompetition Agreement Act, you agree that your receipt of the Severance Benefits is mutually agreed upon consideration and stipulate not to challenge the sufficiency of the agreed-upon consideration supporting the covenants in Section 8 of the Employment Agreement.

Exhibit 10.1

In exchange for the Severance Benefits, which you acknowledge exceed any amounts to which you otherwise may be entitled under the Company’s policies and practices or applicable law, you and your representatives completely release from, and agree to not file, cause to be filed or pursue against, the Company, their affiliated, related, parent or subsidiary companies, and their present and former directors, officers, and employees (the “Released Parties”) all claims, complaints, grievances, and causes of action of any kind, known and unknown, asserted or unasserted (“Claims”), which you may now have or have ever had against any of them (“Released Claims”). Released Claims include, but are not limited to:

•

all Claims arising from your employment with the Released Parties or the termination of that employment, including Claims for wrongful termination or retaliation;

•

all Claims related to your compensation or benefits from the Released Parties, including salary, wages, bonuses, commissions, incentive compensation, profit sharing, retirement benefits, paid time off, vacation, sick leave, leaves of absence, expense reimbursements, equity, severance pay, and fringe benefits;

•

all Claims for breach of contract, breach of quasi-contract, promissory estoppel, detrimental reliance, and breach of the implied covenant of good faith and fair dealing;

•

all tort Claims, including Claims for fraud, defamation, slander, libel, negligent or intentional infliction of emotional distress, personal injury, negligence, compensatory or punitive damages, negligent or intentional misrepresentation, and discharge in violation of public policy;

•

all federal, state, and local statutory Claims, including Claims for discrimination, harassment, retaliation, attorneys’ fees, medical expenses, experts’ fees, costs and disbursements; and

•

any other Claims of any kind whatsoever, from the beginning of time until the Effective Date, in each case whether based on contract, tort, statute, local ordinance, regulation or any comparable law in any jurisdiction.

By way of example and not in limitation, Released Claims include any Claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Civil Rights Act of 1991; the Civil Rights Acts of 1866 and/or 1871, 42 U.S.C. Section 1981; the Americans with Disabilities Act, 42 U.S.C. 12101 et seq.; the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C.

§ 621 et seq.; the Family Medical Leave Act, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq.; the federal Worker Adjustment Retraining Notification Act (“WARN Act”), 29 U.S.C. § 2102 et seq; the Delaware Discrimination in Employment Act, Del. Code Ann. tit. 19, §§ 710 to 719A; the Delaware Whistleblowers’ Protection Act, Del. Code Ann. Tit. 19 §§ 1701 to 1708; the Delaware Wage Payment and Collection Act, Del. Code Ann. tit. 19, §§ 1101 to 1115; the Delaware Fair Employment Practices Act, Del. Code Ann. tit. 19, §§ 701 to 709A; the Delaware social media law, Del. Code Ann. Tit. 19 § 709A; the Massachusetts Fair Employment Practices Law, Mass. Gen. Laws ch. 151B; the Massachusetts Civil Rights Act, Mass. Gen. Laws ch. 12, § 11; the Massachusetts Equal Rights Act, Mass. Gen. Laws ch. 93; the Massachusetts Small Necessities Act, Mass. Gen. Laws ch. 149 § 52D; the Massachusetts Privacy Statute, Mass. Gen. Laws ch. 214, § 1B and C; the Massachusetts Equal Pay Act, Mass.

Exhibit 10.1

Gen. Laws ch. 149 § 105A-C; the Massachusetts Parental Leave Act, Mass. Gen. Laws ch. 149, § 105D; the Massachusetts AIDS Testing Act, Mass. Gen. Laws ch. 111 § 70F; the Massachusetts Consumer Protection Act, Mass. Gen. Laws ch. 93A; the Massachusetts Equal Rights for the Elderly and Disabled Law, Mass. Gen. Laws ch. 93 § 103; the Massachusetts Anti-Sexual Harassment Statute, Mass. Gen. Laws ch. 151B,

§ 3A; the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, §§ 148 et seq.; the Massachusetts Wage and Hour Laws, Mass. Gen. Laws ch. 151 § 1A et seq.; the Massachusetts age discrimination law, Mass. Gen. Laws ch. 149, § 24A et seq.; or any comparable law in any other jurisdiction. The Parties intend for this release to be enforced to the fullest extent permitted by law. YOU UNDERSTAND AND AGREE THAT THIS AGREEMENT CONTAINS A GENERAL RELEASE OF ALL CLAIMS.

You agree that the consideration you are receiving in exchange for your general release of claims shall be offset against any state or federal WARN Act (or other) notice or pay in lieu of notice obligation, if any, that the Company may be found to have in the future.

You represent that you have not initiated, filed, or caused to be filed in any court or arbitral forum and agree not to initiate, file or cause to be filed in any court or arbitral forum any Released Claims against any Released Parties with respect to any aspect of your employment by or termination from employment with the Company or with respect to any other Released Claim. You expressly covenant and warrant that you have not assigned or transferred to any person or entity any portion of any Released Claims that are waived, released and/or discharged herein. If you nonetheless file, cause to be filed, or pursue any Released Claims against one or more Released Party in any court or arbitral forum, you will pay to each such Released Party any costs or expenses (including attorneys’ fees and court costs) incurred by such Released Party in connection with such action, claim or suit.

In this paragraph, we provide you with specific information required under the ADEA. You acknowledge that you have received and reviewed any and all information required, if any, by the ADEA/Older Workers Benefit Protection Act pertaining to your termination from the Company. You agree that your release of claims in this Agreement includes a knowing and voluntary waiver of any rights you may have under the ADEA. You acknowledge that you have been given an opportunity to consider for forty-five (45) days the terms of this Agreement, although you may sign beforehand, and that you are advised by the Company to consult with an attorney. You further understand that you can revoke your acceptance of this Agreement, including your waiver of ADEA claims, within seven (7) business days of signing this Agreement, but that you will not be eligible for any Severance Benefits if you revoke your acceptance. Revocation must be made by delivering a written notice of revocation to charles.rennick@informatechtarget.com. You acknowledge and agree that for the revocation to be effective, the written notice must be received no later than the close of business (5:00 p.m. Boston local time) on the seventh (7th) business day after you sign this Agreement. This Agreement will become effective and enforceable on the eighth (8th) business day following your execution of this Agreement (the “Effective Date”), provided you have not exercised your right, as described herein, to revoke this Agreement. You further agree that any changes made to this Agreement, whether material or immaterial, will not restart the forty-five (45) day review period.

Exhibit 10.1

Notwithstanding the foregoing, the parties acknowledge and agree that you are not waiving or being required to waive (1) any right that cannot be waived as a matter of law, (2) rights for defense and indemnification (or related advancement of expenses) under U.S. and non-U.S. federal and state laws or under any contract or agreement with the Company or any of its affiliates or any predecessor of any of them or under the governing instruments or any insurance policies of the Company or any of its affiliates or any predecessor of any of them, (3) rights to any vested benefits or pension funds; (4) rights to any equity or equity based-award that is, in either case, vested or eligible to vest by its terms after your termination of employment, and (5) rights to seek worker’s compensation or unemployment insurance benefits, subject to the terms and conditions thereof.

Further, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prohibit or interfere with your exercising protected rights, including rights under the National Labor Relations Act; filing a charge with, or participating in any investigation or proceeding before, any local, state or federal government agency, including, without limitation, the Equal Employment Opportunity Commission or OSHA. You retain the right to participate in any such action but waive any right to recover money damages or other individual legal or equitable relief awarded by any such governmental agency, including any payment, benefit, or attorneys’ fees, and hereby waive any right or claim to any such relief; provided, however, that nothing herein shall bar or impeded in any way your ability to seek or receive and fully retain a monetary incentive award from a government-administered whistleblower award program. The parties further acknowledge and agree that this Agreement shall not be construed as a waiver of any rights that are not subject to waiver by private agreement or otherwise cannot be waived as a matter of law.

Moreover, nothing in this Agreement or elsewhere prohibits or restricts you from communicating with, or voluntarily providing information you believe indicates possible or actual violations of the law to, local, state or federal government agencies, any legislative body, law enforcement, or any self-regulatory organization (including but not limited to the Securities and Exchange Commission). You are not required to notify the Company of any such communications. You are hereby notified that 18 U.S.C. § 1833(b) states as follows: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Accordingly, notwithstanding any other provision of this Agreement to the contrary, you have the right to (1) disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of the law or (2) disclose trade secrets in a document filed in a lawsuit or other proceeding so long as that filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).

You and the Company agree that this Agreement is not an admission of guilt or liability on the part of you and the Company under any national, federal, state or local law, whether statutory or common law. Liability for any and all claims is expressly denied by you and the Company.

Exhibit 10.1

This Agreement, including the attached Separation Agreement and Exhibit 1, are the entire agreement and understanding between you and the Company concerning its subject matter and may only be amended in writing signed by you and by authorized representatives of the Company. If any provision of this Agreement or the application thereof to any person, place, or circumstance shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provision as applied to other person, places, and circumstances shall remain in full force and effect.

This Agreement, the legal relations between the parties and any action, whether contractual or non- contractual, instituted by any party with respect to matters arising under or growing out of or in connection with or in respect of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to conflicts of law doctrines that require application of another law. Any legal action or suit related in any way to this Agreement shall be brought exclusively in the federal or state courts of the Commonwealth of Massachusetts.

This Agreement may be executed in any number of counterparts (each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument) and delivered by electronic means.

Finally, by your signature below, you acknowledge each of the following: (a) that you have read this Agreement or have been afforded every opportunity to do so; (b) that you are fully aware of the Agreement’s contents and legal effect; and (c) that you have voluntarily chosen to enter into this Agreement, without duress or coercion, economic or otherwise, and based upon your own judgment and not in reliance upon any promises made by the Company other than those contained in this Agreement.

Appendix A and Exhibit 1 form a part of, and are hereby incorporated by reference in, this Agreement.

[Remainder of Page Intentionally Left Blank]

Exhibit 10.1

UNDERSTOOD AND AGREED:

EXECUTIVE

/s/ Rebecca Kitchens DATE: 8/1/2025

Name: Rebecca Kitchens

INFORMA TECHTARGET

/s/ Gary Nugent DATE: 8/1/2025

Name: Gary Nugent

Title: Chief Executive Officer

Exhibit 10.1

APPENDIX A

Separation Agreement

•

On the first pay period following the Termination Date, the Company will provide you with a lump sum payment, less all applicable federal, state, local and other taxes and deductions, comprised of the following:

Six (6) months’ pay, at your base salary rate as of the Termination Date, which constitutes payment in lieu of the Notice Period as contemplated in Section 6(h) of your Employment Agreement; and

An additional four (4) weeks of pay at your base salary rate as of the Termination Date.

•

Subject to your timely execution and non-revocation of the Release Agreement to which this Appendix A is attached and your compliance in all material respects with the terms thereof, the Company will provide you with the following severance benefits (the “Severance Benefits”) in accordance with Section 7(b) of the Employment Agreement:

Severance Pay: Severance pay in the gross sum of $300,000, representing nine (9) months of salary continuation, less all applicable federal, state, local and other taxes and deductions (“Severance Pay”);

Prorated Bonus: A prorated portion of your targeted 2025 annual bonus in the gross amount of $233,000, less all applicable federal, state, local and other taxes and deductions (the “Bonus Pay”);

COBRA Benefits: If you are eligible for and elect to receive continued coverage for you and, if applicable, your eligible dependents under the Company’s group health benefits plan(s) in accordance with the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), for a period of nine (9) months following the Termination Date, the Company will directly pay the provider for the excess of (x) the amount that you are required to pay monthly to maintain such COBRA continuation coverage, over (y) the amount that you would have paid monthly to participate in the Company’s group health benefit plan(s) had you continued to be an employee of the Company, provided, that the Company in addition shall pay you an amount sufficient to cover any additional taxes to be paid by you on any amounts that are imputed in income in connection with such payment of a portion of COBRA premiums, and provided, further, that the Company’s payment of a portion of COBRA premiums described in this provision shall terminate earlier as of the date on which you become eligible for any comparable health benefits as a result of subsequent employment or service or cease to be eligible for continued coverage; and Equity Acceleration: Accelerated vesting of all of the unvested restricted stock units (“RSUs”) you have as of the Effective Date (141,561 RSUs), which RSUs shall otherwise be settled in accordance with the terms of the applicable award agreement.

Exhibit 10.1

The Severance Pay and Bonus Pay will be made in substantially equal installments over a nine (9)-month period following the Termination Date in accordance with the Company’s regular payroll practices, beginning on the Company’s first regular payroll date that is at least five (5) business days following the Effective Date (with the first installment including a “catch-up” payment for the Severance Pay and Bonus Pay that would have been paid as of such date had the installments begun in the Company’s next regular payroll date following the Termination Date).

Exhibit 10.1

EXHIBIT 1

In accordance with Section 7(d)(iii) of the Employment Agreement, you hereby reaffirm your obligations set forth in Section 8 (Confidential Information, Noncompetition and Cooperation) of the Employment Agreement, which obligations are copied below and appended hereto in this Exhibit 1 and are hereby incorporated by reference into the Release Agreement.

8. Confidential Information, Noncompetition and Cooperation.

(a)

Consideration and Notice. The Executive enters into this Agreement in exchange for employment and the compensation and benefits associated with the Executive’s role. The Executive further enters into this agreement in exchange for eligibility to receive equity grants as set forth in Section 4(d) of this Agreement, eligibility to participate in and receive bonuses under the Employer’s annual incentive program as set forth in Section 4(b) of this Agreement and eligibility to receive the Termination Benefits set forth in Section 7(b) of this Agreement. The Executive also enters into this Agreement in exchange for the continued provision of new Confidential Information (as defined below) to the Executive as part of the Executive’s employment with the Employer. The Executive and the Employer agree that this Agreement is supported by mutually agreed-upon consideration under the Massachusetts Noncompetition Agreement Act (MGL c.149, § 24L) and agree and stipulate not to challenge the sufficiency of the agreed-upon consideration supporting this Agreement. The Executive acknowledges and agrees that: (i) the Employer has advised the Executive, in writing, that the Executive has the right to consult with counsel prior to signing this Agreement (and this document constitutes that writing); and (ii) the Executive has been given more than ten (10) business days to review this Agreement prior to signing it.

(b)

Confidential Information. As used in this Agreement, “Confidential Information” means non-public information belonging to the Employer and its affiliates and subsidiaries which is of value to the Employer in the course of conducting its business and the disclosure of which could result in a competitive or other disadvantage to the Employer or its affiliates or subsidiaries. Confidential Information includes, without limitation, (i) all information concerning trade secrets of the Employer or any of its affiliates or subsidiaries, including computer programs, system documentation, special hardware, product hardware, related software development, computer systems, source code, object code, manuals, formulae, processes, methods, machines, compositions, ideas, improvements or inventions; (ii) all sales and financial information concerning the Employer or its affiliates or subsidiaries; (iii) all customers, customer lists or requirements; (iv) all group strategy, research activities, data, technology, methodologies, techniques, distribution plans, contractual arrangements, profits, sales, price lists, pricing policies, operational methods, technical processes, other business affairs and methods, plans for future developments and other technical and business information relating to the business of the Employer and its affiliates or subsidiaries, their employees, their officers, their business partners or customers and all trademarks, domain names, copyrights and patents and applications thereof, all inventions, processes, studies, reports, research records, market surveys and know-how and technical papers; (v) all information in any way concerning the business or affairs of the Employer or its affiliates or subsidiaries, suppliers, business partners or customers which was furnished to the Executive by the Employer or its affiliates or subsidiaries, suppliers, business partners or customers or otherwise discovered by the Executive during the Executive’s employment with the Employer; and (vi) any document marked “confidential” or any information which the Executive has been advised is confidential or which might reasonably be expected to be regarded as confidential or any information which has been given to the Employer or any of its affiliates or subsidiaries in confidence by customers, suppliers or other persons.

Exhibit 10.1

Notwithstanding the foregoing, Confidential Information does not include information in the public domain, unless due to breach of the Executive’s duties under Section 8(c).

(c)

Confidentiality. The Executive’s employment creates a relationship of confidence and trust between the Executive and the Employer with respect to all Confidential Information. At all times, both during the Executive’s employment with the Employer and after its termination, the Executive will keep in confidence and trust all such Confidential Information, and will not use or disclose any such Confidential Information without the written consent of the Employer, except as may be necessary in the ordinary course of performing the Executive’s duties to the Employer. The Executive understands that pursuant to the Defend Trade Secrets Act of 2016, the Executive shall not be held criminally, or civilly, liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or an attorney, for the sole purpose of reporting, or investigating, a violation of law. Moreover, the Executive understands that the Executive may disclose trade secrets in a complaint, or other document, filed in a lawsuit, or other proceeding, if such filing is made under seal. Finally, the Executive understands that an employee who files a lawsuit alleging retaliation by the Employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the employee and use the trade secret in the court proceeding, if the employee files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement prohibits the Executive from making truthful statements or disclosures about any alleged unlawful employment practice, including, but not limited to, discrimination, harassment or retaliation.

(d)

Documents, Records, etc. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Executive by the Employer or are produced by the Executive in connection with the Executive’s employment will be and remain the sole property of the Employer. The Executive will return to the Employer all such materials and property as and when requested by the Employer. In any event, the Executive will return all such materials and property immediately upon termination of the Executive’s employment for any reason.

Exhibit 10.1

The Executive will not retain with the Executive any such material or property or any copies thereof after such termination.

(e)

Noncompetition. During the Term and for a period of six (6) months thereafter, if the Executive’s employment with the Employer is terminated in connection with a notice of termination provided by either party prior to the first anniversary of the Effective Time, and nine (9) months thereafter, if the Executive’s employment with the Employer is terminated in connection with a notice of termination provided by either party upon or following the first anniversary of the Effective Time, the Executive will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, perform the same or substantially similar duties for a Competing Business (as hereinafter defined) that Executive performed for Employer or any of its affiliates or subsidiaries in the twenty-four (24) months prior to termination of Executive’s employment within the Restricted Territory (as hereinafter defined). The Executive understands that the restrictions set forth in this Section 8(e) are intended to protect the Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” means any businesses that offer (i) digital demand generation and digital advertising, and purchase intent data or sales and marketing workflow solutions targeted toward customers that offer technology or communications solutions inclusive of hardware, software, and services; (ii) market data, research, and advisory services or consulting services incorporating industry analyst content targeted toward customers that offer technology or communications solutions inclusive of hardware, software, and services; or (iii) content marketing services inclusive of custom content creation targeted toward customers that offer technology or communications solutions inclusive of hardware, software, and services. For purposes of this Agreement, the term “Restricted Territory” means any geographic area or territory where the Executive conducted business for or on behalf of the Employer or any of its affiliates or subsidiaries, or where parties were located with whom or which the Executive interacted during the twenty-four (24) months prior to termination of the Executive’s employment.

(f)

Nonsolicitation. During the Term and for a period of six (6) months thereafter, if the Executive’s employment with the Employer is terminated in connection with a notice of termination provided by either party prior to the first anniversary of the Effective Time, and nine (9) months thereafter, if the Executive’s employment with the Employer is terminated in connection with a notice of termination provided by either party upon or following the first anniversary of the Effective Time, the Executive (i) will refrain, either alone or in association with others, from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting any Restricted Person (as defined herein), inducing or influencing any Restricted Person to terminate their relationship with the Employer or any of its subsidiaries (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Employer) or otherwise interfering in any material respect with said relationship; and (ii) will refrain, either alone or in association with others, from (x) soliciting any Restricted Business Partner (as defined herein) or (y) encouraging any Restricted Business Partner, in the case of each of clauses (x) and (y), to terminate or otherwise modify adversely its business relationship with the Employer or any of its subsidiaries.

Exhibit 10.1

The Executive understands that the restrictions set forth in this Section 8(f) are intended to protect the Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Restricted Person” means each and every person employed by the Employer or any of its subsidiaries within the twelve (12) month period preceding termination of the Executive’s employment and with whom the Executive, during such period, had supervisory responsibility or work-related contact, or about whom the Executive acquired Confidential Information relating to compensation, benefits, performance evaluations or services (in each case, excluding any such persons whose relationship with the Company or its subsidiaries was terminated by the Company or its subsidiaries without cause). For purposes of this Agreement, the term “Restricted Business Partner” means each and every customer, vendor, supplier, consultant and independent contractor with whom or with which the Employer or any of its affiliates or subsidiaries has conducted business within the twelve (12) month period preceding termination of the Executive’s employment and with whom the Executive, during such twelve (12) month period, had business-related contact or about which the Executive acquired Confidential Information by virtue of the Executive’s employment relationship with the Employer.

(g)

Third-Party Agreements and Rights. The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information or the Executive’s engagement in any business. The Executive represents to the Employer that the Executive’s execution of this Agreement, the Executive’s employment with the Employer and the performance of the Executive’s proposed duties for the Employer will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Employer, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Employer any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

(h)

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Employer which relate to events or occurrences that transpired while the Executive was employed by the Employer. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Employer at mutually convenient times.

Exhibit 10.1

During and after the Executive’s employment, the Executive also shall cooperate fully with the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Employer. The Employer shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 8(h).

(i)

Reasonableness of Restrictions and Remedies. The Executive agrees that the terms of Section 8 of this Agreement are intended to protect and preserve legitimate business interests of the Employer and are reasonable and necessary. It is further agreed that any breach of Sections 8 of this Agreement may render irreparable harm to the Employer. In the event of a breach or threatened breach by the Executive, the Executive acknowledges and agrees that the Employer’s remedies at law may be inadequate and that, subject to Section 9, the Employer shall be entitled to injunctive and other equitable relief against any threatened or continued breach of this Agreement by the Executive without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach or posting a bond. In the event a court of competent jurisdiction determines that any provision of this Agreement is excessively broad, it is expressly agreed that this Agreement shall be construed so that the remaining provisions hereof shall not be affected by any such determination, but shall remain in full force and effect, and any such overbroad provision(s) shall be deemed, without further action on the part of any party, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. Further, a court of competent jurisdiction may modify any such overbroad provision to the extent necessary to make the provision enforceable according to applicable law and enforce the provision as modified. The Executive further agrees that any applicable restricted period set forth in Sections 8(e) and (f) shall be tolled during any legal proceedings during which the Employer seeks to enforce any of these covenants against the Executive if it is ultimately determined that the Executive was in breach of such covenants.

(j)

Future Employer Notice. The Executive agrees that, during the non-competition and non-solicitation period, he will give notice to the Employer of each new business activity he plans to undertake, at least ten (10) business days prior to beginning any such activity. The notice shall state the name and address of the individual, corporation, association or other entity or organization (“Entity”) for whom such activity is undertaken and the name of the Employee’s business relationship or position with the entity. The Executive further agrees to provide the Employer with other pertinent information concerning such business activity as the Employer may reasonably request in order to determine the Executive’s continued compliance with the Executive’s obligations under this Agreement.

Exhibit 10.1

The Executive agrees to provide a copy of the Agreement to all persons and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them.

EX-10.2 3 ttgt-ex10_2.htm EX-10.2 - SHORT-TERM INCENTIVE PLAN EX-10.2

Exhibit 10.2

TECHTARGET, INC.SHORT-TERM INCENTIVE PLAN

Purpose and Objectives

This 2025 Executive Short-Term Incentive Plan (the “STIP”) is intended to: (a) motivate and reward executive and senior leadership to deliver top-line revenue growth, (b) retain talent identified as critical to the combination of the legacy Informa Tech and legacy TechTarget businesses and/or the long-term success of TechTarget, Inc. d/b/a Informa TechTarget (the “Company”), and (c) align executive and senior leadership rewards for the Company. The STIP is for the benefit of Covered Executives (as defined below).

Covered Executives

From time to time, the Compensation Committee of the Board of Directors of the Company (the “Committee”) may select certain key executives and senior leaders (the “Covered Executives”) to be eligible to receive bonuses hereunder.

Administration

The Committee shall have the sole discretion and authority to administer and interpret the STIP. The specific goals and targets under the STIP for each performance period shall be determined by the Committee and, once approved, filed with the minutes of the Committee. A Covered Executive may receive a bonus payment under the STIP based upon the attainment of various performance targets which are established by the Committee and relate to financial and operational metrics with respect to the Company or any of its subsidiaries (the “Performance Goals”), including, but not limited to, the following: earnings per share, revenues, operating profit, CAGR, EBIT, Adjusted EBITDA, or such other metrics as the Committee may determine.

Bonus Determinations

(a) For 2025, payment of a bonus to a Covered Executive pursuant to the STIP will be based 80% upon the attainment of a revenue target and 20% based upon the attainment of an operating profit target, as further defined and approved by the Committee. For instance, if 100% of the targeted bonus for the revenue component is earned and 20% of the targeted bonus for the operating profit component is earned, the total bonus payment will equal 84% (80% x 100% + 20% x 20%) of the target bonus amount.

(b) For 2025, no payout will be earned under the STIP if the minimum revenue and operating profit metrics are not achieved based on the targets approved by the Committee. If the applicable minimum threshold is achieved, a Covered Executive will earn a portion of their targeted bonus amount, as determined by the Committee, with incremental increases in their targeted bonus up to the maximum revenue and operating profit metrics. For each additional 1% above the 100% revenue target, an additional bonus of 10% will be awarded to the Covered Executive, with the revenue component capped at up to 300% payout on this metric. For each additional 1% above the 100% operating profit target, an additional bonus of 10% will be awarded to the Covered Executive, with the operating profit component capped at 150% payout on this metric.

General Administration

TechTarget, Inc.

Short-Term Incentive Plan 1

Exhibit 10.2

(a) Except as otherwise set forth in this Plan (i) any bonuses paid to Covered Executives under the Plan shall be based upon objectively determinable bonus formulas that tie such bonuses to one or more performance targets relating to the Performance Goals (ii) bonus formulas for Covered Executives shall be adopted in each performance period by the Committee and communicated to each Covered Executive at the beginning of each bonus period and (iii) no bonuses shall be paid to Covered Executives unless and until the Committee makes a determination with respect to the attainment of the performance objectives. Notwithstanding the foregoing, the Company may adjust bonuses payable under the STIP based on achievement of individual performance goals or pay bonuses (including, without limitation, discretionary bonuses) to Covered Executives under the STIP based upon such other terms and conditions as the Committee may in its discretion determine.

(b) Each Covered Executive shall have a targeted bonus opportunity for each performance period. The maximum bonus payable to a Covered Executive under the STIP shall be established by the Committee for the applicable performance period.

(c) The payment of a bonus to a Covered Executive with respect to a performance period shall be conditioned upon the Covered Executive’s employment by the Company on the last day of the performance period; provided, however, that the Committee may make exceptions to this requirement, in its sole discretion, including, without limitation, in the case of a Covered Executive’s termination of employment, retirement, death or disability and as required under the terms of any applicable agreement with a Covered Executive.

Timing of Payment

The Performance Goals will be measured at the end of each fiscal year. If the Performance Goals are met, payments will be made for the STIP within 60 days after the Committee determines that they have been met, but not later than March 15 of the year following the fiscal year in which the performance period ended.

Amendment and Termination

The Company reserves the right to amend or terminate the STIP at any time in its sole discretion.

TechTarget, Inc.

Short-Term Incentive Plan 2

EX-31.1 4 ttgt-ex31_1.htm EX-31.1 - CERTIFICATION OF CEO EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gary Nugent, certify that:

I have reviewed this Quarterly Report on Form 10-Q of TechTarget, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-4931

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 10, 2025

      
/s/ Gary Nugent

     Gary Nugent

    

     Chief Executive Officer

    

EX-31.2 5 ttgt-ex31_2.htm EX-31.2 - CERTFIFICATION OF PRINCIPAL FINANCIAL OFFICER EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Daniel Noreck, certify that:

I have reviewed this Quarterly Report on Form 10-Q of TechTarget, Inc.;

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-4931;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 10, 2025

      
/s/ Daniel T. Noreck

     Daniel T. Noreck

    

     Chief Financial Officer and Treasurer

    

EX-32.1 6 ttgt-ex32_1.htm EX-32.1 - CERTIFICATION OF CEO AND CFO EX-32.1

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND

PRINCIPAL FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Each of Gary Nugent and Daniel Noreck hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his/her capacity as Chief Executive Officer and Chief Financial Officer and Treasurer, respectively, of TechTarget, Inc. (the “Company”), that, to his knowledge, the Quarterly Report of the Company on Form 10-Q for the period ended September 30, 2025 as filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: November 10, 2025	By:	/s/ Gary Nugent
		Gary Nugent
		Chief Executive Officer

Date: November 10, 2025	By:	/s/ Daniel Noreck
		Daniel Noreck
		Chief Financial Officer and Treasurer