What changed in this filing

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Item 1. Financial Statements

2025-07-14 compared with 2024-11-12 · 608 added, 153 removed, 16 unchanged (98% of the section changed)

Financial Statements (Unaudited)

Toro CombineCo, Inc.

Condensed Consolidated Balance She ets

September 30,

LIABILITIES AND EQUITY

Financial Statements

TechTarget, Inc.

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

March 31, 2025

December 31, 2024

Current assets:

Cash and cash equivalents

Short-term investments

Accounts receivable, net of allowance for credit losses of $ 1,219 and $ 907 respectively

Related party receivables

Prepaid taxes

Prepaid expenses and other current assets

Total current assets

Non-current assets:

Property and equipment, net

Intangible assets, net

Operating lease right-of-use assets

Deferred tax assets

Other non-current assets

Total non-current assets

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

Related party payables

Contract liabilities

Operating lease liabilities

Accrued expenses and other current liabilities

Accrued compensation expenses

Income taxes payable

Convertible debt

Total current liabilities

Non-current liabilities:

Operating lease liabilities

Other liabilities

Related party revolving line of credit

Deferred tax liabilities

Total non-current liabilities

Total liabilities

Common stock, $ 0.001 par value;

1,000 authorized, issued and outstanding

Stockholder receivable

Stockholders’ equity:

Common stock, $ 0.001 par value; 250,000,000 shares authorized; 71,485,181 shares issued and outstanding at March 31, 2025;

71,460,169 shares issued and outstanding at December 31, 2024

Additional paid-in capital

Total liabilities and equity

Retained deficit

Accumulated other comprehensive income

Total stockholders’ equity

Total liabilities and stockholders’ equity

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

Toro CombineCo, Inc.

Condensed Consolidated

of Operations

and Comprehensive

Income (Loss)

TechTarget, Inc.

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

(in thousands, except per share data)

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Cost of revenue

March 31, 2025

March 31, 2024

Cost of revenues 1,2

Operating expenses:

Earnings from operations

Other expenses, net

Earning before income taxes

Provision for income taxes

Net income (loss)

Other comprehensive income (loss), net of tax

Comprehensive income (loss)

Net earnings per share, basic and diluted

Weighted average common shares outstanding, basic and diluted

See accompanying Notes to Condensed Consolidated Financial Statements.

Toro CombineCo, Inc.

Condensed Consolidated Statements of Equi ty

Three months ended September 30,

Nine Months ended September 30,

Beginning balance

Shares issued

Ending balance

Shareholders receivable

Beginning balance

Ending balance

Additional paid-in

See accompanying Notes to Condensed Consolidated

Financial Statements.

Toro CombineCo, Inc.

Condensed Consolidated Statements

of Cash Flows

September 30,

Selling and marketing 2

General and administrative 1,2

Product development 2

Amortization, excluding amortization of $ 2,473 , and $ 102 included in cost of revenues

Impairment of goodwill

Impairment of long-lived assets

Acquisition and integration costs 1

Remeasurement of contingent consideration

Total operating expenses

Operating loss

Related party interest expense

Interest income 1

Other income (expense), net

Loss before provision for income taxes

Income tax benefit (provision)

Other comprehensive income, net of tax:

Foreign currency translation gain

Total comprehensive loss

Net loss per common share:

Weighted average common shares outstanding:

(1) Amounts include related party transactions as follows:

Cost of revenues

General and administrative

Interest income

Acquisition and integration costs

(2) Amounts include stock-based compensation expense as follows:

Cost of revenues

Selling and marketing

General and administrative

Product development

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

TechTarget, Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share and per share data)

Net Parent Deficit

Other Comprehensive

Total Stockholders’

Balance, December 31, 2023

Net transfers to Parent

Other comprehensive income

Balance, March 31, 2024

Additional Paid-In Capital

Retained Earnings (Deficit)

Other Comprehensive

Income (Loss)

Total Stockholders’

Balance, December 31, 2024

Other comprehensive income

Issuance of shares of common stock from RSU awards

Stock-based compensation

Balance, March 31, 2025

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

TechTarget, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

For the Three Months Ended

Operating Activities:

Net cash provided by operating activities

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Provision for bad debt

Operating lease expense

Stock-based compensation

Deferred tax provision

Impairment of long-lived assets

Impairment of goodwill

Fair value adjustment to debt

Gain on disposal of property, plant and equipment

Remeasurement of contingent consideration

Net foreign exchange (gain)/loss

Changes in operating assets and liabilities (net of the impact of acquisitions):

Accounts receivable

Prepaid expenses and other current assets

Related party receivables

Accounts payable

Income taxes payable

Accrued expenses and other current liabilities

Accrued compensation expenses

Operating lease liabilities with right of use

Contract liabilities

Other assets (liabilities)

Related party payables

Net cash provided by (used in) operating activities

Investing activities:

Purchases of property and equipment, and other capitalized assets

Purchases of intangible assets

Purchase of investments

Sale of short-term investments

Net cash provided by (used in) investing activities

Financing activities:

Cash pool arrangements with Parent

Proceeds from related party long term debt

Repayment of convertible notes

Net transfers to Parent

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents

Increase (Decrease) in cash and cash equivalents

Beginning cash and equivalents

Ending cash and equivalents

See accompanying Notes to Condensed Consolidated Financial Statements.

Toro CombineCo, Inc.

Notes to Condensed Consolidated Financial Statements

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

Organization and Operations

Toro CombineCo, Inc.

(“CombineCo”), a direct, wholly owned subsidiary of TechTarget, Inc.

(“TechTarget”), is a Delaware corporation that was formed on January 4, 2024 by TechTarget for the purpose of engaging in the Transactions discussed herein.

On January 10, 2024, TechTarget, CombineCo, Toro Acquisition Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of CombineCo (“Merger Sub”), Informa PLC, a public limited company organized under the laws of England and Wales (“Informa”), Informa US Holdings Limited, a private company organized under the laws of England and Wales and an indirect, wholly owned subsidiary of Informa (“Informa HoldCo”), and Informa Intrepid Holdings Inc., a Delaware corporation and a direct, wholly owned subsidiary of Informa HoldCo (“Informa Intrepid”), entered into an Agreement and Plan of Merger (as it may be amended, modified or supplemented from time to time, the “Transaction Agreement”) to combine the digital businesses of Informa’s Informa Tech division (collectively, the “Informa Tech Digital Businesses”) and TechTarget under a new publicly traded company (collectively, the “Transactions”).

A special meeting of TechTarget stockholders will be held on November 26, 2024 at 10:00 a.m., Eastern time, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109, for the following purposes:

To adopt the Transaction Agreement.

To approve, on a non-binding,

advisory basis, the compensation that will or may become payable to TechTarget’s named executive officers in connection with the Transactions, including the Merger.

To approve and adopt the proposed TechTarget, Inc.

2024 Incentive Plan.

To approve and adopt the proposed TechTarget, Inc.

2024 Employee Stock Purchase Plan.

To adjourn TechTarget’s special meeting if TechTarget determines it is necessary to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to adopt the Transaction Agreement (such meeting, including any adjournment or postponement thereof, the “special meeting”).

If the Transactions are consummated, CombineCo will change its registered name with the Secretary of State of the State of Delaware to “TechTarget, Inc.” (which we refer to the renamed, post-closing CombineCo as “NewCo”).

TechTarget will change its registered name with the Secretary of State of the State of Delaware to “TechTarget Holdings Inc.” and the TechTarget common stock will be delisted from The Nasdaq Global Market (“Nasdaq”) and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and cease to be publicly traded.

Immediately following the closing of the Transactions (the “Closing”), NewCo will own the assets of TechTarget and the Informa Tech Digital Businesses.

In connection with the Closing, (i) Informa HoldCo will contribute to CombineCo all of the issued and outstanding shares of capital stock of Informa Intrepid and $ 350 million in cash, in exchange for NewCo common stock common stock, par value $ 0.001 per share (“NewCo common stock”), (ii) Merger Sub will merge with and into TechTarget, with TechTarget surviving the merger and becoming a direct wholly owned subsidiary of NewCo (the “Merger”) and (iii) as a result of the Merger, each issued and outstanding share of TechTarget common stock will be converted (subject to certain exceptions) into the right to receive one share of NewCo common stock and a pro rata share of an amount in cash equal to $ 350 million.

Informa HoldCo will own 57 % of the outstanding shares of NewCo common stock (on a fully diluted basis, but without taking into account shares which may be issued upon the conversion (if any) of the TechTarget convertible notes or shares reserved for future grants pursuant to certain NewCo equity incentive plans) and former TechTarget stockholders will own the remaining outstanding shares of NewCo common stock.

NewCo intends to list the NewCo common stock on Nasdaq or such other U.S.

national securities exchange as mutually agreed in writing by the parties to the Transaction Agreement, under TechTarget’s current stock ticker symbol “TTGT.”

The Companies to the Transactions

CombineCo / NewCo

CombineCo is a Delaware corporation that was formed by TechTarget for the purpose of engaging in the Transactions.

Since the date of its incorporation, CombineCo has not engaged in any activities other than as contemplated by the Transaction Agreement.

At the completion of the Transactions, CombineCo will be renamed TechTarget, Inc.

After the completion of the Transactions, NewCo will be a holding company whose principal assets will be (i) the company that today is TechTarget and (ii) the Informa Tech Digital Businesses.

Immediately after the completion of the Transactions, NewCo’s equity capital will consist solely of the NewCo common stock issued pursuant to the Transactions.

TechTarget is a global data, software and analytics leader for purchase intent-driven marketing and sales data which delivers business impact for B2B companies.

Its solutions are designed to enable B2B technology companies to identify, reach, and influence key enterprise technology decision makers faster and with higher efficacy.

It offers products and services intended to improve IT vendors’ abilities to impact highly targeted audiences for business growth using advanced targeting, first-party analytics and data services complemented with customized marketing programs that integrate content creation, demand generation, brand marketing, and other advertising techniques.

Toro Acquisition Sub, LLC has been formed solely for the purpose of engaging in the Transactions.

Since the date of its formation, Merger Sub has not engaged in any activities other than as contemplated by the Transaction Agreement.

Merger Sub is, and until the Closing will be, a Delaware limited liability company that is wholly and directly owned by CombineCo.

At the Closing, Merger Sub will be merged with and into TechTarget and the separate legal existence of Merger Sub will end.

Informa PLC is a leading international B2B events, B2B digital services and academic markets group.

It owns and operates a range of specialist brands that deliver unique connections, specialist data, information and intelligence to B2B companies, professionals, educational institutions, research funders and academics worldwide.

Informa’s live and on-demand

events bring together buyers, sellers and decision makers in one place and at one time to meet, discover and showcase products, trade and grow.

Examples of such events include WasteExpo, BlackHat, Retail Asia Conference & Expo and CPHI North America.

In B2B Markets, Informa has built a leading global platform for live and on-demand

B2B events, connecting buyers and sellers across a range of specialist markets in person and online.

Through specialist technology research, specialist media brands and first party B2B data, it also provides digital B2B solutions to enterprise technology vendors by delivering targeted audiences, highly qualified leads, demand generation and buyer intent that help identify, reach and influence key technology decision makers.

Informa’s Academic Markets business, Taylor & Francis, is one of the world’s leading publishers of advanced, emerging and applied academic research and knowledge.

Taylor & Francis works with leading experts and knowledge makers across a range of specialist subject categories spanning science, technology, medicine, humanities and social sciences, ensuring high quality research has an impact by being discovered by the right audience and contributing to human progress.

Informa is listed on the London Stock Exchange and is a member of the FTSE 100 index.

It operates in around 30 countries, with particular strengths in North America, IMEA (India, Middle East and Africa) and Asia.

Over the last three years, Informa has invested in building a centralized customer data platform, known as IIRIS.

This proprietary platform collates, standardizes, enriches, segments and analyses first party B2B data gathered from across Informa’s B2B portfolio of B2B brands, including through live and on-demand

events, specialist research and our media brands.

This includes both firmographic data from registrations and subscriptions and behavioral data from observing online interactions and engagement with our content.

In total, Informa’s permissioned first party data audience is currently approximately 20 million.

Informa HoldCo

Informa US Holdings Limited is a wholly owned subsidiary of Informa that, as of immediately prior to the Closing, will hold all of the equity interests of Informa Intrepid.

Informa Intrepid and the Informa Tech Digital Businesses

Informa Intrepid Holdings Inc.

is a wholly owned subsidiary of Informa HoldCo that, as of immediately prior to the Closing, will hold directly or indirectly the Informa Tech Digital Businesses.

The Informa Tech Digital Businesses help technology companies accelerate growth through first party B2B data, market insight and market access.

Over the last five years, the Informa Tech Digital Businesses have built a strong position in B2B data, market insight and market access, expanding international reach and building a broader set of solutions and capabilities to serve both the buy-side

and sell-side of the technology market.

This portfolio of products helps 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.

At the heart of the Informa Tech Digital Businesses’ growth is a portfolio of specialist brands delivering highly relevant and engaging business content to B2B audiences.

Omdia, Industry Dive, NetLine, Canalys and Wards are the foundation of the Informa Tech Digital Businesses, alongside their portfolio of specialist digital media brands.

These products inform, educate and influence tech buyers, creating engaged, specialist audiences and delivering approximately 5

million permissioned first party data records.

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 ROI and accelerate growth.

In addition, through its specialist tech research business, the Informa Tech Digital Businesses employ more than 300

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.

Related Party Transactions

As of September 30, 2024 and January 4, 2024, a stockholder receivable of $ 1 was due from TechTarget.

Commitments and Contingencies

Following the announcement of the execution of the Merger Agreement, two lawsuits have been filed in the Supreme Court of the State of New York by purported stockholders of the Company, each naming the Company and the members of its board of directors as defendants (the “Complaints”).

The first action is captioned Catherine Coffman v.

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at March 31

Supplemental disclosure of cash flow information:

Cash paid for taxes, net

Cash paid for interest on related party long term debt

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

TechTarget, Inc.

et al., 655891/2024, and was filed on November 7, 2024 .

The second action is captioned Susan Finger v.

Notes to Unaudited Condensed Consolidated Financial Statements

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

Business overview and basis of presentation

Nature of business

TechTarget, Inc.

et al., 655885/2024, and was also filed on November 7, 2024 .

The Complaints claim that the Definitive Proxy Statement is materially incomplete and misleading in violation of New York common law.

In particular, the Complaints generally allege that the Definitive Proxy Statement contains materially misleading and incomplete information concerning, among other things:

(i) the Company’s, Informa Tech’s, and the pro forma company’s financial projections;

(ii) the data and inputs underlying the financial analyses of the Company’s financial advisor, J.P.

Morgan Securities LLC (“J.P.

and (iii) potential conflicts of interest between Company insiders and BrightTower Securities, LLC (“BrightTower”).

The Complaints also seek to enjoin the transaction, rescind the transaction should it be consummated or an award of damages if the transaction is consummated, and an award of fees and expenses.

The Company has also received correspondence from law firms claiming to represent purported stockholders, who have threatened litigation and/or made other demands relating to the Merger, including that additional disclosures be provided (the “Litigation Matters”).

The Company cannot predict whether any of such demands or threats will result in litigation, whether additional demands or litigation may materialize, or the outcome of any such litigation relating to the Merger.

If additional similar complaints are filed or additional demands are received, absent new or materially different allegations, the Company will not necessarily disclose them.

The Company and other named defendants in the Complaints deny that they have violated any laws or breached any duties to the Company’s stockholders, and the Company denies all allegations in the Litigation Matters.

The Company believes that no supplemental disclosure to the Definitive Proxy Statement was or is required under any applicable law, rule or regulation.

However, solely to eliminate the burden and expense of litigation, to moot the plaintiff’s disclosure claims, and to avoid potential delay or disruption to the Merger, the Company has determined to voluntarily supplement the Definitive Proxy Statement.

The Company believes that the disclosures set forth in the Definitive Proxy Statement comply fully with applicable law, and nothing shall otherwise be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein.

Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted (Generally Accepted Accounting Principles or “U.S.

GAAP”) in the United States (“U.S.”) for interim financial information and with the instructions to Form 10-Q

and Rule 10-01

of Regulation S-X.

(“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 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 ASC 805, Business Combination (“ASC 805”).

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.

All adjustments, which, in the opinion of management, are considered necessary for a fair presentation of the results of operations for the periods shown, are of a normal, recurring nature and have been

reflected in the condensed consolidated 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.

Events subsequent to September 30, 2024, including any completion of the Transactions, are not reflected in the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

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.

• 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 months ended March 31, 2024 in this Form 10-Q in accordance with ASC Topic 250, Accounting Changes and Error Correction s.

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 months ended March 31, 2024 were identified and corrected:

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 for the three months ended March 31, 2024.

Contingent consideration:

The Company identified an error in the fair value of the Industry Dive contingent consideration principally related to the inputs to 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 loss of $ 0.8 million recorded for the three months ended March 31, 2024.

The Company recorded the income tax impact of correcting the above errors and other adjustments (described below) for the three months ended March 31, 2024, resulting in an increase in the income tax benefit of $ 4.7 million.

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) and unaudited condensed consolidated statement of cash flows for the three months ended March 31, 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 3, 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.

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

Three months ended March 31, 2024

General and administrative

Acquisition and integration costs

Remeasurement of contingent consideration

Total operating expenses

Operating loss

Related party interest expense

Interest income

Loss before provision of income taxes

Benefit for income taxes

Total comprehensive loss

Net loss per common share:

Unaudited condensed consolidated statement of stockholders’ deficit

Net Parent deficit within the unaudited condensed consolidated statement of stockholders’ equity (deficit) for the three months ended March 31, 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:

Three months ended March 31, 2024

Operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Provision for bad debt

Deferred tax provision

Remeasurement of contingent consideration

Net foreign exchange loss

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses and other current assets (liabilities)

Accrued expenses and other liabilities

Income tax payable

Contract liabilities

Other assets (liabilities)

Net cash used in operating activities

Financing activities:

Cash pool arrangements with Parent

Net transfer to Parent

Net cash provided by financing activities

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 that 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 quarter 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.

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, including 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 $ 459.1 million impairment charge during the three months ended March 31, 2025.

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 no t identify any impairment of long-lived assets as of March 31, 2025.

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.

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

Addition to (release of) provision

Balance as of March 31, 2025

Allowance for credit losses

Balance as of December 31, 2023

Addition to (release of) provision

Balance as of March 31, 2024

Segment reporting

In applying the criteria set forth in ASC 280 — Informa TechTar get has determined it operates as a single operating and report able segment.

Informa TechTarget’s Chief Operating Decision Maker ("CODM") is i ts 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 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 months ended March 31, 2025 and 2024 are as follows:

For the Three Months Ended March 31,

Weighted average shares outstanding

Loss per share

Prior to the Transactions, Informa TechTarget did not have any shares of common stock outstanding.

Accordingly, net loss per share for the three months ended March 31, 2024 has 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 months ended March 31, 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 los s per share, 1.4 million shares related to unvested, restricted stock units were excluded for the three months ended March 31, 2025 because the impact of including these restricted stock units would be anti-dilutive.

Additionally, in calculating diluted net loss per share, the weighted average shares outstanding does not include 1.2 million potential shares related to the assumed conversion of our convertible notes as including those potential shares for the three months ended March 31, 2025 would also be anti-dilutive.

There were no restricted stock units or convertible notes outstanding for the three months ended March 31, 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.

Disaggregation of revenue

Revenues by Categories:

For the Three Months Ended

March 31, 2025

March 31, 2024

Marketing, advertising services, and sponsorship

Intelligence subscription services

Advisory services

Exhibitor and attendee

Total revenue

During each of the three months ended March 31, 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 $ 27.8 million w as recognized as revenue during the three months ended March 31, 2025.

Long-lived assets by geographic area

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

March 31, 2025

December 31, 2024

United States

United Kingdom

Rest of World

No individual country outside of the United States, the United Kingdom, Japan, and China accounted for 10 % or more of Informa TechTarget’s long-lived assets during either of the periods.

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:

Quoted prices in active markets for identical assets and liabilities;

Observable inputs other than quoted prices in active markets;

Unobservable inputs.

Informa TechTarget does not have financial instruments that were measured at fair value as of March 31, 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

Identical Assets

Total Fair Value Measurements

Pooled bond funds

Total short-term investments

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.

The following table represents a roll forward of goodwill balances:

March 31, 2025

Balance as of December 31, 2024

Effect of exchange rate changes

Balance as of March 31, 2025

As of March 31, 2025, the gross carrying amount and accumulated impairment losses of goodwill were $ 1.2 billion and $ 665.0 million , 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 quarter 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.

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 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.

• 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.

For the first quarter 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:

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 the first quarter of 2025, the capital expenditures rate is based on the Company’s historical depreciation expense.

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.

At March 31, 2025, Informa TechTarget recognized impairment charges related to its Canalys, Industry Dive, Bluefin Legacy and legacy TechTarget reporting units of $ 19.7 million, $ 127.4 million, $ 123.5 million and $ 188.5 million, respectively, which after the impairment had remaining goodwill of $ 30.8 million, $ 141.7 million (1) , $ 53.3 million and $ 248.2 million, respectively.

For the Company’s NetLine reporting unit, no goodwill impairment was identified as the fair value was greater than its carrying value at March 31, 2025.

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.

Please refer to Note 13 Subsequent Events for further information.

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 March 31, 2025, the discount rate used in the impairment test for the reporting units ranged from 10.0 % to 12.0 %.

For the three months ended March 31, 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.

Business Combination

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.

Assets acquired

Cash and cash equivalents

Short-term investments

Accounts receivable

Prepaid taxes

Prepaid expenses and other current assets

Property and equipment

Intangible assets

Operating lease assets with right-of-use

Total assets acquired

Liabilities assumed

Accounts payable

Convertible senior notes

Current operating lease liabilities

Accrued expenses and other current liabilities

Accrued compensation expenses

Income taxes payable

Contract liabilities

Non-current operating lease liabilities

Deferred tax liabilities

Other liabilities

Total liabilities assumed

Net assets acquired

Total consideration

Intangible Assets

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

As of March 31, 2025

Weighted average remaining useful live (years)

Brands and trademarks

Customer relationships database

Intellectual property

Developed technology

Internal-use software

Total intangible assets

As of December 31, 2024

Weighted average remaining useful live (years)

Brands and trademarks

Customer relationships database

Intellectual property

Developed technology

Internal-use software

Total intangible assets

Amortization expense for intangible assets during the three months ended March 31, 2025 and 2024 was $ 25.7 million and $ 10.9 million, respectively.

Informa TechTarget capitalized internal-use software of $ 4.4 million and $ 1.7 million for the three months ended March 31, 2025 and 2024, respectively.

Future expected amortization expense as of March 31, 2025 is as follows:

Years Ending December 31:

2025 (April 1 - December 31)

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 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 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.

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 March 31, 2025 , Informa TechTarget had $ 135.0 million dra wn in revolving loans under the Credit Facility.

There was no amount of revolving loans under the Credit Facility as of December 31, 2024.

Informa TechTarget paid down $ 15.0 million in revolving loans under the Credit Facility in June 2025.

In May 2025, Informa TechTarget received a waiver from its Parent on the requirement to timely provide its quarterly financial statements for the first quarter of 2025.

As of March 31, 2025, the Company was in compliance with the remaining financial covenants under the Credit Facility.

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.

No new awards may be granted under the 2017 Plan;

however, 1,426,785 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 7,569 shares of common stock that are reserved for issuance under outstanding stock-based grants under the 2024 Plan as of March 31, 2025.

A further 6,352,545 shares of common stock remain available for issuance for future awards under the 2024 Plan as of March 31, 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.

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 three months ended March 31, 2025 is presented below:

Nonvested outstanding at December 31, 2024

Nonvested outstanding at March 31, 2025

The total grant-date fair value of restricted stock unit awards that vested during the period ended March 31, 2025 was $ 45.9 thousand .

As of March 31, 2025, there was $ 31.7 million of total unrecognized compensation expense related to stock options and restricted stock units, which is expected to be recognized over a weighted average period of 2.04 years.

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 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.

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.

The Company updates the estimate of its annual effective tax rate at the end of each quarterly period.

The Company recorded an income tax provision of $ 26.4 million and an income tax benefit of $ 7.7 million for the three months ended March 31, 2025 and 2024, respectively.

The tax expense for the three months ended March 31, 2025 increased by approximately $ 34.1 million , as compared to the same period in 2024, primarily due to a non-deductible goodwill impairment charge and geographic mix of earnings.

Due to the Company's history of impairments as well as anticipated future impairments, the effect of the non-deductible goodwill impairment has not been treated as a discrete item in the three months ended March 31, 2025.

On July 4, 2025, the United States Congress 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.

The Company is still in the process of evaluating the OBBB and an estimate of the financial impact cannot be made at this time.

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 months ended March 31, 2024 were $ 8.5 million 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 months ended March 31, 2025.

Further, for the three months ended March 31, 2024, the Paren t incurred $ 6.1 million of cos ts 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 $ 0.2 million and $ 0.1 million in the three months ended March 31, 2025 and 2024, respectively.

The cost of revenues related to these sales between Informa TechTarget and the Parent were not material for the three months ended March 31, 2025 and 2024.

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 March 31, 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 for the three months ended March 31, 2025.

On January 23, 2025, Informa TechTarget drew upon the Credit Facility in the amount of $ 135.0 million which remained outstanding as of March 31, 2025 and is classified as a long-term related party line of credit.

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 March 31,

Interest income on related party loans receivable

Interest expense on related party debt

The accrued interest expense related to long-term debt to Parent wa s $ 0.2 m illion as of March 31, 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:

March 31, 2025

December 31, 2024

Related party receivable

Related party payables

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.

Transitional services agreement

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 a monthly fee of $ 1.8 million.

These services include, but not limited to, IT services, accounting & financial services, HR & payroll services, property services, and business support services.

For the three months ended March 31, 2025, Informa TechTarget had incurred $ 5.5 million for such services, which are classified within general and administrative expenses.

As of March 31, 2025, $ 7.4 million has yet to be settled and is classified within related party payables.

Reverse transitional services agreement

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 months ended March 31, 2025, activities related to this service were $ 0.1 million, which has been recorded within related party receivable.

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 $ 69.2 million and $ 33.3 million for the three months ended March 31, 2025 and 2024 , respectively.

Subsequent Event

Market volatility

Subsequent to March 31, 2025, and through the date of filing of this Quarterly Report on Form 10-Q, the Company experienced a significant decline in its market capitalization as a result of the decline in the Company’s stock price.

Management concluded that this decline, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, was a triggering event requiring assessment of goodwill impairment in the second quarter of 2025 and anticipates a non-cash impairment of goodwill, in the second quarter of 2025, as a result of the reduction in its market capitalization.

The Company is still performing its quantitative assessment for each reporting unit at this time and the potential amount of impairment for each reporting unit, if any, is unknown.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements