What changed in this filing

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Item 1. Financial Statements

2025-08-12 compared with 2025-07-14 · 152 added, 109 removed, 515 unchanged (34% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

March 31, 2025

June 30, 2025

December 31, 2024

33 unchanged sentences

Stockholders’ equity:

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

Common stock, $ 0.001 par value; 250,000,000 shares authorized; 71,489,000 shares issued and outstanding at June 30, 2025;

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

9 unchanged sentences

For the Three Months Ended

March 31, 2025

March 31, 2024

For the Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Cost of revenues 1,2

15 unchanged sentences

Income tax benefit (provision)

Other comprehensive income, net of tax:

Foreign currency translation gain

Other comprehensive income (loss), net of tax:

Foreign currency translation gain (loss)

Total comprehensive loss

17 unchanged sentences

Other Comprehensive

Income (Loss)

Total Stockholders’

3 unchanged sentences

Balance, March 31, 2024

Net transfers from Parent

Other comprehensive loss

Balance, June 30, 2024

Additional Paid-In Capital

8 unchanged sentences

Balance, March 31, 2025

Other comprehensive income

Other share issuances

Issuance of shares of common stock from RSU awards

Stock-based compensation

Balance, June 30, 2025

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

2 unchanged sentences

(in thousands)

For the Three Months Ended

For the Six Months Ended

Operating Activities:

7 unchanged sentences

Fair value adjustment to debt

Gain on disposal of intangibles

Gain on disposal of property, plant and equipment

11 unchanged sentences

Contract liabilities

Contingent consideration

Other assets (liabilities)

9 unchanged sentences

Cash pool arrangements with Parent

Contingent consideration settlement

Proceeds from related party long term debt

Repayment of related party long term debt

Repayment of convertible notes

Net transfers to Parent

Net transfers from Parent

Net cash provided by (used in) financing activities

2 unchanged sentences

Cash and cash equivalents at beginning of year

Cash and cash equivalents at March 31

Cash and cash equivalents at June 30

Supplemental disclosure of cash flow information:

1 unchanged sentence

Cash paid for interest on related party long term debt

Schedule of non-cash investing and financing activities:

Intangible asset purchases included in accrued expenses and other current liabilities

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

17 unchanged sentences

Basis of presentation

The Merger was accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combination (“ASC 805”).

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.

39 unchanged sentences

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.

Informa TechTarget has restated its previously issued financial statements for the three and six months ended June 30, 2024 in this Form 10-Q in accordance with ASC 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:

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 six months ended June 30, 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.

The correction of this error resulted in an adjustment to increase amortization expense of $ 2.9 million and $ 5.7 million for the three and six months ended June 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 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.

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 loss of $ 0.7 million and $ 1.5 million recorded for the three and six months ended June 30, 2024, respectively.

The Company recorded the income tax impact of correcting the above errors and other adjustments (described below) for the three and six months ended June 30, 2024, resulting in an increase in the income tax provision of $ 0.9 million and an increase in the income tax benefit of $ 3.9 million, respectively.

Other adjustments

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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 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 six months ended June 30, 2024 and unaudited condensed consolidated statement of cash flows for the six months ended June 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.

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

Three months ended March 31, 2024

Three months ended June 30, 2024

Six months ended June 30, 2024

General and administrative

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Operating loss

Related party interest expense

Interest expense on related party loans

Interest income

4 unchanged sentences

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.

Net Parent deficit within the unaudited condensed consolidated statement of stockholders’ equity (deficit) for the three and six months ended June 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:

Three months ended March 31, 2024

Six months ended June 30, 2024

Operating activities:

3 unchanged sentences

Remeasurement of contingent consideration

Net foreign exchange loss

Net foreign exchange gain

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses and other current assets (liabilities)

Accrued expenses and other liabilities

Prepaid expenses and other current assets

Related party receivables

Accrued expenses and other current liabilities

Income tax payable

4 unchanged sentences

Cash pool arrangements with Parent

Net transfer to Parent

Net transfer from Parent

Net cash provided by financing activities

12 unchanged sentences

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 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 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.

During the first and second 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.

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, 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.

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 $ 382.2 million and $ 841.3 million impairment charge during the three and six months ended June 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.

1 unchanged sentence

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.

The Company did no t identify any impairment of long-lived assets as of June 30, 2025.

Goodwill for further information

3 unchanged sentences

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.

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.

6 unchanged sentences

Balance as of March 31, 2025

Addition to (release of) provision

Balance as of June 30, 2025

Allowance for credit losses

2 unchanged sentences

Balance as of March 31, 2024

Addition to (release of) provision

Balance as of June 30, 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.

In applying the criteria set forth in ASC 280, Segment Reporting — 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.

1 unchanged sentence

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.

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 months ended March 31, 2025 and 2024 are as follows:

For the Three Months Ended March 31,

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

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Weighted average shares outstanding

1 unchanged sentence

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.

Accordingly, net loss per share for the three and six months ended June 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 six months ended June 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 los s per share, 1.4 million shares related to unvested, restricted stock units were excluded for the three and six months ended June 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 six months ended June 30, 2024 .

Accounting pronouncements issued but not yet effective

14 unchanged sentences

For the Three Months Ended

March 31, 2025

March 31, 2024

For the Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Marketing, advertising services, and sponsorship

3 unchanged sentences

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.

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

Total contract liabilities as of December 31, 2024 were $ 44.8 million, of which $ 10.3 million and $ 38.1 million w as recognized as revenue during the three and six months ended June 30, 2025, respectively.

Long-lived assets by geographic area

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

March 31, 2025

June 30, 2025

December 31, 2024

2 unchanged sentences

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.

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 as of June 30, 2025 and December 31, 2024.

Fair Value Measurements

6 unchanged sentences

Unobservable inputs.

Informa TechTarget does not have financial instruments that were measured at fair value as of March 31, 2025 .

Informa TechTarget does not have financial instruments that were measured at fair value as of June 30, 2025.

The following table presents the financial instruments that were measured at fair value as of December 31, 2024:

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The following table represents a roll forward of goodwill balances:

March 31, 2025

June 30, 2025

Balance as of December 31, 2024

1 unchanged sentence

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.

Effect of exchange rate changes

Balance as of June 30, 2025

As of June 30, 2025, the gross carrying amount and accumulated impairment losses of goodwill were $ 1.2 billion and $ 1.0 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 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.

The Company identified a sustained decline in share price during the first and second 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:

1 unchanged sentence

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.

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:

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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.

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:

1 unchanged sentence

• Capital expenditures rate:

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

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;

1 unchanged sentence

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.

During the three months ended June 30, 2025 , Informa TechTarget recognized impairment charges related to its Canalys, Industry Dive, NetLine, Bluefin Legacy and legacy TechTarget reporting units of $ 15.5 million , $ 87.9 million , $ 14.3 million , $ 16.3 million and $ 248.2 million , respectively.

During the six months ended June 30, 2025, Informa TechTarget recognized impairment charges related to its Canalys, Industry Dive, NetLine, Bluefin Legacy and legacy TechTarget reporting units of $ 35.2 million , $ 215.3 million , $ 14.3 million , $ 139.8 million and $ 436.7 million , respectively.

After the impairment, the Canalys, Industry Dive, NetLine, Bluefin Legacy and legacy TechTarget reporting units had remaining goodwill of $ 17.0 million , $ 53.8 million (1) , $ 27.2 million , $ 37.0 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.

1 unchanged sentence

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 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 the three months ended March 31, 2025, the long-term growth rate used in the impairment tests was 3.0 %.

For both the three and six months ended June 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.

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

As of March 31, 2025

As of June 30, 2025

Weighted average remaining useful live (years)

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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:

Amortization expense for intangible assets was $ 25.8 million and $ 51.6 million during the three and six months ended June 30, 2025 , respectively, and $ 11.3 million and $ 22.3 million during the three and six months ended June 30, 2024 , respectively.

Informa TechTarget capitalized internal-use software of $ 4.1 million and $ 8.5 million during the three and six months ended June 30, 2025 , respectively, and $ 1.7 million and $ 3.4 million during the three and six months ended June 30, 2024, respectively.

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

Years Ending December 31:

2025 (April 1 - December 31)

2025 (July 1 - December 31)

Convertible Notes and Credit Facility

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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.

Informa TechTarget paid down $ 15.0 million in revolving loans under the Credit Facility during the three months ended June 30, 2025.

As of June 30, 2025 , Informa TechTarget had $ 120.0 million drawn 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

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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.

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.

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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.

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 June 30, 2025 .

A further 6,352,545 shares of common stock remain available for issuance for future awards under the 2024 Plan as of June 30, 2025.

2024 Employee Stock Purchase Plan

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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:

A summary of the restricted stock unit award activity under Informa TechTarget’s plans for the six months ended June 30, 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.

Nonvested outstanding at June 30, 2025

The total grant-date fair value of restricted stock unit awards that vested during the six months ended June 30, 2025 was $ 0.3 million .

As of June 30, 2025, there was $ 27.3 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 1.79 years.

Accounting for stock-based compensation prior to the Merger

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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.

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.

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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.

The Company recorded an income tax benefit of $ 19.6 million and an income tax provision of $ 6.8 million for the three and six months ended June 30, 2025, respectively.

The Company recorded an income tax provision of $ 1.0 million and an income tax benefit of $ 6.7 million for the three and six months ended June 30, 2024, respectively.

The tax benefit for the three months ended June 30, 2025 increased by approximately $ 20.6 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 June 30, 2025.

The tax expense for the six months ended June 30, 2025 increased by approximately $ 13.5 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 six months ended June 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 six months ended June 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.

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

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.

Consequently, as of the date of enactment, and during the three months ended September 30, 2025, the Company will evaluate all deferred tax balances under the newly enacted tax law and identify any other changes required to its financial statements as a result of the OBBB.

We are 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 .

The amounts of related party expenses allocated to Informa Tech Digital Business from the Parent and its subsidiaries for the three and six months ended June 30, 2024 were $ 8.4 million and $ 16.9 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 six months ended June 30, 2025.

Further, for the three and six months ended June 30, 2024, the Paren t incurred $ 20.9 million and $ 27.0 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.

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 $ 0.6 million during the three and six months ended June 30, 2025 , respectively, and $ 0.1 million and $ 0.2 million during the three and six months ended June 30, 2024, respectively.

The cost of revenues related to these sales between Informa TechTarget and the Parent were $ 0.3 million and $ 0.6 million during the three

and six months ended June 30, 2025 , respectively, and $ 0.1 million and $ 0.1 million during the three and six months ended June 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 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.

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 $ 0.2 million for the three and six months ended June 30, 2025, respectively.

On January 23, 2025, Informa TechTarget drew upon the Credit Facility in the amount of $ 135.0 million.

Informa TechTarget paid down $ 15.0 million in revolving loans under the Credit Facility during the three months ended June 30, 2025.

As of June 30, 2025 , Informa TechTarget had $ 120.0 million drawn in revolving loans under the Credit Facility.

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,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

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.

The accrued interest expense related to long-term debt to Parent wa s $ 0.3 m illion as of June 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.

For the three and six months ended June 30, 2025, the Company incurred acquisition and integration costs in the amount of $ 12.1 million and $ 19.4 million, respectively.

As of June 30, 2025, $ 17.0 million has yet to be settled and is classified within related party payables.

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

March 31, 2025

June 30, 2025

December 31, 2024

4 unchanged sentences

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.

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

For the three and six months ended June 30, 2025, Informa TechTarget had incurred $ 4.1 million and $ 9.6 million, respectively, for such services, which are classified within general and administrative expenses.

As of June 30, 2025, $ 1.7 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.

For the three and six months ended June 30,

2025, activities related to this service were $ 0.1 million and $ 0.2 million, respectively, which have been recorded within related party receivable.

Informa TechTarget has determined it operates as a single operating and reportable segment.

6 unchanged sentences

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 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.

1 unchanged sentence

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.

In addition, the CODM is regularly provided with direct staff costs as a significant expense, which was $ 67.6 million and $ 136.9 million for the three and six months ended June 30, 2025, respectively, and $ 33.5 million and $ 66.8 million for the three and six months ended June 30, 2024, respectively.

Subsequent Events

Reorganization Plan

On July 14, 2025, the Company committed, as part of its foundation year combination program, to a reorganization plan (the “Plan”) designed to reshape, optimize, and support the Company’s financial and operational efficiency.

The Plan involves streamlining certain areas and functions and reinvesting in others to improve the delivery of products and services to customers and enhance the Company’s global go-to-market capabilities.

As a result of the Plan, the Company estimates that it will incur aggregate charges of approximately $ 19.5 million to $ 45.0 million, of which approximately $ 9.5 million to $ 15.0 million consists primarily of cash employee-related costs, including notice and severance, employee benefits and transition costs, and net tax withholding obligations, with non-cash costs associated with equity-based compensation and the vesting of share-based awards of approximately $ 10.0 million to $ 30.0 million.

The majority of the non-recurring, cash charges, and stock-based compensation charges relating to the vesting of share-based awards is expected to occur during the third quarter of 2025.

The Company expects the Plan will be substantially complete by the end of the fourth quarter of 2025, subject to all applicable local law and consultation requirements.

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