What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-08-12 compared with 2025-07-14 · 204 added, 117 removed, 298 unchanged (52% of the section changed)

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This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions.

Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors including those discussed below and elsewhere in this Quarterly Report on Form 10-Q, in our Annual Report on Form 10-K for the year ended December 31, 2024 under Part I, Item 1A, “Risk Factors,” and in the other documents we file with the Securities and Exchange Commission.

Please refer to "Cautionary Note Regarding Forward-Looking Statements” on page 41 of this Quarterly Report on Form 10-Q.

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These products or businesses and their portfolio of digital media brands inform, educate and influence tech buyers, creating engaged, specialist audiences and deliver first party data records.

As of March 31, 2025, our business had more than 53.4 million registered members and users of our own media brands.

As of June 30, 2025, our business had more than 56.7 million registered members and users of our own media brands.

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

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Industry background and trends

Informa TechTarget sits at the intersection of tech and B2B marketing, each dynamic innovative markets in their own right, with what management believes are compelling structural growth drivers.

Informa TechTarget sits at the intersection of tech and B2B marketing, each dynamic innovative markets in its own right, with what management believes are compelling structural growth drivers.

This provides a strong underpin to the long-term growth ambitions of Informa TechTarget.

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• Demand solutions:

The businesses enable marketers to directly engage prospective buyers through a portfolio of content marketing programs, including webinars, whitepapers, playbooks, virtual events and surveys.

These businesses enable marketers to directly engage prospective buyers through a portfolio of content marketing programs, including webinars, whitepapers, playbooks, virtual events and surveys.

Through syndicating these across owned media properties and to NetLine’s publisher network, marketers can influence B2B tech buyers and generate demand for their products and services.

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Customers create their own hosted Channels on the platform where they schedule both live and on-demand webinars for promotion to BrightTALK’s community of in-market accounts and prospects.

The BrightTALK Channel also enables customers to self-administer lead generation campaigns, set up workflow integrations between the Channel and their CRM and MAP systems, and access reporting detailing the size and growth of their community of subscribers over time.

Customers may also create an off-network embedded Channel page on their own corporate website featuring content in their BrightTALK Channel, as well as an

embedded BrightTALK registration form that captures and converts interested individuals to marketing leads.

The BrightTALK Channel also enables customers to self-administer lead generation campaigns, set up workflow integrations between the Channel and their customer relationship management (“CRM”) and marketing automation platforms (“MAP”) systems, and access reporting detailing the size and growth of their community of subscribers over time.

Customers may also create an off-network embedded Channel page on their own corporate

website featuring content in their BrightTALK Channel, as well as an embedded BrightTALK registration form that captures and converts interested individuals to marketing leads.

• Custom content services:

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Operating through the Omdia brand, as well as niche brands Canalys and Wards Intelligence, the specialist tech research business is primarily an “intelligence” subscription service, providing clients with a core “data backbone” in addition to qualitative analyst-produced content across the technology industry spectrum.

The data is typically comprised of market trackers, market sizing, market share analyses and forecasts, and is complimented by expert industry reports, analyst opinions and an “Ask an Analyst” service.

The data is typically comprised of market trackers, market sizing, market share analyses and forecasts, and is complemented by expert industry reports, analyst opinions and an “Ask an Analyst” service.

Covering more than 3,000 topics and tracking over 12,000 companies, the businesses’ 300+ expert analysts and consultants provide quantitative and qualitative insights that help companies make better decisions, faster.

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The suite of products and services includes Priority Engine and Qualified Sales Opportunities.

Priority Engine is a subscription service powered by our Activity Intelligence platform that integrates with customer relationship management (“CRM”) and marketing automation platforms (“MAPs”)—Salesforce.com, Marketo, Hubspot, Eloqua, Pardot, and Integrate —to deliver lead generation workflow solutions.

Priority Engine is a subscription service powered by our Activity Intelligence platform that integrates with CRM and MAPs—Salesforce.com, Marketo, Hubspot, Eloqua, Pardot, and Integrate —to deliver lead generation workflow solutions.

These workflows enable marketers and sales forces to identify, prioritize, and engage accounts and individuals actively researching new technology purchases or upgrades.

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Revenue is recognized as Informa TechTarget satisfies a performance obligation, based upon transfer of control of promised products or services to clients in an amount that reflects the consideration to which Informa TechTarget expects to be entitled in exchange for those products or services.

Some of Informa TechTarget’ performance obligations are satisfied over time as the product or service is transferred to the client.

Some of Informa TechTarget’s performance obligations are satisfied over time as the product or service is transferred to the client.

Performance obligations which are not satisfied over time are satisfied at a point in time.

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

When performance obligations are combined into a single contract, Informa TechTarget utilizes the relative stand-alone selling price (“SSP”) of each product or service to allocate the transaction price among the performance obligations, which is generally determined based on the prices charged to the clients when sold on a stand alone basis or using expected cost plus a margin, with any discounts allocated across the performance obligations.

When performance obligations are combined into a single contract, Informa TechTarget utilizes the relative stand-alone selling price of each product or service to allocate the transaction price among the performance obligations, which is generally determined based on the prices charged to the clients when sold on a stand alone basis or using expected cost plus a margin, with any discounts allocated across the performance obligations.

Revenue for each category type of revenue is typically fixed at the date of the order and is not variable.

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

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

Goodwill, long-lived assets and impairment

As of March 31, 2025 and December 31, 2024, goodwill was $515.5 million and $973.4 million, respectively.

As of June 30, 2025 and December 31, 2024, goodwill was $135.0 million and $973.4 million, respectively.

Informa TechTarget's goodwill represents the excess purchase price of an acquired entity over the amounts assigned to assets and liabilities assumed in a business combination.

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The non-cash goodwill impairment loss is the difference between the reporting unit's fair value and carrying value, not to exceed the carrying amount of the goodwill.

As of March 31, 2025, the Company had five reporting units:

As of June 30, 2025, the Company had five reporting units:

Legacy TechTarget, Bluefin, NetLine, Industry Dive, and Canalys.

The Company identified a sustained decline in share price during 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.

For the three months ended March 31, 2025, Informa TechTarget performed the required impairment tests of goodwill on its reporting units using a discounted cash flow model with the following key assumptions in the fair value calculations:

The Company identified a sustained decline in share price during each of 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.

For the three months and six months ended June 30, 2025, Informa TechTarget performed the required impairment tests of goodwill on its reporting units using a discounted cash flow model with the following key assumptions in the fair value calculations:

• Projected cash flows:

For the 2025 reporting period, the Company used a two-stage valuation approach to projected cash flows, which included key assumptions of forecasted revenue growth rate and EBITDA margin followed by

a steady state period of long-term growth.

For each of the first and second quarter of 2025, the Company used a two-stage valuation approach to projected cash flows, which included key assumptions of forecasted revenue growth rate and EBITDA

margin followed by a steady state period of long-term growth.

Forecasts for the first stage include management expectations of Informa TechTarget's financial performance with key assumptions of forecasted revenue growth rate and EBITDA margin and represent the best estimate of the future performance of the relevant reporting units, followed by a steady state period of long-term growth.

Forecasts for the second stage are based on determining the Company’s terminal value, which is the value of the business beyond the discrete forecast period and utilizes a two‑stage growth model with an initial high‑growth rate stage, followed by a perpetual normalized growth stage.

• Discount rate:

For the 2025 reporting period, a post-tax discount rate using a weighted average cost of capital methodology.

For each of the first and second quarter of 2025, a post-tax discount rate using a weighted average cost of capital methodology.

For the cost of debt, Informa TechTarget considered market rates, based on entities with a comparable credit rating.

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• Long-term growth rate:

For the 2025 reporting period, long-term growth rates are based on external factors such as long-term Consumer Price Index rates and external market reports for the main geographic markets in which each reporting unit operates and therefore are not considered to exceed the long-term average growth prospects for the individual markets.

For each of the first and second quarter of 2025, long-term growth rates are based on external factors such as long-term Consumer Price Index rates and external market reports for the main geographic markets in which each reporting unit operates and therefore are not considered to exceed the long-term average growth prospects for the individual markets.

Long-term growth rates have not been risk adjusted to reflect any of the specific reporting unit uncertainties noted above, as these uncertainties are already reflected in the discount rates used.

For the 2025 reporting period, 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.

For each of the first and second 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:

For the 2025 reporting period, 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.

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

• Capital expenditures rate:

For the 2025 reporting period, the capital expenditures rate is based on the Company’s historical depreciation expense.

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

There is a significant degree of uncertainty associated with these key assumptions.

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Consequently, while these assumptions are grounded in established financial theories and best estimates, there is an inherent degree of uncertainty.

Based on the quantitative fair value testing, a goodwill impairment of $19.7 million was recognized as of March 31, 2025.

The carrying value of goodwill in the Canalys reporting unit as of March 31, 2025 was $30.8 million post impairment.

A 10% change in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of March 31, 2025 would have increased or decreased the goodwill impairment recognized by $20.0 million and $30.0 million, respectively.

A 10% change in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of March 31, 2025 would have increased or decreased the goodwill impairment recognized by $27.0 million and $28.0 million, respectively.

A 100 basis-point change in the discount rate used for the goodwill assessment over this reporting unit as of March 31, 2025 would have increased or decreased the goodwill impairment recognized by $5.0 million and $8.0 million, respectively.

A 100 basis-point change in the long-term growth rate used for the goodwill assessment over this reporting unit as of March 31, 2025 would have increased or decreased the goodwill impairment recognized by $4.0 million and $6.0 million, respectively.

Based on the quantitative fair value testing, a goodwill impairment of $15.5 million and $35.2 million was recognized during the three and six months ended June 30, 2025, respectively.

The carrying value of goodwill in the Canalys reporting unit as of June 30, 2025 was $17.0 million post impairment.

For the three months ended June 30, 2025, a 10% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of June 30, 2025 would have increased the goodwill impairment recognized by $15.0 million.

For the three months ended June 30, 2025, a 7.3% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period.

For the three months ended June 30, 2025, an 8.6% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of June 30, 2025 would have resulted in all goodwill being impaired.

For the three months ended June 30, 2025, a 7.4% increase in the weighted average EBITDA margin would have resulted in no impairment in the period.

For the three months ended June 30, 2025, a 100 basis-point change in the discount rate used for the goodwill assessment over this reporting unit as of June 30, 2025 would have increased or decreased the goodwill impairment recognized by $3.0 million and $4.0 million, respectively.

For the three months ended June 30, 2025, a 100 basis-point change in the long-term growth rate used for the goodwill assessment over this reporting unit as of June 30, 2025 would have increased or decreased the goodwill impairment recognized by $2.0 million and $3.0 million, respectively.

These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

Based on the quantitative fair value testing, a goodwill impairment of $14.3 million was recognized during the three months ended June 30, 2025.

The carrying value of goodwill in the NetLine reporting unit as of June 30, 2025 was $27.2 million post impairment.

impairment recognized by $24.0 million.

For the three months ended June 30, 2025, a 5.6% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period.

For the three months ended June 30, 2025, a 9.9% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of June 30, 2025 would have resulted in all goodwill being impaired.

For the three months ended June 30, 2025, a 7.1% increase in the weighted average EBITDA margin would have resulted in no impairment in the period.

These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

Legacy TechTarget

Based on the quantitative fair value testing, a goodwill impairment of $188.5 million was recognized as of March 31, 2025.

The carrying value of goodwill in the Legacy TechTarget reporting unit as of March 31, 2025 was $248.2 million post impairment.

A 7.6% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of March 31, 2025 would have resulted in all goodwill being impaired.

A 4.9% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period.

A 7.8% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of March 31, 2025 would have resulted in all goodwill being impaired.

A 6.5% increase in the weighted average EBITDA margin would have resulted in no impairment in the period.

respectively.

Based on the quantitative fair value testing, a goodwill impairment of $248.2 million and $436.7 million was recognized during the three and six months ended June 30, 2025, respectively.

There was no carrying value of goodwill in the Legacy TechTarget reporting unit as of June 30, 2025 post impairment.

For the three months ended June 30, 2025, a 10% increase in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of June 30, 2025 would have decreased the goodwill impairment recognized by $177.8 million.

For the three months ended June 30, 2025, a 10% increase in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of June 30, 2025 would have decreased the goodwill impairment recognized by $158.0 million.

For the three months ended June 30, 2025, a 100 basis-point decrease in the discount rate used for the goodwill assessment over this reporting unit as of June 30, 2025 would have decreased the goodwill impairment recognized by $37.0 million.

For the three months ended June 30, 2025, a 100 basis-point increase in the long-term growth rate used for the goodwill assessment over this reporting unit as of June 30, 2025 would have decreased the goodwill impairment recognized by $25.0 million.

These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

Based on the quantitative fair value testing, a goodwill impairment of $123.5 million was recognized as of March 31, 2025.

The carrying value of goodwill in the Bluefin reporting unit as of March 31, 2025 was $53.3 million post impairment.

An 8.5% decrease in the weighted average forecasted revenue growth rate would have resulted in all goodwill being impaired.

A 10% increase in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of March 31, 2025 would have decreased the goodwill impairment recognized by $89.0 million.

A 3.9% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of March 31, 2025 would have resulted in all goodwill being impaired.

A 9.3% increase in the weighted average EBITDA margin would have resulted in no impairment in the period.

Based on the quantitative fair value testing, a goodwill impairment of $16.3 million and $139.8 million was recognized during the three and six months ended June 30, 2025, respectively.

The carrying value of goodwill in the Bluefin reporting unit as of June 30, 2025 was $37.0 million post impairment.

For the three months ended June 30, 2025, a 2.3% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period.

For the three months ended June 30, 2025, a 6.8% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of June 30, 2025 would have resulted in all goodwill being impaired.

For the three months ended June 30, 2025, a 1.3% increase in the weighted average EBITDA margin would have resulted in no impairment in the period.

For the three months ended June 30, 2025, a 3.4% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of June 30, 2025 would have resulted in all goodwill being impaired.

These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

Industry Dive

Based on the quantitative fair value testing, a goodwill impairment of $127.4 million was recognized as of March 31, 2025.

The carrying value of goodwill in the Industry Dive reporting unit as of March 31, 2025 was $141.7 million post impairment.

A 10% decrease in the weighted average forecasted revenue growth rate would have increased the goodwill impairment recognized by $89.0 million.

A 9.9% increase in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of March 31, 2025 would have resulted no impairment in the period.

A 10% decrease in the weighted average EBITDA margin would have increased the goodwill impairment recognized by $138.0 million.

A 9.2% increase in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of March 31, 2025 would have resulted in no impairment in the period.

Based on the quantitative fair value testing, a goodwill impairment of $87.9 million and $215.3 million was recognized during the three and six months ended June 30, 2025, respectively.

The carrying value of goodwill in the Industry Dive reporting unit as of June 30, 2025 was $53.8 million post impairment.

For the three months ended June 30, 2025, a 5.9% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of June 30, 2025 would have resulted in all goodwill being impaired.

For the three months ended June 30, 2025, a 9.3% increase in the weighted average EBITDA margin would have resulted in no impairment in the period.

For the three months ended June 30, 2025, a 100 basis-point change in the long-term growth rate

used for the goodwill assessment over this reporting unit as of June 30, 2025 would have increased or decreased the goodwill impairment recognized by $6.0 million and $8.0 million, respectively.

These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

After completing the testing, the fair value of the reporting unit exceeded its carrying value by approximately 25.9%, and therefore, there was no impairment to goodwill.

The carrying value of goodwill in the NetLine reporting unit as of March 31, 2025 was $41.5 million.

During the three months ended March 31, 2024, there were no indicators of impairment.

Informa TechTarget continues to observe a substantial sustained decline in the price of the Company's stock from the closing price of $14.81 as of March 31, 2025 to the closing price of $7.40 as of July 11, 2025.

After considering other qualitative factors, the Company anticipates there will be a triggering event as of June 30, 2025 indicating goodwill may be further impaired in the Company's reporting units.

Accordingly, the Company anticipates performing a quantitative impairment test for each of the Company's reporting units during the interim period ended June 30, 2025.

Any resulting impairment loss could have a material adverse impact on the Company's statement of financial position and results of operations.

The Company anticipates additional non-cash impairment of goodwill, in the second quarter of 2025, as a result of the decline in the Company’s stock price and the reduction in its market capitalization relative to current book values.

The Company is still performing its quantitative assessment, which includes updating its forecasted growth rates through the end of 2026 for each reporting unit at this time and the potential amount of impairment for each reporting unit, if any, is unknown at this time.

Business Combinations

Informa TechTarget applies the purchase method of accounting to business combinations.

All of the assets acquired, liabilities assumed, and contingent consideration are recorded based on their estimated fair values.

Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net tangible

and identifiable intangible assets acquired and liabilities assumed.

All of the assets acquired, liabilities assumed, and contingent consideration is recorded based on their estimated fair values.

Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net tangible and identifiable intangible assets acquired and liabilities assumed.

The determination of the fair value of identifiable intangible assets involves significant assumptions and estimates, including, but not limited to projected revenue growth rates and EBITDA margins, future customer attrition, discount rates, royalty rates, technology obsolescence factors, useful economic lives and expected future cash flows.

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Longer-term contracts include a range of annual subscription products, which are paid for in advance.

In the three months ended March 31, 2025 and 2024, 37% and 41% of our revenues were from longer-term contracts, respectively.

In the three and six months ended June 30, 2025, approximately 33% and 35% of our revenues were from longer-term contracts, respectively.

In the three and six months ended June 30, 2024, approximately 35% and 38% of our revenues were from longer-term contracts, respectively

Cost of revenues

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Product development

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

Product development includes the creation of Informa TechTarget's network of websites and data analytics framework,

advertiser offerings and technical infrastructure that do not meet the criteria for capitalization.

Acquisition and integration costs

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Amortization expense consists of the amortization of intangible assets.

Intangible assets are amortized based on using methods that are expected to reflect the estimated pattern of economic use or a straight-line basis over the estimated useful lives of the underlying assets.

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

Impairment of long-lived assets and goodwill

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

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

Remeasurement of contingent consideration

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Related party interest expense

Related party interest expense consists of interest on related-party loans at the effective interest rate applicable and the unsecured five-year revolving Credit Facility with Informa Group Holdings Limited (the “Credit Facility”).

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

The interest rate on the unsecured revolving Credit Facility is variable.

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Results of Operations

The following table sets forth a summary of certain key financial information for the three months ended March 31, 2025 and 2024:

For the Three Months Ended March 31,

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

For the Three Months Ended June 30,

Percent Change

For the Six Months Ended June 30,

Percent Change

Total cost of revenues

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Income tax benefit (expense)

Informa TechTarget restated its financial statements as of and for the three months ended March 31, 2024.

Informa TechTarget restated its financial statements as of and for the three and six months ended June 30, 2024.

The amounts in the “As Restated” columns are the updated amounts including the impacts of the errors identified.

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Business Overview and Basis of Presentation to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Comparison of The Three Months Ended March 31, 2025 and 2024

For the Three Months Ended March 31,

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

For the Three Months Ended June 30,

Marketing, advertising services, and sponsorship

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Total revenues

Revenue for the three months ended March 31, 2025 was $103.9 million, an increase of $45.2 million, or 77%, compared to the three months ended March 31, 2024.

The acquisition of Former TechTarget in December 2024 provided $38.4 million in marketing, advertising services, and sponsorship revenues, and $4.5 million in advisory services revenue to the three months ended March 31, 2025.

Revenue for the three months ended June 30, 2025 was $119.9 million, an increase of $57.0 million, or 90%, compared to the three months ended June 30, 2024.

The acquisition of Former TechTarget in December 2024 provided $44.1 million in marketing, advertising services, and sponsorship revenues, and $4.2 million in advisory services revenue to the three months ended June 30, 2025.

Marketing, advertising services, and sponsorship revenues increased $4.2 million due to higher demand from returning customers compared to the prior year period.

Cost of Revenues

For the Three Months Ended March 31,

For the Three Months Ended June 30,

Cost of revenues

Cost of revenues for the three months ended March 31, 2025 was $44.2 million, an increase of $20.2 million, or 84%, compared to the three months ended March 31, 2024.

The increase is largely driven by the acquisition of Former TechTarget in December 2024, which contributed $16.2 million in labor and contracted costs.

The remaining increase was primarily driven by our increased focus on delivery of services to our customers as part of our integration.

Cost of revenues for the three months ended June 30, 2025 was $51.2 million, an increase of $24.5 million, or 92%, compared to the three months ended June 30, 2024.

The increase is largely driven by the acquisition of Former TechTarget in December 2024, which contributed $20.9 million in labor and contracted costs in 2025.

The remaining $3.6 million increase was primarily driven by increased labor and related costs due to our heightened focus on delivering our services to our customers as part of our integration.

Operating Expenses and Other

For the Three Months Ended March 31,

For the Three Months Ended June 30,

Operating expenses:

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Selling and Marketing .

Selling and marketing costs increased by $19.5 million, or 141%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $15.4 million in labor and related costs.

The remaining increase was primarily driven by our increased focus on selling and marketing to our customers as part of our integration.

Selling and marketing costs increased by $23.0 million, or 163%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $21.3 million in labor and related costs in 2025.

The remaining $1.7 million increase was primarily driven by increased labor and related costs due to our heightened focus on selling and marketing our services to our customers as part of our integration.

General and Administrative .

General and administrative costs increased by $6.1 million, or 34%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $13.2 million.

This was partially offset by a reduction in costs due to a decrease in focus on general and administrative and an increase in focus on cost of revenues and selling and marketing.

General and administrative costs increased by $1.5 million, or 9%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $11.0 million in 2025.

This was offset by a $9.5 million reduction in costs due to a decrease in focus (primarily labor and related costs) on general and administrative and an increase in focus on cost of revenues.

Product Development .

Product development costs decreased by $0.2 million, or (8%) for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due the acquisition of Former TechTarget in December 2024 which contributed $1.6 million in labor and related costs.

Product development costs decreased by $0.3 million, or (11%) for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to a decrease of $1.9 million due to product offering rationalization.

This was offset by the acquisition of Former TechTarget in December 2024 which contributed $1.6 million in labor and related costs in 2025.

Depreciation .

Depreciation expense increased $0.1 million, or 32% for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, due to the acquisition of Former TechTarget in December 2024.

Depreciation expense increased $0.1 million, or 38% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, due to the acquisition of Former TechTarget in December 2024.

Amortization .

Amortization expense increased $12.5 million, or 115% for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to the acquisition of Former TechTarget in December 2024, which contributed $12.4 million in amortization expenses.

Amortization expense increased $11.7 million, or 105% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024.

Impairment of Goodwill .

As a result of the impairment analysis in the first quarter of 2025, an impairment charge of $459.1 million was recorded relating to the Canalys, Industry Dive, Bluefin Legacy and legacy TechTarget reporting units.

As a result of the impairment analysis in the three months ended June 30, 2025, an impairment charge of $382.2 million was recorded relating to the Canalys, Industry Dive, NetLine, Bluefin Legacy and legacy TechTarget reporting units.

Due to the continued decrease in our stock price and overall market capitalization, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, it was determined a triggering event occurred, indicating goodwill may be impaired.

Accordingly, we conducted a quantitative impairment test of our goodwill at March 31, 2025.

Accordingly, we conducted a quantitative impairment test of our goodwill at June 30, 2025.

We estimate the implied fair value of our goodwill primarily using an income approach.

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Impairment of Long-Lived Assets.

We did not have any impairment of long-lived assets in the three months ended March 31, 2025.

Impairment of long-lived assets in the three months ended March 31, 2024 was $1.9 million due to the exit from Industry Dive’s Washington, D.C.

We did not have any impairment of long-lived assets in the three months ended June 30, 2025.

Impairment of long-lived assets in the three months ended June 30, 2024 was $0.2 million due to the exit from Industry Dive’s Washington, D.C.

office in March 2024.

Acquisition and Integration Costs .

Acquisition and integration expense increased $2.4 million, or 34%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to the acquisition of Former TechTarget in December 2024, which contributed $5.9 million.

This was partially offset by a $3.5 million decrease in legal, professional accounting and advisory costs from the prior year.

Acquisition and integration expense decreased $7.7 million, or (34%), for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to a $22.5 million reduction in acquisition costs from the prior period, partially offset by a $9.1 million increase in expenses for employee related costs and professional service fees as part of the integration in 2025.

The acquisition of Former TechTarget in December 2024, also contributed an additional $5.7 million in integration costs.

Remeasurement of Contingent Consideration .

In the three months ended March 31, 2025, there was no contingent consideration remeasurement.

Contingent consideration remeasurement in the three months ended March 31, 2024 was a loss of $2.1 million due to a revision to forecasts to reflect challenging macro-economic conditions, which impacted demand for core email and website sponsorship/advertising products, as technology companies cut back on investment.

In the three months ended June 30, 2025, there was no contingent consideration remeasurement.

Contingent consideration remeasurement in the three months ended June 30, 2024 was a loss of $2.1 million due to a revision to forecasts to reflect challenging macro-economic conditions, which impacted demand for core email and website sponsorship/advertising products, as technology companies cut back on investment.

Interest expense on related party loans.

Interest expense on related party loans decreased $4.4 million, or (71%), in the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Interest expense on related party loans decreased $3.4 million, or (55%), in the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

This significant reduction resulted from the August 2024 settlement of a related party loan originally established to finance the Industry Dive acquisition in fiscal 2022.

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Interest Income.

Interest income decreased $0.4 million, or (33%), for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, due to higher cash balances in the current period.

Interest income decreased $1.2 million, or (95%), for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, due to decreased cash balances in the current period.

Other Income (expense) .

Other expense increased by $3.3 million, or 1,519%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to a gain on the mark-to-market revaluation of convertible notes of $2.1 million and realized gains from settling intercompany balances denominated in foreign currencies due to the Transaction.

The acquisition of Former TechTarget in December 2024 also contributed $1.0 million.

Other expense increased by $5.4 million, or 3,536%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

The increase was largely driven by the acquisition of Former TechTarget in December 2024, which contributed $3.6 million of expense in 2025.

The remaining $1.8 million increase in expense was primarily driven by the impact of foreign currency transaction losses.

Income Tax Benefit (Expense).

Income tax expense for the three months ended March 31, 2025 was $26.4 million, an increase of $34.1 million compared to the income tax benefit of $7.7 million in the three months ended March 31, 2024.

The effective tax rate was (5.3)% and 28.3% for the three months ended March 31, 2025 and 2024, respectively.

Income tax benefit for the three months ended June 30, 2025 was $19.6 million, an increase of $20.6 million compared to the income tax expense of $1.0 million in the three months ended June 30, 2024.

The effective tax rate was 4.7% and 2.5% for the three months ended June 30, 2025 and 2024, respectively.

In 2025, the effective tax rate was primarily driven by a non-deductible goodwill impairment, which was not treated as a discrete item due to our history of impairments, and geographic mix of earnings.

In 2024, the effective tax rate was primarily driven by non-taxable contingent consideration and non-deductible goodwill impairment.

Comparison of The Six Months Ended June 30, 2025 and 2024

For the Six Months Ended June 30,

Marketing, advertising services, and sponsorship

Intelligence subscription services

Advisory services

Exhibitor and attendee

Total revenues

Revenue for the six months ended June 30, 2025 was $223.8 million, an increase of $102.2 million, or 84%, compared to the six months ended June 30, 2024.

The acquisition of Former TechTarget in December 2024 provided $82.5 million in marketing, advertising services, and sponsorship revenues, and $8.7 million in advisory services revenue to the six months ended June 30, 2025.

Marketing, advertising services, and sponsorship revenues also increased $7.7 million due to higher demand from returning customers compared to the prior year period.

Cost of Revenues

For the Six Months Ended June 30,

Cost of revenues

Cost of revenues for the six months ended June 30, 2025 was $95.3 million, an increase of $44.7 million, or 88%, compared to the six months ended June 30, 2024.

The increase is largely driven by the acquisition of Former TechTarget in December 2024, which contributed $37.1 million in labor and contracted costs in 2025.

The remaining $7.6 million increase was primarily driven by increased labor and related costs due to our heightened focus on delivering our services to our customers as part of our integration.

Operating Expenses and Other

For the Six Months Ended June 30,

Operating expenses:

Selling and marketing

General and administrative

Product development

Amortization, excluding amortization included in cost of revenues

Impairment of goodwill

Impairment of long-lived assets

Acquisition and integration costs

Remeasurement of contingent consideration

Total operating expenses

Interest expense on related party loans

Interest income

Other income (expense), net

Income tax benefit (expense)

Selling and Marketing .

Selling and marketing costs increased by $42.5 million, or 152%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $36.8 million in labor and related costs in 2025.

The remaining $5.7 million increase was primarily driven by our increased labor and related costs due to our heightened focus on selling and marketing our services to our customers as part of our integration.

General and Administrative .

General and administrative costs increased by $7.6 million, or 21%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $24.2 million in the six months ended June 30, 2025.

This was partially offset by a reduction in costs of $16.6 million due to a decrease in focus on general and administrative (primarily labor and related costs) and an increase in focus on cost of revenues and selling and marketing.

Product Development .

Product development costs decreased by $0.5 million, or (9)% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to a decrease of $3.6 million driven by a reduction in focus (primarily labor and related costs) on product development and an increase in focus on cost of revenues and selling and marketing.

This was offset by the acquisition of Former TechTarget in December 2024 which contributed $3.1 million in labor and related costs.

Depreciation .

Depreciation expense increased $0.3 million, or 35% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, due to the acquisition of Former TechTarget in December 2024.

Amortization .

Amortization expense increased $24.2 million, or 110% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, due to the acquisition of Former TechTarget in December 2024, which contributed $24.9 million in amortization expenses.

Impairment of Goodwill .

As a result of the impairment analysis in the first two quarters of 2025, an impairment charge of $841.3 million was recorded relating to the Canalys, Industry Dive, NetLine, Bluefin Legacy and legacy TechTarget reporting units for the six months ended June 30, 2025.

Accordingly, we conducted a quantitative impairment test of our goodwill at June 30, 2025.

We estimate the implied fair value of our goodwill primarily using an income approach.

Changes in the estimates or assumptions used in our quantitative impairment test could materially affect the determination of fair value and the associated goodwill impairment assessment.

Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to continued increases in costs and other macroeconomic factors.

Impairment of Long-Lived Assets.

We did not have any impairment of long-lived assets in the six months ended June 30, 2025.

Impairment of long-lived assets in the six months ended June 30, 2024 was $2.0 million due to the exit from Industry Dive’s Washington, D.C.

office in March 2024.

Acquisition and Integration Costs .

Acquisition and integration expense decreased $5.3 million, or (18)%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

The acquisition of Former TechTarget in December 2024 contributed $11.6 million as part of the integration in 2025.

The $16.9 million decrease was a result of decreased professional fees incurred in 2024 associated with the Transaction.

Remeasurement of Contingent Consideration .

In the six months ended June 30, 2025, there was no contingent consideration remeasurement.

Contingent consideration remeasurement in the six months ended June 30, 2024 was a loss of $4.2 million due to a revision to forecasts to reflect challenging macro-economic conditions, which impacted demand for core email and website sponsorship/advertising products, as technology companies cut back on investment.

Interest expense on related party loans.

Interest expense on related party loans decreased $7.8 million, or (63)%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

This significant reduction resulted from the August 2024 settlement of a related party loan originally established to finance the Industry Dive acquisition in fiscal 2022.

The loan settlement eliminated associated interest obligations, substantially reducing financing costs in the current reporting period and reflecting improved capital structure following debt resolution.

The acquisition of Former TechTarget in December 2024 did not have a material impact on the balance.

Interest Income.

Interest income decreased $1.6 million, or (64)%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, due to lower cash balances in the current period.

Other Income (expense) .

Other expense increased by $8.7 million, or 2,342%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

The acquisition of Former TechTarget in December 2024 contributed $4.6 million of expense in 2025.

The increase in expense is related to foreign currency transactions.

Income Tax Benefit (Expense).

Income tax expense for the six months ended June 30, 2025 was $6.8 million, an increase of $13.5 million compared to the income tax benefit of $6.7 million in the six months ended June 30, 2024.

The effective tax rate was 0.7% and (10.1%) for the six months ended June 30, 2025 and 2024, respectively.

In 2024, the effective tax rate was primarily driven by non-taxable contingent consideration and non-deductible goodwill impairment.

Liquidity and Capital Resources

At March 31, 2025, our cash and cash equivalents totaled $78.7 million.

At June 30, 2025, our cash and cash equivalents totaled $61.7 million.

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

Additionally, as discussed in Note 8.

Convertible Notes and Credit Facility , the Company paid $15.0 million to the Credit Facility in the second quarter of 2025.

In June 2025, Informa TechTarget paid down $15.0 million on the Credit Facility.

We believe that our existing cash and cash equivalents plus our remaining availability under the revolving Credit Facility will be sufficient to meet our anticipated cash needs for at least the next 12 months.

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

For the Three Months Ended March 31,

facilities and overhead costs.

For the Six Months Ended June 30,

Net cash provided by (used in) operating activities

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Net cash provided by (used in) operating activities

Cash flows provided by operating activities for the three months ended March 31, 2025 was $12.2 million, a $14.0 million increase compared to the operating cash outflow for the three months ended March 31, 2024, primarily due to an increase in net loss as adjusted for non-cash items, which were mainly impacted by(i) higher amortization due to the acquisition of Former TechTarget and (ii) the combined net impact of the impairment of goodwill related to the Canalys, Industry Dive, Bluefin Legacy and legacy TechTarget reporting units of $459.1 million.

Cash flows provided by operating activities for the six months ended June 30, 2025 was $13.7 million, a $44.8 million increase compared to the operating cash outflow for the six months ended June 30, 2024, primarily due to an increase in net loss of $862.3 million as adjusted for non-cash items, which were mainly impacted by (i) higher amortization of $29.3 million due to the acquisition of Former TechTarget and (ii) the combined net impact of the impairment of goodwill related to the Canalys, Industry Dive, NetLine Bluefin Legacy and legacy TechTarget reporting units of $841.3 million.

Net cash provided by (used in) investing activities

Cash flows provided by (used in) from investing activities were $72.1 million and $(1.8) million for the three months ended March 31, 2025 and 2024, respectively.

The inflows in the three months ended March 31, 2025 reflected the sale of short-term investments of $76.8 million.

The outflows in the three months ended March 31, 2024 reflected increased intangible assets of $1.7 million mainly relating to product development and internally generated software.

Cash flows provided by (used in) from investing activities were $67.9 million and $(3.7) million for the six months ended June 30, 2025 and 2024, respectively.

The inflows in the six months ended June 30, 2025 reflected the sale of short-term investments of $76.8 million.

The outflows in the six months ended June 30, 2024 reflected increased intangible assets of $5.1 million mainly relating to product development and internally generated software.

Net cash provided by (used in) financing activities

Cash flows provided by (used in) financing activities were $(282.0) million and $2.4 million for the three months ended March 31, 2025 and 2024, respectively.

The significant outflow in the three months ended March 31, 2025, was due to the repayment of convertible notes of $417.0 million, partially offset by a $135.0 million inflow from our Credit Facility.

The inflow for the three months ended March 31, 2024 was due to amounts received from related parties as part of cash pooling arrangements, partially offset by net cash outflows from net Parent investment.

Cash flows provided by (used in) financing activities were $(297.0) million and $32.2 million for the six months ended June 30, 2025 and 2024, respectively.

The significant outflow in the six months ended June 30, 2025 was due to the repayment of convertible notes of $417.0 million, partially offset by net borrowings under our Credit Facility of $120.0 million.

The inflow for the six months ended June 30, 2024 was due to amounts received from related parties as part of cash pooling arrangements, partially offset by net cash outflows from net Parent investment.

Off Balance Sheet Arrangements

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

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

Cautionary Note Regarding Forward-Looking Statements

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What changed 10-Q

Item 2. Management’s Discussion and Analysis