What changed in this filing

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Item 1. Financial Statements

2025-11-10 compared with 2025-08-12 · 198 added, 111 removed, 556 unchanged (36% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

June 30, 2025

September 30, 2025

December 31, 2024

33 unchanged sentences

Stockholders’ equity:

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

Common stock, $ 0.001 par value; 250,000,000 shares authorized; 72,161,395 shares issued and 72,147,343 shares outstanding at September 30, 2025;

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

Treasury stock, at cost;

14,052 and 0 shares at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

8 unchanged sentences

For the Three Months Ended

For the Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

For the Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Cost of revenues 1,2

6 unchanged sentences

Impairment of long-lived assets

Restructuring costs 2

Acquisition and integration costs 1

6 unchanged sentences

Loss before provision for income taxes

Income tax benefit (provision)

Income tax benefit

Other comprehensive income (loss), net of tax:

13 unchanged sentences

Product development

Restructuring costs

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

6 unchanged sentences

Total Stockholders’

Equity (Deficit)

Balance, December 31, 2023

5 unchanged sentences

Balance, June 30, 2024

Net transfers from Parent

Other comprehensive loss

Balance, September 30, 2024

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

TechTarget, Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share and per share data)

Treasury Stock

Number of Shares

Additional Paid-In Capital

13 unchanged sentences

Balance, June 30, 2025

Other comprehensive loss

Other share issuances

Issuance of shares of common stock from RSU awards

Impact of net settlements

Stock-based compensation

Balance, September 30, 2025

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

TechTarget, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

For the Six Months Ended

Unaudited Condensed Consolidated Statements of Cash Flows (in thousands)

For the Nine Months Ended

September 30,

Operating Activities:

29 unchanged sentences

Purchase of investments

Acquisitions of businesses, net of acquired cash

Sale of short-term investments

3 unchanged sentences

Contingent consideration settlement

Issuance of common stock from restricted stock awards

Tax withholdings related to net share settlements

Proceeds from related party long term debt

6 unchanged sentences

Cash and cash equivalents at beginning of year

Cash and cash equivalents at June 30

Cash and cash equivalents at September 30

Supplemental disclosure of cash flow information:

2 unchanged sentences

Schedule of non-cash investing and financing activities:

Operating lease liabilities arising from obtaining operating lease right-of-use assets

Intangible asset purchases included in accrued expenses and other current liabilities

Capitalization of short-term debt

Loans settled through existing cash pool arrangements

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

59 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 and six months ended June 30, 2024 in this Form 10-Q in accordance with ASC 250, Accounting Changes and Error Correction s.

Informa TechTarget has restated its previously issued financial statements for the three and nine months ended September 30, 2024 in this Form 10-Q in accordance with ASC 250, Accounting Changes and Error 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 and six months ended June 30, 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 nine months ended September 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 and $ 5.7 million for the three and six months ended June 30, 2024, respectively.

The correction of this error resulted in an adjustment to increase amortization expense of $ 2.9 million and $ 8.6 million for the three and nine months ended September 30, 2024, respectively.

Contingent consideration:

The Company identified an error in the fair value of the Industry Dive contingent consideration principally related to the inputs used in the valuation model used to determine the fair value of the Industry Dive contingent consideration in purchase accounting related to its acquisition in September 2022 and the related subsequent fair value valuations of contingent consideration through September 2024.

The correction of this error resulted in an increase in the contingent consideration remeasurement 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.

The correction of this error resulted in an increase in the contingent consideration remeasurement gain of $ 1.6 million and a reduction in the contingent consideration remeasurement loss of $ 0.1 million recorded for the three and nine months ended September 30, 2024, respectively.

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

Other adjustments

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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) 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 following tables present the as-restated financial statement line items for the unaudited condensed consolidated statement of income (loss) and comprehensive income (loss) for the three and nine months ended September 30, 2024 and unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2024.

The amounts in the “As Reported” columns below are amounts derived from the Company’s previously filed unaudited condensed combined financial statements included in the Company's Form 8-K, filed with the SEC on December 6, 2024.

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

Three months ended June 30, 2024

Six months ended June 30, 2024

Three months ended September 30, 2024

Nine months ended September 30, 2024

General and administrative

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Unaudited condensed consolidated statement of stockholders’ deficit

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.

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

Unaudited condensed consolidated statement of cash flows:

Six months ended June 30, 2024

Nine months ended September 30, 2024

Operating activities:

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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 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.

During the first, second and third quarters of 2025, the Company identified a sustained decline in the Company's share price which it determined to be a triggering event for the purposes of testing goodwill impairment.

Informa TechTarget estimates the fair value of its reporting units primarily using an income approach.

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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.

Upon completion of this quantitative assessment, the Company determined that the goodwill of the Canalys, Industry Dive, Bluefin Legacy and legacy TechTarget reporting units were impaired and recorded a $ 80.3 million and $ 921.6 million impairment charge during the three and nine months ended September 30, 2025, respectively.

Informa TechTarget also considers whether there is an expectation that a long-lived asset will be sold or disposed of before the end of its originally estimated useful life.

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 June 30, 2025.

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

Goodwill for further information

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Addition to (release of) provision (1)

Write-off (1)

Balance as of March 31, 2025

Addition to (release of) provision (1)

Write-off (1)

Balance as of June 30, 2025

Addition to (release of) provision

Balance as of September 30, 2025

(1) During the three months ended September 30, 2025, the Company determined that amounts previously reported in “Addition to (release of) provision” and “Write-off”, for the three months ended March 31, 2025 and the three months ended June 30, 2025, had been misclassified by immaterial amounts.

None of the misclassifications exceeded $0.2 million and ending balances as of quarter-ends were not misstated.

The table has been updated to reflect corrected amounts and differs from amounts previously reported.

Management has concluded that this misclassification was not material to any previously issued financial statements.

Allowance for credit losses

4 unchanged sentences

Balance as of June 30, 2024

Addition to (release of) provision

Balance as of September 30, 2024

Segment reporting

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.

In applying the criteria set forth in ASC 280, Segment Reporting, Informa TechTar get has determined it operates as a single operating and reportable 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.

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To the extent their effect is dilutive, employee equity awards and other commitments to be settled in common stock are included in the calculation of diluted net income (loss) per share based on the treasury stock method.

The calculations of basic and diluted net loss per share for the three and 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,

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

For the Three Months Ended September 30,

For the Nine Months Ended September 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 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 .

Accordingly, net loss per share for the three and nine months ended September 30, 2024 have been calculated using the number of shares of Informa TechTarget’s common stock issued to Informa on the closing of the Transaction.

When determining net loss per share for the three and nine months ended September 30, 2024, the calculation of weighted average shares outstanding assumes that those shares of Informa TechTarget’s common stock were issued to Informa at the beginning of the year 2024.

In calculating diluted net los s per share, 1.2 million shares related to unvested, restricted stock units were excluded for the three and nine months ended September 30, 2025 because the impact of including these restricted stock units would be anti-dilutive.

There were no restricted stock units outstanding for the three and nine months ended September 30, 2024 .

Accounting pronouncements issued but not yet effective

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Informa TechTarget is currently evaluating the impact this ASU will have on its consolidated financial statements, but does not expect it to have a material impact on Informa TechTarget’s consolidated results.

• ASU 2025-06 - Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Modernizes the guidance for accounting for internal-use software costs by eliminating references to specific project development stages and establishing new capitalization criteria based on management commitment and probability of completion.

The ASU clarifies that significant development uncertainty exists only when there is uncertainty about performance requirements or the entity's ability to complete the software.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and interim periods within fiscal years beginning after December 15, 2028.

Early adoption is permitted.

The new standard may be applied either on a prospective or retrospective basis.

Informa TechTarget is currently evaluating the impact this ASU will have on its consolidated financial statements.

Disaggregation of revenue

1 unchanged sentence

For the Three Months Ended

For the Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

For the Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Marketing, advertising services, and sponsorship

3 unchanged sentences

Total revenue

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.

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

Contract liabilities

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

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

Long-lived assets by geographic area

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

June 30, 2025

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

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

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

Fair Value Measurements

6 unchanged sentences

Unobservable inputs.

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

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

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

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The following table represents a roll forward of goodwill balances:

June 30, 2025

Balance as of December 31, 2024

3 unchanged sentences

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.

Effect of exchange rate changes

Balance as of September 30, 2025

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

Goodwill impairment test

Informa TechTarget tests whether goodwill is impaired at least annually, during the fourth quarter, or when events and circumstances indicate an impairment may have occurred (a “triggering event”).

The Company identified a sustained decline in share price during the first 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.

The Company identified a sustained decline in share price during the first, second and third quarters of 2025 that, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, constituted an impairment triggering event for all reporting units.

Accordingly, Informa TechTarget performed a quantitative goodwill impairment assessment on its reporting units using the following key assumptions in the fair value calculations:

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and Informa TechTarget's ability to achieve its forecasted operating results.

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.

During the three months ended September 30, 2025, Informa TechTarget recognized impairment charges related to its Canalys, Industry Dive, NetLine and Bluefin Legacy reporting units of $ 6.7 million , $ 28.1 million , $ 13.3 million , and $ 32.2 million , respectively.

During the nine months ended September 30, 2025, Informa TechTarget recognized impairment charges related to its Canalys, Industry Dive, NetLine, Bluefin Legacy and legacy TechTarget reporting units of $ 41.9 million , $ 243.4 million , $ 27.6 million , $ 172.0 million and $ 436.7 million , respectively.

After the impairments, the Canalys, Industry Dive, NetLine, Bluefin Legacy and legacy TechTarget reporting units had remaining goodwill of $ 10.0 million , $ 25.7 million (1) , $ 13.9 million , $ 5.8 million and $ 0.0 million , respectively.

Throughout the remainder of the fiscal year 2025, the Company will continue to monitor relevant facts and circumstances, including any future declines in its stock price, along with other qualitative considerations, if any, including the continued impact from the conditions in the macroeconomic environment.

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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 September 30, 2025, the discount rate used in the impairment test for the reporting units ranged from 17.0 % to 18.0 %.

F or the three months ended June 30, 2025, the discount rate used in the impairment test for the reporting units ranged from 14.0 % to 15.0 %.

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

For both the three and six months ended June 30, 2025 , the long-term growth rate used in the impairment tests was 3.0 %.

For both the three and nine months ended September 30, 2025 , the long-term growth rate used in the impairment tests was 3.0 %.

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

Business Combination

2025 Acquisition

During the three months ended September 30, 2025, the Company acquired certain assets and liabilities of Tech Research Pty Ltd and Tech Research Asia (collectively “TRA”) for a purchase price of $ 1.9 million, comprising $ 1.3 million of cash and contingent consideration with an estimated fair value of $ 0.6 million, and has included the financial results of TRA in its consolidated financial statements from August 1, 2025, the date of acquisition.

The transaction was not material to the Company and the costs associated with the acquisition were not material.

The Company accounted for the transaction as a business combination under ASC 805 - Business Combinations.

In allocating the purchase consideration based on estimated fair values, the Company recorded $ 1.0 million of goodwill, and $ 0.9 million of net assets including intangible assets of $ 0.9 million.

The goodwill is not deductible for tax purposes.

The pro forma impact of the acquisition was not material to the Company's historical unaudited interim condensed consolidated operating results and is therefore not presented.

2024 Acquisition

As described in Note 1.

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

As of June 30, 2025

Weighted average remaining useful live (years)

As of September 30, 2025

Weighted average remaining useful life (years)

Brands and trademarks

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As of December 31, 2024

Weighted average remaining useful live (years)

Weighted average remaining useful life (years)

Brands and trademarks

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Total intangible assets

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:

Amortization expense for intangible assets was $ 25.8 million and $ 77.4 million during the three and nine months ended September 30, 2025 , respectively, and $ 11.2 million and $ 33.4 million during the three and nine months ended September 30, 2024 , respectively.

Informa TechTarget capitalized internal-use software of $ 3.9 million and $ 12.4 million during the three and nine months ended September 30, 2025 , respectively, and $ 1.2 million and $ 4.6 million during the three and nine months ended September 30, 2024, respectively.

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

Years Ending December 31:

2025 (July 1 - December 31)

2025 (October 1 - December 31)

Convertible Notes and Credit Facility

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Further, Informa TechTarget retains the right to vary the interest rate of drawn borrowings between ABR and SOFR, and the interest rate may automatically be converted upon the occurrence of certain events.

The interest rate margin varies from 1.50 % to 2.00 % for ABR borrowings and 2.50 % to 3.00 % for SOFR borrowings.

The interest rate margin varies from 1.50 % to 2.00 % for ABR borrowings and 2.50 % to 3.00 % for SOFR

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

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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 .

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.

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

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

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

Restructuring Costs

During the three months ended September 30, 2025, the Company implemented a restructuring and workforce reduction program (the “Restructuring Plan”) designed to improve operational efficiency and reduce costs.

The program included both voluntary and involuntary employee terminations, as well as modifications to equity awards for certain affected employees.

The accounting treatment of severance benefits and related expenses was determined based on the nature of the termination arrangement and the applicable accounting guidance.

The following table represents a roll forward of Restructuring costs:

Compensation and Benefits

Restricted Stock Units

Balance as of June 30, 2025

Balance as of September 30, 2025

The Company recognized restructuring charges of $ 12.4 million during the three months ended September 30, 2025, of which $ 4.3 million related to acceleration of vesting and modification of restricted stock units (“RSUs”), and $ 8.1 million related to other compensation and benefits.

These charges are presented as “Restructuring costs” in the unaudited condensed consolidated statements of income (loss) and comprehensive income (loss) for the three and nine months ended September 30, 2025.

Of the $ 8.1 million in other compensation and benefits, approximately $ 2.9 million was paid to employees during the three months ended September 30, 2025 and $ 5.2 million remained accrued as of September 30, 2025.

As part of the severance arrangements, certain employees received accelerated vesting of RSUs.

Additionally, certain RSUs were deemed to have been modified.

The Company measured the incremental fair value of the modified awards on the modification date using appropriate valuation techniques.

The Company recognized $ 4.3 million in net incremental compensation expense related to these accelerations and modifications during the three months ended September 30, 2025.

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

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 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.

There are a total of 605,204 shares of common stock that remain subject to outstanding stock-based grants under the 2024 Plan as of September 30, 2025 .

A further 5,747,409 shares of common stock remain available for issuance for future awards under the 2024 Plan as of September 30, 2025.

2024 Employee Stock Purchase Plan

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As Informa TechTarget participates in but is not the sponsoring entity of these Parent Plans, no shares for these Parent Plans have been allocated to Informa TechTarget.

Restricted stock unit (RSU) awards

Restricted stock unit awards are valued at the market price of a share of Informa TechTarget’s common stock on the date of the grant.

A summary of the restricted stock unit award activity under Informa TechTarget’s plans for the six months ended June 30, 2025 is presented below:

Nonvested outstanding at December 31, 2024

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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however, certain of its employees are eligible to participate in the Parent Plans.

All current grants of share awards are made under the Plans.

All current grants of share awards are made under the Parent Plans.

As Informa TechTarget participates in but is not the sponsoring entity of these Parent Plans, no shares have been allocated to Informa TechTarget.

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Informa TechTarget's stock-based compensation is based on direct awards employees or an allocation of the Parent’s corporate and shared functional employee stock-based compensation expenses.

Stock options

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

The expected volatility of options granted has been determined using a weighted average of the historical volatility of the Company’s common stock for a period equal to the expected life of the option.

The expected life of options has been determined utilizing the “simplified” method.

The risk-free interest rate is based on a zero coupon U.S.

treasury instrument whose term is consistent with the expected life of the stock options.

The Company has not paid and does not anticipate paying cash dividends on its shares of common stock;

therefore, the expected dividend yield is assumed to be zero .

The Company applied an estimated annual forfeiture rate based on historical averages in determining the expense recorded in each period.

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

Year-to-Date Activity

Exercise Price

Options outstanding at December 31, 2024

Options outstanding at September 30, 2025

Options exercisable at September 30, 2025

Options vested or expected to vest at September 30, 2025

(1) As of September 30, 2025 our outstanding stock options were out-of-the-money, meaning the market price of our common stock was less than the options' exercise price.

These options have an intrinsic value of zero .

Restricted stock unit (RSU) awards

Restricted stock unit awards are valued at the market price of a share of Informa TechTarget’s common stock on the date of the grant.

A summary of the restricted stock unit award activity under Informa TechTarget’s plans for the nine months ended September 30, 2025 is presented below:

Nonvested outstanding at December 31, 2024

Nonvested outstanding at September 30, 2025

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

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

The Company measures its interim period tax expense using an estimated annual effective tax rate and adjustments for discrete taxable events that occur during the interim period.

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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 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.

The Company recorded an income tax benefit of $ 33.0 million and an income tax benefit of $ 26.2 million for the three and nine months ended September 30, 2025, respectively.

The Company recorded an income tax benefit of $ 3.6 million and an income tax benefit of $ 10.3 million for the three and nine months ended September 30, 2024, respectively.

The tax benefit for the three months ended September 30, 2025 increased by approximately $ 29.4 million , as compared to the same period in 2024, primarily due to a non-deductible goodwill impairment charge and geographic mix of earnings in the three months ended September 30, 2025.

The tax benefit for the nine months ended September 30, 2025 increased by approximately $ 15.9 million , as compared to the same period in 2024, primarily due to a non-deductible goodwill impairment charge and geographic mix of earnings in the nine months ended September 30, 2025.

Due to the Company's history of impairments, the effect of the non-deductible goodwill impairment has not been treated as a discrete item in the three and nine months ended September 30, 2025.

On July 4, 2025, the United States passed budget reconciliation bill H.R.

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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.

While these changes did not have a significant impact to the annual effective tax rate, the Company expects that U.S.

cash taxes will decrease in 2025 as a result of the new legislation.

Related Party Transactions

Corporate expense allocations

The amounts of related party expenses allocated to Informa Tech Digital Business from the Parent and its subsidiaries for the three and 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 .

The amounts of related party expenses allocated to Informa Tech Digital Business from the Parent and its subsidiaries for the three and nine months ended September 30, 2024 were $ 8.9 million and $ 25.8 million, respectively, and are recognized in general and administrative expenses in the unaudited condensed consolidated statements of income (loss) and comprehensive income (loss).

There were no such expense allocations for the three and nine months ended September 30, 2025.

Further, for the three and nine months ended September 30, 2024, the Paren t incurred $ 5.5 million and $ 32.5 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 $ 0.3 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.

Informa TechTarget enters into revenue arrangements in the ordinary course of business with the Parent and its affiliates, which resulted in recording revenue of $ 0.3 million and $ 0.8 million during the three and nine months ended September 30, 2025 , respectively, and $ 0.1 million and $ 0.2 million during the three and nine months ended September 30, 2024, respectively.

The cost of revenues related to these sales between Informa TechTarget and the Parent were $ 0.2 million and $ 0.8 million during the three and nine months ended September 30, 2025 , respectively, and $ 0.0 million and $ 0.1 million during the three and nine months ended September 30, 2024, respectively.

Revolving line of credit

On December 2, 2024, Informa TechTarget entered into a related party loan arrangement with the Informa Group Holdings Limited, which provides Informa TechTarget with a $ 250.0 million unsecured five-year revolving Credit Facility, which has been drawn upon as of June 30, 2025.

Informa TechTarget has paid $ 1.9 million in certain fees related to the Credit Facility, which have been capitalized and included in other non-current assets.

Amortization of these commitment fees into interest expense was $ 0.1 million and $ 0.2 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.

Amortization of these commitment fees into interest expense was $ 0.1 million and $ 0.3 million for the three and nine months ended September 30, 2025, respectively.

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

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

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

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 June 30,

For the Six Months Ended June 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 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 $ 0.3 m illion as of June 30, 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 $ 0.4 million as of September 30, 2025, and is recorded in related party payables within the accompanying unaudited condensed consolidated balance sheets.

Related party receivables and payables

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

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:

June 30, 2025

September 30, 2025

December 31, 2024

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Changes in related party receivables and payables are presented in operating activities in the unaudited condensed consolidated statement of cash flows.

Transitional services agreement

In connection with the Merger, Informa TechTarget entered into a transitional service agreement with Informa Group Limited to receive certain business support services for generally up to 18 months after the closing for an initial monthly fee which approximated $ 2.0 million and decreases over the course of the agreement.

Service Agreements

In connection with the Merger, Informa TechTarget entered into a transitional service agreement with Informa Group L imited to receive certain business support services for generally up to 18 months after the closing for an initial monthly fee which approximated $ 2.0 million and decreases over the course of the agreement.

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

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 also entered into various arrangements with employees of the Parent and its subsidiaries to perform services for Informa TechTarget under a secondment arrangement.

For the three and nine months ended September 30, 2025, Informa TechTarget had incurred $ 4.8 million and $ 14.7 million, respectively, for these transitional and secondment services, which are classified within general and administrative expenses.

For the three and nine months ended September 30, 2025, the Company incurred related party acquisition and integration costs in the amount of $ 0.9 million and $ 20.3 million, respectively.

As of September 30, 2025, $ 11.8 million has yet to be settled and is classified within related party payables.

In connection with the Merger, Informa TechTarget entered into a reverse transitional service agreement with Informa Group Limited to provide property services to the Parent for a fixed monthly fee.

For the three and 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.

For the three and nine months ended September 30, 2025, activities related to this service were $ 0.1 million and $ 0.3 million, respectively.

Additionally, the Parent collects receivables from our customers on our behalf.

As of September 30, 2025, $ 11.4 million related to these transitional service transactions and receivable collections has yet to be settled and is classified within related party receivables.

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

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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 $ 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.

In addition, the CODM is regularly provided with direct staff costs as a significant expense, which was $ 70.4 million and $ 207.2 million for the three and nine months ended September 30, 2025, respectively, excluding costs related to the Restructuring Plan, and $ 38.8 million and $ 105.7 million for the three and nine months ended September 30, 2024, respectively.

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.

Corporate headquarters’ lease renewal:

On October 21, 2025, Informa TechTarget entered into an Amended and Restated Lease Agreement (the " Lease Agreement"), which amends the lease for the Company's corporate headquarters at 275 Grove Street, Newton, Massachusetts (the "275 Grove Street premises").

Pursuant to the Lease Agreement, the premises will be relocated and reduced from approximately 68,014 square feet to approximately 34,289 square feet, with the new term expiring ten years from the relocation date, which is expected to occur on or before May 1, 2026 .

Commencing on the relocation date, the annual base rent for the 275 Grove Street premises will be approximately $ 1.1 million, subject to annual increases up to $ 1.5 million through the ten year lease term.

For the period prior to the relocation date, the annual base rent is approximately $ 3.2 million.

Pursuant to the terms set forth in the Lease Agreement, the Company is required to pay a reduction fee of $ 5.5 million and will receive a relocation allowance of approximately $ 1.5 million.

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