What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-10 compared with 2025-08-12 · 163 added, 167 removed, 335 unchanged (50% of the section changed)

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

As of September 30, 2025, our business had more than 56.4 million registered members and users of our own media brands.

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

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Specialist B2B Content:

Brand & Advisory Brands

Intelligence & Advisory Brands

Specialist B2B Buyer Content:

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B2B Buyer Intent & Demand Brands

Omdia by Informa TechTarget

Industry Dive

Information Week

Wards Intelligence

Light Reading

Enterprise Strategy

Heavy Reading

Enterprise Strategy Group

Industry background and trends

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Typically, large technology decisions will involve a number of people across an organization from technology professionals to CIOs, CFOs and often CEOs.

This research takes many forms, with an increasing amount conducted online, including by reading specialist content, reviews, information, product profiles and bespoke research, as well as through

webinars and online discussions.

This research takes many forms, with an increasing amount conducted online, including by reading specialist content, reviews, information, product profiles and bespoke research, as well as through webinars and online discussions.

The majority of the B2B buyer journey is now completed before a buyer might contact the sales team of a vendor.

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These digital solutions fall into a number of categories:

• Brand solutions:

Brand solutions offer B2B marketers the opportunity to grow brand awareness through direct exposure to specialist technology and business audiences across the businesses’ portfolio of 14 online products and off-network through audience extension programs.

Solutions include digital display banners, newsletter sponsorships and email marketing, enabling technology vendors to gain exposure and benefit from association with the businesses’ specialist brands and high quality editorial content amongst our readership base of engaged technology buyers.

Brand solutions include the Industry Dive portfolio of more than 35 specialist brands, which deliver high quality business journalism to niche audiences, offering outbound email sponsorship opportunities to vendors looking to build awareness and reach key decision makers.

• Demand solutions:

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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.

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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Qualified Sales Opportunities is a product that profiles active purchase projects through surveys and interviews with business technology professionals whose online behavior suggests an upcoming technology purchase, providing insights into project scope, purchase criteria and vendors under consideration.

• Brand solutions:

Critical Accounting Policies and Use of Estimates

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Prior to the Transaction, the Informa Tech Digital Business previously were operated as part of the Informa Tech division of Informa and not as a standalone entity and had no separate legal status or existence.

As such, the financial position and results of operations, for the periods prior to the Transaction, have been derived from Informa’s historical

accounting records and are presented on a carve-out basis.

Intercompany transactions, profits and balances among the Informa Tech Digital Business’ entities have been eliminated.

As such, the financial position and results of operations, for the periods prior to the Transaction, have been derived from Informa’s historical accounting records and are presented on a carve-out basis.

Intercompany transactions, profits and balances among the Informa

Tech Digital Business’ entities have been eliminated.

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

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Goodwill, long-lived assets and impairment

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

As of September 30, 2025 and December 31, 2024, goodwill was $55.4 million and $973.4 million, respectively.

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

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

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

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

The Company identified a sustained decline in share price during each of the first 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:

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

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

• Projected cash flows:

For each of the first 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.

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

Forecasts for the first stage include

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

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

• Discount rate:

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

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

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

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• Long-term growth rate:

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.

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

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

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.

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

• Net working capital rate:

For each of the first 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.

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

• Capital expenditures rate:

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

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

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

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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 $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.

Based on the quantitative fair value testing, a goodwill impairment of $6.7 million and $41.9 million was recognized during the three and nine months ended September 30, 2025, respectively.

The carrying value of goodwill in the Canalys reporting unit as of September 30, 2025 was $10.0 million post-impairment.

For the three months ended September 30, 2025, a 5.2% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period.

For the three months ended September 30, 2025, a 7.5% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired.

For the three months ended September 30, 2025, a 5.0% increase in the weighted average EBITDA margin would have resulted in no impairment in the period.

For the three months ended September 30, 2025, a 5.7% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired.

For the three months ended September 30, 2025, a 100 basis-point change in the discount rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $2.0 million and $2.3 million, respectively.

For the three months ended September 30, 2025, a 100 basis-point change in the long-term growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $1.3 million and $1.5 million, respectively.

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

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.

Based on the quantitative fair value testing, a goodwill impairment of $13.3 million and $27.6 million was recognized during the three and nine months ended September 30, 2025, respectively.

The carrying value of goodwill in the NetLine

reporting unit as of September 30, 2025 was $13.9 million post-impairment.

For the three months ended September 30, 2025, a 5.8% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period.

For the three months ended September 30, 2025, a 6.5% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired.

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

For the three months ended September 30, 2025, a 6.6% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired.

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 $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 $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.

Based on the quantitative fair value testing, a goodwill impairment of $436.7 million was recognized during the nine months ended September 30, 2025.

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

Based on the quantitative fair value testing, a goodwill impairment of $32.2 million and $172.0 million was recognized during the three and nine months ended September 30, 2025, respectively.

The carrying value of goodwill in the Bluefin reporting unit as of September 30, 2025 was $5.8 million post-impairment.

For the three months ended September 30, 2025, a 6.3% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period.

For the three months ended September 30, 2025, a 1.1% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired.

For the three months ended September 30, 2025, a 3.9% increase in the weighted average EBITDA margin would have resulted in no impairment in the period.

For the three months ended September 30, 2025, a 0.6% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired.

For the three months ended September 30, 2025, an 80 basis-point increase in the discount rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired.

For the three months ended September 30, 2025, a 100 basis-point decrease in the discount rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have decreased the goodwill impairment recognized by $7.0 million.

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 $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.

Based on the quantitative fair value testing, a goodwill impairment of $28.1 million and $243.4 million was recognized during the three and nine months ended September 30, 2025, respectively.

The carrying value of goodwill in the Industry Dive reporting unit as of September 30, 2025 was $25.7 million post-impairment.

For the three months ended September 30, 2025, a 6.2% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period.

For the three months ended September 30, 2025, a 9.1% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired.

For the three months ended September 30, 2025, a 3.7% increase in the weighted average EBITDA margin would have resulted in no impairment in the period.

For the three months ended September 30, 2025, a 4.1% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired.

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

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

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

In the three and nine months ended September 30, 2025, approximately 31% and 34% of our revenues were from longer-term contracts, respectively.

In the three and nine months ended September 30, 2024, approximately 39% and 38% of our revenues were from longer-term contracts, respectively.

Cost of revenues

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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.

Acquisition and integration costs

Acquisition-related costs that are not part of purchase consideration are expensed as incurred.

These costs typically include finder’s fees, legal, accounting, and other professional costs.

Integration-related costs represent costs that relate directly to combining Informa TechTarget and its acquired businesses and are expensed as incurred.

Integration-related costs typically include strategic consulting services, employee-related costs, such as retention and severance, costs to integrate information technology infrastructure, enterprise planning systems, processes, and other non-recurring integration-related costs.

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

Depreciation expense consists of the depreciation of property and equipment.

Depreciation is calculated using the straight-line method over their estimated useful lives, ranging from three to five years.

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

Amortization expense consists of the amortization of intangible assets.

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

Acquisition and integration costs

Acquisition-related costs that are not part of purchase consideration are expensed as incurred.

These costs typically include finder’s fees, legal, accounting, and other professional costs.

Integration-related costs represent costs that relate directly to combining Informa TechTarget and its acquired businesses and are expensed as incurred.

Restructuring costs

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

Remeasurement of contingent consideration

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Results of Operations

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,

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

For the Three Months Ended September 30,

Percent Change

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Percent Change

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Impairment of long-lived assets

Restructuring costs

Acquisition and integration costs

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Loss before provision for income taxes

Income tax benefit (expense)

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

Income tax benefit

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

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

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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 June 30, 2025 and 2024

For the Three Months Ended June 30,

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

For the Three Months Ended September 30,

Marketing, advertising services, and sponsorship

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Total revenues

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.

Revenue for the three months ended September 30, 2025 was $122.3 million, an increase of $59.4 million, or 94%, compared to the three months ended September 30, 2024.

The acquisition of Former TechTarget in December 2024 provided $46.2 million in marketing, advertising services, and sponsorship revenues, and $4.2 million in advisory services revenue to the three months ended September 30, 2025.

Marketing, advertising services, and sponsorship revenues increased $8.3 million due to higher demand from returning customers compared to the prior year period.

Cost of revenues

For the Three Months Ended June 30,

For the Three Months Ended September 30,

Cost of revenues

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.

Cost of revenues for the three months ended September 30, 2025 was $47.4 million, an increase of $23.5 million, or 99%, compared to the three months ended September 30, 2024.

The increase is largely driven by the acquisition of Former TechTarget in December 2024, which contributed $15.1 million in labor and contracted costs in 2025.

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Operating expenses and other

For the Three Months Ended June 30,

For the Three Months Ended September 30,

Operating expenses:

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Impairment of goodwill

Impairment of long-lived assets

Restructuring costs

Acquisition and integration costs

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Other income (expense), net

Income tax benefit (expense)

Income tax benefit

Selling and marketing .

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.

Selling and marketing costs increased by $21.6 million, or 152%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $19.4 million, primarily in labor and related costs in 2025.

The remaining $2.2 million increase was primarily driven by increased labor related costs due to our heightened focus on selling and marketing our services to our customers as part of our integration.

General and administrative .

General and administrative costs increased by $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.

General and administrative costs increased by $2.7 million, or 15%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $11.8 million in 2025.

This was offset by a $9.2 million reduction in costs due to a decrease in focus (primarily labor and related costs) on general and administrative and an increase in focus on cost of revenues.

Product development .

Product development costs 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.

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

Depreciation .

Depreciation expense increased $0.1 million, or 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.

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

Amortization .

Amortization expense increased $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.

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

Impairment of goodwill .

As a result of the impairment analysis in the three months ended 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.

As a result of the impairment analysis in the three months ended September 30, 2025, an impairment charge of $80.3 million was recorded relating to the Canalys, Industry Dive, NetLine and Bluefin Legacy reporting units.

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

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

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

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

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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 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.

Restructuring costs .

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

Acquisition and integration costs .

Acquisition and integration 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.

Acquisition and integration cost decreased $0.6 million, or (7%), for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to a $4.9 million reduction in acquisition costs compared to the prior year period.

This was offset by the acquisition of Former TechTarget in December 2024, which contributed $4.3 million in integration costs.

Remeasurement of contingent consideration .

In the three months ended 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.

In the three months ended September 30, 2025, there was no contingent consideration remeasurement due to no change in the fair value of the contingent consideration.

Contingent consideration remeasurement in the three months ended September 30, 2024 was a loss of $1.9 million due to a revision to forecasts to reflect challenging macro-economic conditions, which impacted demand for core email and website sponsorship/advertising products, as technology companies cut back on investment.

Interest expense on related party loans.

Interest expense on related party loans decreased $3.4 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.

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 expense on related party loans decreased $3.3 million, or (58%), in the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

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

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

During the three months ended September 30, 2025, interest expense was related to outstanding loans under the Credit Facility with Informa Group Holdings.

Interest income.

Interest income decreased $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 $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.

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

Other income (expense), net .

Other income for the three months ended September 30, 2025 was $0.5 million, an increase of $2.3 million, or 130%, compared to the other expense of $1.7 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

The increase was driven by a reduction of foreign currency losses compared to the prior year period and the acquisition of Former TechTarget in December 2024, which contributed $1.2 million of foreign currency transaction gains in 2025.

Income tax benefit (expense).

Income tax benefit for the three months ended 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.

Income tax benefit for the three months ended September 30, 2025 was $33.0 million, an increase of $29.4 million compared to the income tax benefit of $3.6 million in the three months ended September 30, 2024.

The effective tax rate was 30.0% and 17.0% for the three months ended September 30, 2025 and 2024, respectively.

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

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

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

For the Six Months Ended June 30,

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

For the Nine Months Ended September 30,

Marketing, advertising services, and sponsorship

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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.

Revenue for the nine months ended September 30, 2025 was $346.1 million, an increase of $161.6 million, or 88%, compared to the nine months ended September 30, 2024.

The acquisition of Former TechTarget in December 2024 provided $128.7 million in marketing, advertising services, and sponsorship revenues, and $12.8 million in advisory services revenue to the nine months ended September 30, 2025.

Marketing, advertising services, and sponsorship revenues also increased $15.5 million due to higher demand from returning customers compared to the prior year period.

Cost of revenues

For the Six Months Ended June 30,

For the Nine Months Ended September 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.

Cost of revenues for the nine months ended September 30, 2025 was $142.7 million, an increase of $68.2 million, or 92%, compared to the nine months ended September 30, 2024.

The increase is largely driven by the acquisition of Former TechTarget in December 2024, which contributed $52.2 million in labor and contracted costs in 2025.

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Operating expenses and other

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Operating expenses:

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Impairment of long-lived assets

Restructuring costs

Acquisition and integration costs

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Interest income

Other income (expense), net

Income tax benefit (expense)

Other expense, net

Income tax benefit

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.

Selling and marketing costs increased by $64.1 million, or 152%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $56.2 million, primarily in labor and related costs in 2025.

The remaining $7.9 million increase was primarily driven by our increased labor and related costs due to our heightened focus on selling and marketing our services to our customers as part of our integration.

General and administrative .

General and administrative costs increased by $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.

General and administrative costs increased by $10.3 million, or 19%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $36.0 million in the nine months ended September 30, 2025.

This was partially offset by a reduction in costs of $25.7 million due to a decrease in focus on general and administrative (primarily labor and related costs) and an increase in focus on cost of revenues and selling and marketing.

Product development .

Product development costs decreased by $0.5 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.

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

This was offset by the acquisition of Former TechTarget in December 2024 which contributed $4.9 million in labor and related costs.

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.

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

Amortization .

Amortization expense increased $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.

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

Impairment of goodwill .

As a result of the impairment analysis in the first 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.

As a result of the impairment analysis in the first three quarters of 2025, an impairment charge of $921.6 million was recorded relating to the Canalys, Industry Dive, NetLine, Bluefin Legacy and legacy TechTarget reporting units for the nine months ended September 30, 2025.

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

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

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

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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.

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

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

office in March 2024.

Restructuring costs .

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

Acquisition and Integration Costs .

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

Acquisition and integration expense decreased $5.9 million, or (15)%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

The acquisition of Former TechTarget in December 2024 contributed $15.9 million as part of the integration in 2025.

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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.

In the nine months ended September 30, 2025, there was no contingent consideration remeasurement due to no change in the fair value of the contingent consideration.

Contingent consideration remeasurement in the nine months ended September 30, 2024 was a loss of $2.3 million due to a revision to forecasts to reflect challenging macro-economic conditions, which impacted demand for core email and website sponsorship/advertising products, as technology companies cut back on investment.

Interest expense on related party loans.

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

Interest expense on related party loans decreased $11.1 million, or (61)%, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

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

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

During the nine months ended September 30, 2025, interest expense was related to outstanding loans under the Credit Facility with Informa Group Holdings.

Interest income.

Interest income decreased $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.

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

Other Expense, net .

Other expense increased by $6.4 million, or 472%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

The acquisition of Former TechTarget in December 2024 contributed $3.4 million of foreign currency transaction losses in the nine months ended September 30, 2025.

The remaining increase in expense is primarily related to the increase in foreign currency transactions.

Income tax benefit.

Income tax benefit for the nine months ended September 30, 2025 was $26.2 million, an increase of $15.9 million compared to the income tax benefit of $10.3 million in the nine months ended September 30, 2024.

The effective tax rate was 2.6% and 11.8% for the nine months ended September 30, 2025 and 2024, respectively.

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Liquidity and Capital Resources

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.

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

At September 30, 2025, our cash and cash equivalents totaled $46.3 million.

We utilized cash, short-term investments and $135.0 million of our $250.0 million revolving Credit Facility with Informa to retire approximately $417.0 million of our

convertible debt on January 24, 2025.

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

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

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

facilities and overhead costs.

For the Six Months Ended June 30,

For the Nine Months Ended September 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 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.

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

Net cash provided by (used in) investing activities

Cash flows provided by (used in) 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.

Cash flows provided by (used in) investing activities were $62.6 million and $(4.9) million for the nine months ended September 30, 2025 and 2024, respectively.

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

The outflows in the nine months ended September 30, 2024 reflected increased intangible assets of $4.6 million mainly relating to product development and internally generated software.

Net cash provided by (used in) financing activities

Cash flows provided by (used in) financing activities were $(297.0) 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.

Cash flows provided by (used in) financing activities were $(297.7) million and $51.0 million for the nine months ended September 30, 2025 and 2024, respectively.

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

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

Off Balance Sheet Arrangements

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

As of September 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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our future business strategy, plans, market growth and our objectives for future operations;

the effectiveness of our Restructuring Plan;

the continued remediation of material weaknesses in our internal control over financial reporting;

5 unchanged sentences

Important factors that could cause actual results to differ materially from such plans, estimates, or expectations include, among others:

unexpected costs, charges, or expenses resulting from the Transactions;

unexpected costs, charges, or expenses resulting from the Transactions or the Restructuring Plan;

uncertainty regarding our expected financial performance;

failure to realize the anticipated benefits of the Transactions, including as a result of integrating our Informa Tech Digital Business with our legacy TechTarget business;

failure to realize the anticipated benefits of the Transactions, including as a result of integrating our Informa Tech Digital Business with our legacy TechTarget business or the Restructuring Plan;

our ability to implement our business strategy;

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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 2. Management’s Discussion and Analysis