TechTarget, Inc. 10-Q

Item 1. Financial Statements TechTarget, Inc. Unaudited Condensed Consolidated Balance Sheets (in thousands, except share and per share data) September 30, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 46,301 $ 275,983 Short-term investments — 77,705 Accounts receivable, net of allowance for credit losses of $ 1,893 and $ 907 respectively 82,333 79,039 Related party receivables 11,372 2,900 Prepaid taxes 7,157 6,443 Prepaid expenses and other current assets 14,686 13,547 Total current assets 161,849 455,617 Non-current assets: Property and equipment, net 3,293 4,621 Goodwill 55,444 973,398 Intangible assets, net 746,521 808,732 Operating lease right-of-use assets 12,751 15,907 Deferred tax assets 5,425 5,097 Other non-current assets 2,141 3,115 Total non-current assets 825,575 1,810,870 Total assets $ 987,424 $ 2,266,487 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 7,664 $ 10,639 Related party payables 12,171 4,795 Contract liabilities 66,830 44,825 Operating lease liabilities 4,919 5,186 Accrued expenses and other current liabilities 21,591 29,328 Accrued compensation expenses 25,322 18,093 Income taxes payable 4,762 6,701 Convertible debt — 415,690 Total current liabilities 143,259 535,257 Non-current liabilities: Operating lease liabilities 11,460 15,107 Other liabilities 6,310 4,913 Related party revolving line of credit 120,000 — Deferred tax liabilities 108,463 139,356 Total non-current liabilities 246,233 159,376 Total liabilities $ 389,492 $ 694,633 Stockholders’ equity: 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 72 71 Treasury stock, at cost; 14,052 and 0 shares at September 30, 2025 and December 31, 2024, respectively ( 629 ) — Additional paid-in capital 1,642,502 1,626,785 Retained deficit ( 1,074,765 ) ( 75,937 ) Accumulated other comprehensive income 30,752 20,935 Total stockholders’ equity 597,932 1,571,854 Total liabilities and stockholders’ equity $ 987,424 $ 2,266,487 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 4 Table of Contents TechTarget, Inc. Unaudited Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (in thousands, except per share data) For the Three Months Ended For the Nine Months Ended September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 As Restated As Restated Revenues 1 $ 122,286 $ 62,872 $ 346,116 $ 184,499 Cost of revenues 1,2 ( 47,350 ) ( 23,814 ) ( 142,674 ) ( 74,484 ) Gross profit 74,936 39,058 203,442 110,015 Operating expenses: Selling and marketing 2 35,829 14,217 106,202 42,096 General and administrative 1,2 21,039 18,365 64,244 53,937 Product development 2 2,894 2,571 8,279 8,499 Depreciation 529 386 1,592 1,173 Amortization, excluding amortization of $ 4,131 , $ 158 , $ 9,554 and $ 403 included in cost of revenues 21,631 11,008 67,817 33,038 Impairment of goodwill 80,252 — 921,600 — Impairment of long-lived assets — — — 2,019 Restructuring costs 2 12,412 — 12,412 — Acquisition and integration costs 1 8,204 8,788 32,343 38,242 Remeasurement of contingent consideration — ( 1,900 ) — 2,264 Total operating expenses 182,790 53,435 1,214,489 181,268 Operating loss ( 107,854 ) ( 14,377 ) ( 1,011,047 ) ( 71,253 ) Related party interest expense ( 2,439 ) ( 5,761 ) ( 7,067 ) ( 18,164 ) Interest income 1 26 874 914 3,338 Other income (expense), net 525 ( 1,732 ) ( 7,791 ) ( 1,361 ) Loss before provision for income taxes ( 109,742 ) ( 20,996 ) ( 1,024,991 ) ( 87,440 ) Income tax benefit 32,964 3,566 26,163 10,298 Net loss $ ( 76,778 ) $ ( 17,430 ) $ ( 998,828 ) $ ( 77,142 ) Other comprehensive income (loss), net of tax: Foreign currency translation gain (loss) ( 941 ) ( 13,535 ) 9,817 ( 11,653 ) Total comprehensive loss $ ( 77,719 ) $ ( 30,965 ) $ ( 989,011 ) $ ( 88,795 ) Net loss per common share: Basic ( 1.07 ) ( 0.42 ) ( 13.96 ) ( 1.85 ) Diluted ( 1.07 ) ( 0.42 ) ( 13.96 ) ( 1.85 ) Weighted average common shares outstanding: Basic 71,756,180 41,651,366 71,570,864 41,651,366 Diluted 71,756,180 41,651,366 71,570,864 41,651,366 (1) Amounts include related party transactions as follows: Revenues 274 71 845 225 Cost of revenues 249 — 849 53 General and administrative 4,786 8,882 14,731 25,803 Interest income — 1,327 — 3,190 Acquisition and integration costs 913 5,456 20,274 32,451 (2) Amounts include stock-based compensation expense as follows: Cost of revenues 267 — 1,001 — Selling and marketing 2,474 — 8,007 — General and administrative 391 313 1,875 879 Product development 170 — 538 — Restructuring costs 4,297 — 4,297 — See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 5 Table of Contents TechTarget, Inc. Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (in thousands, except share and per share data) Net Parent Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity (Deficit) As Restated As Restated As Restated Balance, December 31, 2023 ( 76,580 ) 22,245 $ ( 54,335 ) Net loss ( 19,509 ) — ( 19,509 ) Net transfers to Parent ( 3,098 ) — ( 3,098 ) Other comprehensive income — 2,551 2,551 Balance, March 31, 2024 $ ( 99,187 ) $ 24,796 $ ( 74,391 ) Net loss ( 40,203 ) — ( 40,203 ) Net transfers from Parent 22,789 — 22,789 Other comprehensive loss — ( 669 ) ( 669 ) Balance, June 30, 2024 $ ( 116,601 ) $ 24,127 $ ( 92,474 ) Net loss ( 17,430 ) — ( 17,430 ) Net transfers from Parent 257,612 — 257,612 Other comprehensive loss — ( 13,535 ) ( 13,535 ) Balance, September 30, 2024 $ 123,581 $ 10,592 $ 134,173 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 6 Table of Contents TechTarget, Inc. Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (in thousands, except share and per share data) Common Stock Treasury Stock Number of Shares $0.001 Par Value Number of Shares Cost Additional Paid-In Capital Retained Earnings (Deficit) Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Balance, December 31, 2024 71,460,169 71 — — 1,626,785 ( 75,937 ) 20,935 $ 1,571,854 Net loss — — — — — ( 523,388 ) — ( 523,388 ) Other comprehensive income — — — — — — 3,990 3,990 Issuance of shares of common stock from RSU awards 25,012 — — — — — — — Stock-based compensation — — — — 3,959 — — 3,959 Balance, March 31, 2025 71,485,181 $ 71 — — $ 1,630,744 $ ( 599,325 ) $ 24,925 $ 1,056,415 Net loss — — — — — ( 398,662 ) — ( 398,662 ) Other comprehensive income — — — — — — 6,768 6,768 Other share issuances 100 — — — — — — — Issuance of shares of common stock from RSU awards 3,719 — — — — — — — Stock-based compensation — — — — 4,160 — — 4,160 Balance, June 30, 2025 71,489,000 $ 71 — — $ 1,634,904 $ ( 997,987 ) $ 31,693 $ 668,681 Net loss — — — — — ( 76,778 ) — ( 76,778 ) Other comprehensive loss — — — — — — ( 941 ) ( 941 ) Other share issuances — — — — — — — — Issuance of shares of common stock from RSU awards 658,343 1 — — ( 1 ) — — — Impact of net settlements 14,052 — 14,052 ( 629 ) — — — ( 629 ) Stock-based compensation — — — — 7,599 — — 7,599 Balance, September 30, 2025 72,161,395 $ 72 14,052 $ ( 629 ) $ 1,642,502 $ ( 1,074,765 ) $ 30,752 $ 597,932 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 7 Table of Contents TechTarget, Inc. Unaudited Condensed Consolidated Statements of Cash Flows (in thousands) For the Nine Months Ended September 30, 2025 2024 As Restated Operating Activities: Net loss $ ( 998,828 ) $ ( 77,142 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation 1,592 1,173 Amortization 77,371 33,441 Provision for bad debt 986 650 Operating lease expense 3,958 1,598 Stock-based compensation 15,718 879 Deferred tax provision ( 31,231 ) ( 12,392 ) Impairment of long-lived assets — 2,019 Impairment of goodwill 921,600 — Fair value adjustment to debt 1,323 — Gain on disposal of intangibles — 90 Gain on disposal of property, plant and equipment 5 168 Remeasurement of contingent consideration — 2,264 Net foreign exchange (gain)/loss 2,752 793 Other ( 340 ) Changes in operating assets and liabilities (net of the impact of acquisitions): Accounts receivable ( 2,643 ) 3,096 Prepaid expenses and other current assets ( 768 ) ( 3,466 ) Related party receivables ( 8,472 ) ( 1,139 ) Accounts payable ( 3,205 ) ( 1,108 ) Income taxes payable ( 2,180 ) 1,479 Accrued expenses and other current liabilities ( 8,254 ) ( 273 ) Accrued compensation expenses 6,693 — Operating lease liabilities with right of use ( 4,713 ) ( 2,248 ) Contract liabilities 20,768 14,678 Contingent consideration — ( 1,020 ) Other assets (liabilities) 732 570 Related party payables 11,720 243 Net cash provided by (used in) operating activities 4,584 ( 35,647 ) Investing activities: Purchases of property and equipment, and other capitalized assets ( 212 ) ( 302 ) Purchases of intangible assets ( 12,350 ) ( 4,631 ) Purchase of investments ( 291 ) — Acquisitions of businesses, net of acquired cash ( 1,350 ) — Sale of short-term investments 76,795 — Net cash provided by (used in) investing activities 62,592 ( 4,933 ) Financing activities: Cash pool arrangements with Parent — 27,338 Contingent consideration settlement — ( 3,980 ) Issuance of common stock from restricted stock awards 1 — Tax withholdings related to net share settlements ( 629 ) — Proceeds from related party long term debt 135,000 — Repayment of related party long term debt ( 15,000 ) ( 213 ) Repayment of convertible notes ( 417,033 ) — Net transfers from Parent — 27,866 Net cash provided by (used in) financing activities ( 297,661 ) 51,011 Effect of exchange rate changes on cash and cash equivalents 803 388 Net decrease in cash and cash equivalents ( 229,682 ) 10,819 Cash and cash equivalents at beginning of year 275,983 10,789 Cash and cash equivalents at September 30 $ 46,301 $ 21,608 Supplemental disclosure of cash flow information: Cash paid for taxes, net $ 6,083 $ 1,448 Cash paid for interest on related party long term debt $ 6,732 $ 18,928 Schedule of non-cash investing and financing activities: Operating lease liabilities arising from obtaining operating lease right-of-use assets $ — $ 226 Intangible asset purchases included in accrued expenses and other current liabilities $ — $ 48 Capitalization of short-term debt $ — $ 250,000 Loans settled through existing cash pool arrangements $ — $ 59,689 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements 8 Table of Contents TechTarget, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (In thousands, except share and per share data, where otherwise noted or instances where expressed in millions) 1. Business Overview and Basis of Presentation Nature of business TechTarget, Inc. (“Informa TechTarget”, the “Company”, “we”, “us” or “our”, formerly known as Toro CombineCo, Inc. (“CombineCo”)) together with its subsidiaries, is a leading business-to-business (“B2B”) growth accelerator, informing and influencing technology buyers and sellers globally. The Transactions On January 10, 2024, Informa, PLC (“Informa” or “Parent”) entered into a definitive agreement (the “Transaction Agreement”) to combine Informa Intrepid Holdings Inc. (“Informa Tech Digital Business” or “Informa Intrepid” or “Accounting Predecessor”), a carved-out business wholly-owned by Informa, with former TechTarget, Inc. (“Former TechTarget”) under CombineCo. In accordance with the Transaction Agreement, Informa contributed the Informa Tech Digital Business along with $ 350.0 million in cash, in exchange for CombineCo common stock (the “Transaction”). Additionally, CombineCo paid each Former TechTarget shareholder as consideration for one common share of Former TechTarget (i) one share of CombineCo common stock and (ii) cash consideration of approximately $ 11.70 per share of Former TechTarget common stock (the “Merger”, with the Transaction, collectively the “Transactions”). The Merger closed on December 2, 2024 (the “Acquisition Date”), with Informa then holding a 58 % interest in CombineCo and Former TechTarget shareholders holding the remaining 42 % interest in CombineCo. CombineCo changed its name to TechTarget, Inc. upon completion of the Merger. Basis of presentation The Merger was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combination . The condensed consolidated financial statements prior to the Acquisition Date reflect the financial statements of the Informa Tech Digital Business, as Accounting Predecessor to Informa TechTarget and the historical consolidated financial statements of Former Tech Target are consolidated only from the Acquisition Date forward. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all normal and recurring adjustments have been included such that the unaudited condensed consolidated financial statements are fairly stated. The results of operations for the periods presented are not necessarily indicative of results to be expected for any other interim periods or for the full year. The information included in these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (“SEC”) on May 28, 2025. The Accounting Predecessor had historically operated as part of the Parent and not as a standalone entity and had no separate consolidated legal status of existence prior to the Transaction. As such, Informa TechTarget 's condensed consolidated financial statements have been derived from the Parent’s historical accounting records and were presented on a carved-out basis prior to the Transaction. The consolidated financial statements prior to the Transaction reflect the assets, liabilities, revenues, expenses and cash flows of the businesses included within the Accounting Predecessor. The following considerations have been applied to these unaudited condensed consolidated financial statements prior to the Transaction: • All intercompany transactions and balances between the businesses included within the Accounting Predecessor have been eliminated. Transactions and balances with the Parent, or other non-Informa Tech Digital Business entities controlled by the Parent, are classified as related party transactions. • To the extent that an asset, liability, revenue or expense is directly associated with the Accounting Predecessor, it is reflected in these unaudited condensed consolidated financial statements. Since the Accounting Predecessor had been part of a wider group of companies controlled by the Parent, the unaudited condensed consolidated 9 Table of Contents financial statements may not reflect the same financing costs had the Accounting Predecessor obtained financing on a standalone basis. • All costs incurred by Informa that are directly attributable to the Accounting Predecessor have been included in these unaudited condensed consolidated financial statements. The costs incurred by the Parent for certain functions and operations that were used by the Accounting Predecessor, including but not limited to executive oversight, finance, treasury, tax, legal, human resources, technology, marketing and other shared services have been allocated using appropriate and consistent allocation methods, including revenue, headcount or other relevant measures. Management of the Parent believes the costs of these services allocated to the Accounting Predecessor have been determined on a reasonable basis but may not reflect the amounts that would have been incurred by the Accounting Predecessor had it been operating on a standalone basis. These cost allocations are discussed further in Note 11. Related Party Transactions . • Net Parent deficit, which includes retained earnings, represents the Parent’s historical investment in the Accounting Predecessor, the accumulated net earnings or losses after taxes and the net effect of settled transactions with and allocations from the Parent. All significant transactions between the Accounting Predecessor and the Parent have been included in the accompanying unaudited condensed consolidated financial statements for all reporting periods presented. Transactions with the Parent are reflected in the unaudited condensed consolidated statements of stockholders’ equity (deficit) as net transfers to Parent and in the accompanying unaudited condensed consolidated balance sheets as net Parent deficit. All transactions reflected in net Parent deficit by the Accounting Predecessor in the accompanying unaudited condensed consolidated balance sheets have been considered as financing activities for purposes of the unaudited condensed consolidated statements of cash flows. Effective as of the Acquisition Date, net Parent deficit was converted to Common Stock and Additional Paid-in Capital. • The Accounting Predecessor was dependent on the Parent for the majority of its working capital and financing requirements during the financial years presented in these unaudited condensed consolidated financial statements. The Parent uses a centralized approach to managing cash and financing its operations. Transactions between the Parent and the Accounting Predecessor under this approach were treated as related party short-term debt. All cash and cash equivalent balances held by the Accounting Predecessor that are not a part of the centralized cash management approach were legally held by the Accounting Predecessor and included in the unaudited condensed consolidated financial statements. • The Accounting Predecessor had intercompany financing arrangements with the Parent (“related party debt”). These related party financing arrangements between the Accounting Predecessor and the Parent have been included in the accompanying unaudited condensed consolidated financial statements for all reporting periods presented. These transactions were settled on the Acquisition Date. • The Accounting Predecessor's current and deferred taxes are computed on a separate return basis. The Accounting Predecessor's condensed consolidated financial statements prior to the Transaction may not be indicative of Informa TechTarget’s financial performance and do not necessarily reflect what its results of operations, financial position and cash flows would have been had Informa TechTarget operated as an independent entity during all the periods presented. The amount of actual costs that may have been incurred if Informa TechTarget were a standalone company would depend on a number of factors, including its chosen organizational structure, which functions were performed by its employees or outsourced and strategic decisions made in areas such as information technology and infrastructure. Restatement of previously issued financial statements Informa TechTarget restated its previously issued financial statements as of December 31, 2023 and for the years ended December 31, 2023 and 2022 in its Form 10-K filed with the SEC on May 28, 2025. The restatement included the impact on the previously issued unaudited interim financial information through September 2024. Informa TechTarget has restated its previously issued financial statements for the three 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 nine months ended September 30, 2024 were identified and corrected: 10 Table of Contents 1. 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 $ 8.6 million for the three and nine months ended September 30, 2024, respectively. 2. 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 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. 3. Income tax: 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 In addition to the errors identified above, the Company has corrected other immaterial errors primarily related to revenue adjustments, acquisition-related adjustments, related party related adjustments and general and administrative expenses for credit losses. These other errors are quantitatively and qualitatively immaterial, individually and in the aggregate. However, the Company has corrected these other errors as part of the correction for the material errors described above. Impact of restatement The following tables present the as-restated financial statement line items for the unaudited condensed consolidated statement of income (loss) and comprehensive income (loss) 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. The amounts in the “Adjustment” columns present the impact of the adjustments described above. The amounts in the “As Restated” columns are the updated amounts including the impacts of the adjustments identified. 11 Table of Contents Unaudited condensed consolidated statement of income (loss) and comprehensive income (loss): Three months ended September 30, 2024 Nine months ended September 30, 2024 As Reported Adjustment As Restated As Reported Adjustment As Restated Revenue $ 62,742 $ 130 $ 62,872 $ 185,020 $ ( 521 ) $ 184,499 Gross profit 38,928 130 39,058 110,536 ( 521 ) 110,015 General and administrative 18,205 160 18,365 53,909 28 53,937 Amortization 8,131 2,877 11,008 24,414 8,624 33,038 Acquisition and integration costs 8,438 350 8,788 38,086 156 38,242 Remeasurement of contingent consideration ( 300 ) ( 1,600 ) ( 1,900 ) 2,363 ( 99 ) 2,264 Total operating expenses 51,648 1,787 53,435 172,559 8,709 181,268 Operating loss ( 12,720 ) ( 1,657 ) ( 14,377 ) ( 62,023 ) ( 9,230 ) ( 71,253 ) Interest expense on related party loans ( 18,554 ) 390 ( 18,164 ) Interest income 4,423 ( 1,085 ) 3,338 Loss before provision of income taxes ( 19,339 ) ( 1,657 ) ( 20,996 ) ( 77,515 ) ( 9,925 ) ( 87,440 ) Benefit for income taxes 3,682 ( 116 ) 3,566 6,542 3,756 10,298 Net loss ( 15,657 ) ( 1,773 ) ( 17,430 ) ( 70,973 ) ( 6,169 ) ( 77,142 ) Total comprehensive loss ( 29,192 ) ( 1,773 ) ( 30,965 ) ( 82,626 ) ( 6,169 ) ( 88,795 ) Net loss per common share: Basic $ ( 0.38 ) $ ( 0.04 ) $ ( 0.42 ) $ ( 1.70 ) $ ( 0.15 ) $ ( 1.85 ) Diluted $ ( 0.38 ) $ ( 0.04 ) $ ( 0.42 ) $ ( 1.70 ) $ ( 0.15 ) $ ( 1.85 ) Unaudited condensed consolidated statement of stockholders’ deficit 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: Nine months ended September 30, 2024 As Reported Adjustment As Restated Operating activities: Net loss $ ( 70,973 ) $ ( 6,169 ) $ ( 77,142 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization 24,817 8,624 33,441 Provision for bad debt 1,107 ( 457 ) 650 Deferred tax provision ( 6,542 ) ( 5,850 ) ( 12,392 ) Remeasurement of contingent consideration 2,363 ( 99 ) 2,264 Net foreign exchange gain - 793 793 Changes in operating assets and liabilities: Accounts receivable 1,994 1,102 3,096 Prepaid expenses and other current assets ( 3,564 ) 98 ( 3,466 ) Related party receivables ( 235 ) ( 904 ) ( 1,139 ) Accrued expenses and other current liabilities ( 730 ) 457 ( 273 ) Income tax payable - 1,479 1,479 Contract liabilities 15,294 ( 616 ) 14,678 Other assets (liabilities) ( 329 ) 899 570 Net cash used in operating activities $ ( 35,004 ) $ ( 643 ) $ ( 35,647 ) Financing activities: Cash pool arrangements with Parent 27,402 ( 64 ) 27,338 Net transfer from Parent 27,159 707 27,866 Net cash provided by financing activities $ 50,368 $ 643 $ 51,011 12 Table of Contents 2. Significant Accounting Policies Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Informa TechTarget bases these estimates on historical experience, the current economic environment, and on various other assumptions that are believed to be reasonable under the circumstances. However, uncertainties associated with these estimates exist and actual results may differ from these estimates. Estimates and underlying assumptions reflected in these unaudited condensed consolidated financial statements are reviewed on an ongoing basis, with changes in estimates recognized in the period in which the estimates are revised and in any future periods affected. Significant estimates include assumptions associated with impairment considerations for goodwill and long-lived assets, estimating the fair value of contingent consideration, allocation of purchase price to intangible assets in business combinations and determining corporate expense allocations. Impairment of goodwill and long-lived assets Informa TechTarget evaluates its long-lived assets, including property, equipment, and intangible assets, for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. Goodwill is tested for impairment at least annually, during the fourth quarter, or when events and circumstances indicate an impairment may have occurred. Among the factors that could trigger an impairment review are a reporting unit’s operating results significantly declining relative to its operating plan or historical performance, competitive pressures, changes in the general markets in which it operates, and sustained declines in the Company's share price. In assessing goodwill for impairment, Informa TechTarget may first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If this assessment concludes that it is more likely than not that the fair value is more than the carrying value of a reporting unit, goodwill is not considered impaired and any quantitative goodwill impairment test is not required to be performed. If the qualitative impairment assessment concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, Informa TechTarget performs the quantitative goodwill impairment test, which compares the fair value of the reporting unit to its carrying value. During the first, 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. In assessing fair value, estimated future cash flows are discounted to their present value using a weighted average cost of capital discount rate. If the estimated fair value of a reporting unit is less than the carrying value, Informa TechTarget will record an impairment of goodwill for the amount to which the carrying value exceeds fair value. Determination of fair value is based on significant assumptions and estimates, 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 $ 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. Recoverability of assets held and used is measured by comparing the asset group’s carrying amount and the estimated undiscounted future net cash flows expected to be generated by the asset group. If such evaluation indicates that the carrying amount of the asset group is not recoverable, an impairment loss will be recorded based on the amount by which the carrying value exceeds the fair value. The Company did no t identify any impairment of long-lived assets as of September 30, 2025. See Note 5. Goodwill for further information Accounts receivable and allowance for credit losses Accounts receivable are recognized at the amount Informa TechTarget expects to collect, net of allowance for doubtful accounts. The allowance for doubtful accounts is Informa TechTarget’s best estimate of the amount of probable credit losses in its existing accounts receivable. The allowance for doubtful accounts is reviewed on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are written-off against the allowance once all means of collection 13 Table of Contents have been exhausted and the potential for recovery is considered remote. Provisions for doubtful accounts are recorded in general and administrative expense. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment in 30 days. In instances where the timing of revenue recognition differs from the timing of invoicing, Informa TechTarget has determined that its contracts generally do not include a significant financing component. The primary purpose of Informa TechTarget’s invoicing terms is to provide clients with simplified and predictable ways of purchasing products and services, such as invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period, and not to receive financing from clients. Allowance for credit losses Balance as of December 31, 2024 $ 907 Addition to (release of) provision (1) 410 Write-off (1) ( 98 ) Balance as of March 31, 2025 $ 1,219 Addition to (release of) provision (1) 723 Write-off (1) ( 70 ) Balance as of June 30, 2025 $ 1,872 Addition to (release of) provision 142 Write-off ( 121 ) Balance as of September 30, 2025 $ 1,893 (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 Balance as of December 31, 2023 $ 1,540 Addition to (release of) provision 364 Write-off ( 555 ) Balance as of March 31, 2024 $ 1,349 Addition to (release of) provision 266 Write-off ( 193 ) Balance as of June 30, 2024 $ 1,422 Addition to (release of) provision 76 Write-off ( 596 ) Balance as of September 30, 2024 $ 902 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 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. Net loss per share Basic income (loss) per share is determined by dividing net income (loss) by the weighted average common shares outstanding during the period. Diluted income (loss) per share is determined by dividing net income (loss) by diluted weighted average shares outstanding during the period. Diluted weighted average shares reflect the dilutive effect, if any, of potential common shares. To the extent their effect is dilutive, employee equity awards and other commitments to be settled in common stock are included in the calculation of diluted net income (loss) per share based on the treasury stock method. The calculations of basic and diluted net loss per share for the three and nine months ended September 30, 2025 and 2024 are as follows: 14 Table of Contents For the Three Months Ended September 30, For the Nine Months Ended September 30, 2025 2024 2025 2024 Net loss $ ( 76,778 ) $ ( 17,430 ) $ ( 998,828 ) $ ( 77,142 ) Weighted average shares outstanding 71,756,180 41,651,366 71,570,864 41,651,366 Loss per share Basic: $ ( 1.07 ) $ ( 0.42 ) $ ( 13.96 ) $ ( 1.85 ) Diluted: $ ( 1.07 ) $ ( 0.42 ) $ ( 13.96 ) $ ( 1.85 ) Prior to the Transactions, Informa TechTarget did not have any shares of common stock outstanding. 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 The Financial Accounting Standards Board issued the following Accounting Standards Updates (“ASUs”) which are not yet effective: • ASU 2023-09 — Income Taxes (Topic 740) — Improvements to Income Tax Disclosures: Requires public entities to disclose specific categories in the effective tax reconciliation, as well as additional information for reconciling items that exceed a quantitative threshold. The ASU also requires all entities to disclose income taxes paid disaggregated by federal, state, and foreign taxes and further disaggregated for specific jurisdictions that exceed 5% of total income taxes paid, among other expanded disclosures. ASU 2023-09 is effective for annual reporting beginning in 2025. Informa TechTarget is currently evaluating the impact this ASU will have on its consolidated financial statements, but does not expect it to have a material impact on Informa TechTarget’s consolidated results. • ASU 2024-03 — Disaggregation of Income Statement Expenses (Subtopic 220-40): Requires disaggregated disclosure, in the notes to the financial statements, of prescribed categories of expenses within relevant income statement captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The new standard may be applied either on a prospective or retrospective basis. 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. 15 Table of Contents 3. Revenues Disaggregation of revenue Revenues by Categories: For the Three Months Ended For the Nine Months Ended September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 Marketing, advertising services, and sponsorship $ 90,043 $ 35,511 $ 249,460 $ 105,327 Intelligence subscription services 19,146 18,807 57,674 56,677 Advisory services 12,884 8,169 38,544 21,873 Exhibitor and attendee 213 385 438 622 Total revenue $ 122,286 $ 62,872 $ 346,116 $ 184,499 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 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: As of September 30, 2025 December 31, 2024 United States $ 11,728 $ 14,304 United Kingdom 945 2,184 Japan 1,152 1,454 China 1,043 1,301 Rest of World 1,176 1,285 Total $ 16,044 $ 20,528 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. 16 Table of Contents 4. Fair Value Measurements Fair value of assets and liabilities Cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities payable within one year are carried at cost, which approximates fair value due to their short-term nature. The only financial instruments measured at fair value are short-term investments and the Notes (as defined below). The fair value of these financial assets and liabilities was determined based on three levels of input as follows: • Level 1. Quoted prices in active markets for identical assets and liabilities; • Level 2. Observable inputs other than quoted prices in active markets; and • Level 3. Unobservable inputs. 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: As of December 31, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Measurements Assets: Pooled bond funds $ — $ 77,705 $ — $ 77,705 Total short-term investments $ — $ 77,705 $ — $ 77,705 Liabilities: 2025 Notes $ — $ 3,030 $ — $ 3,030 2026 Notes — 412,660 — 412,660 Total Notes $ — $ 415,690 $ — $ 415,690 All level 2 investments are priced using observable inputs, such as quoted prices in markets that are not active and yield curves. The fair value of the Notes was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the Notes in an over-the-counter market (Level 2). The convertible senior notes due December 15, 2025 (the “2025 Notes”) and the convertible senior notes due December 15, 2026 (the “2026 Notes” and, together with the 2025 Notes, the “Notes”) were governed by indentures originally between Former TechTarget, as issuer, and U.S. Bank, National Association, as trustee (together, the “Indentures”). Informa TechTarget assumed all of Former TechTarget's rights and obligations under the Indentures in connection with the Merger. The Notes are unsecured and rank senior in right of payment to Informa TechTarget’s future indebtedness that is expressly subordinated in right of payment to the Notes and equal in right of payment to Informa TechTarget’s unsecured indebtedness that is not so subordinated. 17 Table of Contents 5. Goodwill The following table represents a roll forward of goodwill balances: Balance as of December 31, 2024 $ 973,398 Impairment ( 459,100 ) Effect of exchange rate changes 1,212 Balance as of March 31, 2025 $ 515,510 Impairment ( 382,248 ) Effect of exchange rate changes 1,716 Balance as of June 30, 2025 $ 134,978 Additions $ 1,030 Impairment ( 80,252 ) Effect of exchange rate changes ( 312 ) Balance as of September 30, 2025 $ 55,444 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, 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: • Projected cash flows: Management used a two-stage valuation approach to project impairment test cash flows, which included key assumptions of forecasted revenue growth rate and EBITDA margin. Forecasts for the first stage and second stage include management expectations of Informa TechTarget's financial performance with key assumptions of forecasted revenue growth rate and EBITDA margin and represent the best estimate of the future performance of the relevant reporting units. The first stage consisted of approved projected financial information for a period of three years, followed by a steady state period of long-term growth. Forecasts for the second stage are based on determining the Company’s terminal value, which is the value of the business beyond the discrete forecast period and was estimated using the H‑Model. The H‑Model is typically applied to a subject company where the explicit forecast period reflects the company’s earlier stage of development. The H‑Model is a two‑stage growth model with an initial high‑growth rate stage, followed by a perpetual normalized growth stage. The growth rate in the initial high growth phase was set equal to the revenue growth rate in the reporting unit’s final discrete period, and declines linearly over a 3 year period to reach the stable growth rate in the long‑term. • Discount rate: A post-tax discount rate using a weighted average cost of capital methodology. For the cost of debt, Informa TechTarget considered market rates, based on entities with a comparable credit rating. The cost of equity is calculated using the Capital Asset Pricing Model methodology. The discount rates include appropriate risk premiums to reflect additional risks of the specific reporting units being tested. • Long-term growth rate: Long-term growth rates are based on external factors such as long-term Consumer Price Index rates and external market reports for the main geographic markets in which each reporting unit operates. Long-term growth rates have not been risk adjusted to reflect any of the business uncertainties noted above, as these uncertainties are already reflected in the discount rates used. • Tax rate: The tax rate is based on external reports of the weighted-average corporate tax rates for the main geographic markets in which each reporting unit operates. • Net working capital rate: The net working capital rate is based on the market participant level of cash free net working capital, and a comparison of guideline public companies. • Capital expenditures rate: The capital expenditures rate is based on the Company’s historical depreciation expense. 18 Table of Contents These estimates can be affected by several factors, including general economic, industry, and regulatory conditions; the risk-free interest rate environment; and Informa TechTarget's ability to achieve its forecasted operating results. 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. As a result, the Company may be required to record additional goodwill impairment charges. While management cannot predict if or when additional goodwill impairments may occur, future goodwill impairments could have material adverse effects on the Company's results of operations and financial condition. 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 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 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. 19 Table of Contents 6. 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. Business Overview and Basis of Presentation , in January 2024, Informa TechTarget entered into the Transaction Agreement and closed the Merger on December 2, 2024. The acquisition positions the Company as a leading provider of data driven marketing analytics, sales enablement solutions, advisory services, and events for the enterprise technology and technology enabled vertical markets. It also provides the Company with greater product diversification through the addition of research brands that provide annual subscription revenue paid in advance as well as revenue from ad-hoc consulting projects. In accordance with the Transaction Agreement, Informa TechTarget paid each Former TechTarget shareholder as consideration for one share of common stock of Former TechTarget (i) one share of Company common stock and (ii) cash consideration of approximately $ 11.70 per share of Former TechTarget common stock. The total purchase price paid for Former TechTarget was $ 951.4 million. The following table summarizes the allocation of the purchase price to the fair values assigned to assets acquired and liabilities assumed as of closing of the Transaction. 20 Table of Contents TechTarget Assets acquired Cash and cash equivalents $ 276,656 Short-term investments 77,539 Accounts receivable 37,604 Prepaid taxes 3,130 Prepaid expenses and other current assets 5,475 Property and equipment 2,800 Intangible assets 575,000 Operating lease assets with right-of-use 12,268 Other assets 650 Total assets acquired $ 991,122 Liabilities assumed Accounts payable $ 8,073 Convertible senior notes 413,570 Current operating lease liabilities 3,113 Accrued expenses and other current liabilities 18,633 Accrued compensation expenses 3,334 Income taxes payable 4,278 Contract liabilities 16,411 Non-current operating lease liabilities 12,195 Deferred tax liabilities 124,398 Other liabilities 325 Total liabilities assumed $ 604,330 Net assets acquired $ 386,792 Goodwill 564,657 Total consideration $ 951,449 7. Intangible Assets The following tables set forth the information for intangible assets subject to amortization: As of September 30, 2025 Weighted average remaining useful life (years) Gross Carrying Amount Accumulated Amortization Net Brands and trademarks 13.91 $ 174,478 $ ( 32,491 ) $ 141,987 Customer relationships database 14.36 610,703 ( 130,640 ) 480,063 Intellectual property 6.19 159,993 ( 58,593 ) 101,400 Developed technology 1.67 527 ( 309 ) 218 Internal-use software 3.27 33,497 ( 10,644 ) 22,853 Total intangible assets $ 979,198 $ ( 232,677 ) $ 746,521 21 Table of Contents As of December 31, 2024 Weighted average remaining useful life (years) Gross Carrying Amount Accumulated Amortization Net Brands and trademarks 14.66 $ 174,423 $ ( 24,493 ) $ 149,930 Customer relationships database 15.10 608,758 ( 86,121 ) 522,637 Intellectual property 6.79 158,868 ( 37,240 ) 121,628 Developed technology 0.72 1,226 ( 1,006 ) 220 Internal-use software 3.97 21,920 ( 7,603 ) 14,317 Total intangible assets $ 965,195 $ ( 156,463 ) $ 808,732 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: Amortization Expense 2025 (October 1 - December 31) $ 25,521 2026 100,666 2027 91,479 2028 81,550 2029 76,376 Thereafter 370,929 $ 746,521 8. Convertible Notes and Credit Facility Convertible Notes Upon the Merger, the Company assumed Former TechTarget's convertible notes, which were comprised of $ 3.0 million principal amount of outstanding 2025 Notes and $ 414.0 million principal amount of outstanding 2026 Notes. On January 24, 2025, Informa TechTarget completed the repurchase of substantially all of its 2025 Notes and 2026 Notes using proceeds of borrowings under the Credit Facility (as defined below), together with cash on hand and cash from the liquidation of short-term investments. Upon repurchase, Informa TechTarget paid approximately $ 417.0 million principal amount outstanding together with an immaterial amount of accrued interest on the 2025 Notes. Informa revolving Credit Facility Informa TechTarget has a $ 250.0 million unsecured five-year revolving Credit Facility with Informa Group Holdings Limited, an affiliate of Informa, as administrative agent, and the lenders from time to time party thereto (the “Credit Facility”). Amounts may be drawn under the Credit Facility from and including December 20, 2024 , to the earlier of December 2, 2029 , and the termination of the commitments thereunder, if applicable. Up-front lender fees and debt issuance costs were capitalized and included in prepaid expenses and other current assets and are amortized straight-line over the availability period. Recurring fees incurred, as noted below, are expensed as incurred. When drawn, Informa TechTarget has the right to elect the interest rate with respect to such borrowings at either an alternate base rate (“ABR”) or the secured overnight financing rate (“SOFR”) plus an interest rate margin based on Informa TechTarget’s Consolidated Total Net Leverage Ratio. Further, Informa TechTarget retains the right to vary the interest rate of drawn borrowings between ABR and SOFR, and the interest rate may automatically be converted upon the occurrence of certain events. The interest rate margin varies from 1.50 % to 2.00 % for ABR borrowings and 2.50 % to 3.00 % for SOFR 22 Table of Contents borrowings. The Credit Facility involves customary funding fees and commitment fees, which range from 0.30 % to 0.50 % based on the amount of average daily unused commitments thereunder. Borrowings under the Credit Facility may be prepaid by Informa TechTarget at any time without premium or penalty. Amounts drawn and repaid may be reborrowed. Informa TechTarget may be required to prepay borrowings under the Credit Facility upon an Event of Default (as defined within the Credit Facility) or if borrowings thereunder exceed the commitment amount. Additionally, upon the occurrence and continuance of an Event of Default, overdue payments accrue interest at the rate initially applicable thereto plus default interest of 2.00 %. Borrowings under the Credit Facility are unsecured. The Credit Facility is guaranteed by Informa TechTarget’s existing and future material wholly-owned domestic subsidiaries, including Former TechTarget, subject to customary exceptions. The Credit Facility contains customary representations, warranties, events of default, and affirmative and negative covenants, including the requirement to maintain a Consolidated Total Net Leverage Ratio of 3.00 to 1.00 or less (subject to certain adjustments) and a Consolidated Interest Coverage Ratio of at least 3.00 to 1.00 . As of 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. 9. 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 $ — $ — Expenses 8,115 4,297 Payments ( 2,883 ) ( 4,297 ) Balance as of September 30, 2025 $ 5,232 $ — 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. 10. Stock-Based Compensation 2017 Stock Option and Incentive Plan The TechTarget, Inc. 2017 Stock Option and Incentive Plan (the “2017 Plan”) became effective June 16, 2017 . In connection with the Merger, the Company assumed the 2017 Plan, and 949,300 unvested restricted stock units outstanding immediately prior to the Merger were converted into 1,492,858 unvested restricted stock units of the Company. Each restricted stock unit is subject to the same terms and conditions as prior to the Merger and grants vest in equal tranches over a three-year period. Shares of stock underlying awards of restricted stock units are not issued until the units vest. 23 Table of Contents No new awards may be granted under the 2017 Plan; however, 676,224 shares of common stock remain available for issuance under the 2017 Plan in connection with restricted stock units previously awarded under the 2017 Plan. 2024 Incentive Plan In September 2024, Former TechTarget’s board of directors, as well as the Company’s then current board of directors, approved the 2024 Incentive Plan (the “2024 Plan”), which was approved by the stockholders of Former TechTarget in conjunction with their approval of the Merger agreement and became effective on the Acquisition Date. On December 2, 2024 , 6,366,171 shares of Informa TechTarget’s common stock were reserved for issuance under the 2024 Plan and, generally, shares that are forfeited or canceled from awards under the 2024 Plan also will be available for future awards. Under the 2024 Plan, Informa TechTarget may grant restricted stock and restricted stock units, non-qualified stock options, stock appreciation rights, performance awards, and other stock-based and cash-based awards. Grants vest in equal annual tranches over a three-year period. Shares of stock underlying awards of restricted stock units are not issued until the units vest. The 2024 Plan further provides that, in the event any dividends or dividend equivalents are declared with respect to restricted stock, restricted stock units, other stock-based awards and performance awards, such dividends or dividend equivalents would be subject to the same vesting and forfeiture provisions as the underlying award. There are a total of 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 In September 2024, Former TechTarget’s board of directors adopted the TechTarget, Inc. 2024 Employee Stock Purchase Plan (the “ESPP” and, together with the 2017 Plan and the 2024 Plan, the “Informa TechTarget Plans”), which became effective on the Acquisition Date, at which time 1,400,000 shares of Informa TechTarget’s common stock were reserved for issuance under the ESPP. Informa incentive plans Certain employees of Informa TechTarget were and continue to be eligible to participate in the following plans issued by Informa: the Long-Term Incentive Plan (“LTIP”), ShareMatch, and the US Employee Share Purchase Plan (“Informa ESPP”) (collectively, the “Parent Plans”). All current grants of share awards are made under the Parent Plans. As Informa TechTarget participates in but is not the sponsoring entity of these Parent Plans, no shares for these Parent Plans have been allocated to Informa TechTarget. Accounting for stock-based compensation prior to the Merger Prior to the Merger, Informa TechTarget had no stock-based compensation plans; however, certain of its employees are eligible to participate in the Parent Plans. All current grants of share awards are made under the 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. Stock-based compensation expense is recognized based on the Informa TechTarget’s cost of the awards under ASC 718, Compensation — Stock Compensation . All awards granted under these Parent Plans are based on the Parent’s common stock and are not indicative of the results that Informa TechTarget would have incurred as a separate and independent business for the periods presented. The stock-based compensation expense attributable to Informa TechTarget is based on the awards and terms previously granted under the Parent Plans to Informa TechTarget’s employees and an allocation of the Parent’s corporate and shared functional employee stock-based compensation expenses. Accounting for stock-based compensation subsequent to the Merger Subsequent to the Merger, stock-based compensation expense is recognized based on Informa TechTarget's cost of the awards under ASC 718, Compensation — Stock Compensation . All awards granted under these Informa TechTarget Plans or the Parent Plans are based on either Informa TechTarget's or the Parent’s common stock, depending on the plan under which the awards were granted and are not indicative of the results that Informa TechTarget would have incurred as a separate and independent business for the periods presented through the Acquisition Date. The Company applied an estimated annual forfeiture rate based on historical averages in determining the expense recorded in each period. The stock-based compensation expense attributable to Informa TechTarget is based on the awards and terms previously granted under the given Parent Plan or Informa TechTarget Plan. Informa TechTarget's stock-based compensation is based on direct awards employees or an allocation of the Parent’s corporate and shared functional employee stock-based compensation expenses. 24 Table of Contents 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 Options Outstanding Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term in Years Aggregate Intrinsic Value (1) Options outstanding at December 31, 2024 — — — Granted 25,000 $ 8.70 — Exercised — $ — — $ — Forfeited — $ — — Cancelled — $ — — Options outstanding at September 30, 2025 25,000 $ 8.70 $ 9.81 $ — Options exercisable at September 30, 2025 — $ — $ — $ — Options vested or expected to vest at September 30, 2025 23,468 $ 8.70 $ 9.81 $ — (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: Shares Weighted- Average Grant Date Fair Value Per Share Aggregate Intrinsic Value Nonvested outstanding at December 31, 2024 1,463,601 $ 31.48 $ 29,008,572 Granted 580,136 6.81 Vested ( 755,907 ) 31.29 Forfeited ( 49,488 ) 31.54 Nonvested outstanding at September 30, 2025 1,238,342 $ 20.04 $ 7,194,767 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. 11. Income Taxes The Company measures its interim period tax expense using an estimated annual effective tax rate and adjustments for discrete taxable events that occur during the interim period. The estimated annual effective income tax rate is based upon the Company’s estimations of annual pre-tax income, the geographic mix of pre-tax income, and its interpretations of tax laws. 25 Table of Contents 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 $ 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. 1 referred to as the One Big Beautiful Bill (“OBBB”). The OBBB contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. 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. 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. 12. 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 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 $ 0.8 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 September 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 $ 0.3 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 September 30, For the Nine Months Ended September 30, 2025 2024 2025 2024 Interest income on related party loans receivable $ — $ 1,327 $ — $ 3,190 Interest expense on related party debt $ 2,439 $ 5,761 $ 7,067 $ 18,164 26 Table of Contents 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. Related party receivables and payables are recorded in the accompanying unaudited condensed consolidated balance sheets as follows: As of September 30, 2025 December 31, 2024 Related party receivable $ 11,372 $ 2,900 Related party payables $ 12,171 $ 4,795 Settlement patterns of related party payables vary from transaction to transaction and are repaid on a non-routine basis. Changes in related party receivables and payables are presented in operating activities in the unaudited condensed consolidated statement of cash flows. 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. 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 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. 13. Segments Informa TechTarget has determined it operates as a single operating and reportable segment. The Company generates revenue by providing market insight and market access to the technology market, including enterprise technology, artificial intelligence, channel, cybersecurity, media & entertainment, and service providers. The CODM is the Chief Executive Officer . The CODM is the highest level of management responsible for assessing the Company’s overall performance, and making operational decisions such as resource allocations related to operations, product prioritization, and delegations of authority. The CODM has determined that the Company operates in a single operating and reportable segment. The accounting policies of this segment are the same as those described in the summary of significant accounting policies. The CODM’s assessment of performance and allocation of resources for the operating segment is based on consolidated net income. The CODM uses net income to evaluate income generated from the segment assets in deciding whether to reinvest profits into the segment or for acquisitions or to pay dividends. The CODM also uses net income in competitive analysis by benchmarking to the Company’s competitors. The measure of segment assets is reported on the balance sheet as total consolidated assets. There is no expense or asset information that is supplemental to those disclosed in these unaudited condensed consolidated financial statements and that is regularly provided to the CODM. Significant expenses are presented on the unaudited condensed consolidated statement of income (loss) and comprehensive income (loss), which is regularly reviewed by the CODM. In addition, the CODM is regularly provided with direct staff costs as a significant expense, which was $ 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. 27 Table of Contents 14. Subsequent Events 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. 28 Table of Contents