What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-11-10 · 249 added, 414 removed, 340 unchanged (66% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

September 30, 2025

March 31, 2026

December 31, 2025

1 unchanged sentence

Cash and cash equivalents

Short-term investments

Accounts receivable, net of allowance for credit losses of $ 1,019 and $ 1,168 respectively

19 unchanged sentences

Income taxes payable

Convertible debt

Contingent consideration

Total current liabilities

2 unchanged sentences

Other liabilities

Related party revolving line of credit

Related party long-term debt

Deferred tax liabilities

Contingent consideration

Total non-current liabilities

1 unchanged sentence

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

Common stock, $ 0.001 par value; 250,000,000 shares authorized; 72,313,935 shares issued and 72,296,645 shares outstanding at March 31, 2026;

72,308,235 shares issued and 72,291,454 shares outstanding at December 31, 2025

Treasury stock, at cost;

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

17,290 and 16,781 shares at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

Retained deficit

Accumulated deficit

Accumulated other comprehensive income

6 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Cost of revenues 1,2

5 unchanged sentences

Impairment of goodwill

Impairment of long-lived assets

Restructuring costs 2

Restructuring expense (income)

Acquisition and integration costs 1

6 unchanged sentences

Loss before provision for income taxes

Income tax benefit

Income tax benefit (provision)

Other comprehensive income (loss), net of tax:

6 unchanged sentences

General and administrative

Interest income

Acquisition and integration costs

4 unchanged sentences

Product development

Restructuring costs

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

2 unchanged sentences

(in thousands, except share and per share data)

Net Parent Deficit

Additional Paid-In Capital

Accumulated Deficit

Other Comprehensive

Income (Loss)

Total Stockholders’

Equity (Deficit)

Balance, December 31, 2024

Net transfers to Parent

Other comprehensive income

Issuance of shares of common stock from RSU awards

Stock-based compensation

Balance, March 31, 2025

Net transfers from Parent

Other comprehensive loss

Balance, June 30, 2024

Net transfers from Parent

Other comprehensive loss

Balance, September 30, 2024

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

TechTarget, Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share and per share data)

Treasury Stock

1 unchanged sentence

Additional Paid-In Capital

Retained Earnings (Deficit)

Accumulated Deficit

Other Comprehensive

2 unchanged sentences

Balance, December 31, 2025

Other comprehensive income

Issuance of shares of common stock from RSU awards

Stock-based compensation

Balance, March 31, 2025

Other comprehensive income

Other share issuances

Issuance of shares of common stock from RSU awards

Stock-based compensation

Balance, June 30, 2025

Other comprehensive loss

Other share issuances

Issuance of shares of common stock from RSU awards

1 unchanged sentence

Stock-based compensation

Balance, September 30, 2025

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

Balance, March 31, 2026

TechTarget, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows (in thousands)

For the Nine Months Ended

September 30,

For the Three Months Ended

Operating Activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Provision for bad debt

Allowance for credit losses

Operating lease expense

1 unchanged sentence

Deferred tax provision

Impairment of long-lived assets

Impairment of goodwill

Fair value adjustment to debt

Gain on disposal of intangibles

Gain on disposal of property, plant and equipment

Remeasurement of contingent consideration

Loss on disposal of intangibles

Loss on disposal of property, plant and equipment

Net foreign exchange (gain)/loss

Remeasurement of contingent consideration

Changes in operating assets and liabilities (net of the impact of acquisitions):

17 unchanged sentences

Acquisitions of businesses, net of acquired cash

Sale of short-term investments

Sale of investments

Net cash provided by (used in) investing activities

Financing activities:

Cash pool arrangements with Parent

Contingent consideration settlement

Issuance of common stock from restricted stock awards

Tax withholdings related to net share settlements

Proceeds from related party long term debt

Repayment of related party long term debt

Contingent consideration settlement

Repayment of convertible notes

Net transfers from Parent

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at September 30

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at December 31

Cash and cash equivalents at March 31

Supplemental disclosure of cash flow information:

2 unchanged sentences

Schedule of non-cash investing and financing activities:

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

Intangible asset purchases included in accrued expenses and other current liabilities

Capitalization of short-term debt

Loans settled through existing cash pool arrangements

Lease modification - See Note 7.

Leases for further information

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

5 unchanged sentences

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.

(“Informa TechTarget” or the “Company”) 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.

On January 10, 2024, Informa entered into a definitive agreement (the “Transaction Agreement”) to combine Informa Intrepid Holdings Inc.

(“Informa Tech Digital Business” 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”).

In accordance with the Transaction Agreement, Informa contributed the Informa Tech Digital Business along with $ 350 million in cash (the “Contribution”), in exchange for an aggregate of 41,651,366 shares of CombineCo common stock (the “Transaction”).

Prior to the closing of the Transaction, Informa undertook certain restructuring transactions to separate the Informa Tech Digital Business.

As of the closing date of the Transaction, the Informa Tech Digital Businesses was held directly or indirectly by Informa Intrepid Holdings Inc.

(“Informa Intrepid”), a wholly owned subsidiary of Informa.

The Transaction closed on December 2, 2024.

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” and, together with the Transaction, 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.

2 unchanged sentences

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.

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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, 2025, 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

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:

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.

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.

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.

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

Three months ended September 30, 2024

Nine months ended September 30, 2024

General and administrative

Acquisition and integration costs

Remeasurement of contingent consideration

Total operating expenses

Operating loss

Interest expense on related party loans

Interest income

Loss before provision of income taxes

Benefit for income taxes

Total comprehensive loss

Net loss per common share:

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

Operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Provision for bad debt

Deferred tax provision

Remeasurement of contingent consideration

Net foreign exchange gain

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses and other current assets

Related party receivables

Accrued expenses and other current liabilities

Income tax payable

Contract liabilities

Other assets (liabilities)

Net cash used in operating activities

Financing activities:

Cash pool arrangements with Parent

Net transfer from Parent

Net cash provided by financing activities

Securities and Exchange Commission (“SEC”) on March 11, 2026.

Significant Accounting Policies

5 unchanged sentences

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.

Significant estimates include assumptions associated with impairment considerations for goodwill and long-lived assets, estimating the fair value of contingent consideration, and the allocation of purchase price to intangible assets in business combinations.

Impairment of goodwill and long-lived assets

4 unchanged sentences

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.

During the first quarters of 2026 and 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 for goodwill impairment.

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.

Determination of fair value is based on significant assumptions and estimates, including projected cash flows, forecasted revenue growth rates and EBITDA margin, discount rates, net working capital rates, long-term growth rates, tax rates and capital expenditure rates.

The Company 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.

The Company did no t identify any impairment of long-lived assets as of March 31, 2026, under either the pre-reorganization assessment based on five reporting units, or under the post-reorganization assessment based on its two reporting units.

Goodwill for further information.

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The allowance for doubtful accounts is reviewed on a regular basis, and all past due balances are reviewed individually for collectability.

Account balances are written-off against the allowance once all means of collection

have been exhausted and the potential for recovery is considered remote.

Provisions for doubtful accounts are recorded in general and administrative expense.

Account balances are written-off against the allowance once all means of collection have been exhausted and the potential for recovery is considered remote.

The allowance for credit losses is 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.

4 unchanged sentences

Addition to (release of) provision

Write-off (1)

Balance as of March 31, 2026

Addition to (release of) provision (1)

Write-off (1)

Balance as of June 30, 2025

Addition to (release of) provision

Balance as of September 30, 2025

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

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

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

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

Allowance for credit losses

2 unchanged sentences

Balance as of March 31, 2025

Addition to (release of) provision

Balance as of June 30, 2024

Addition to (release of) provision

Balance as of September 30, 2024

Segment reporting

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

In applying the criteria set forth in ASC 280, Segment Reporting , Informa TechTarget has determined it operates as two operating and reportable segments:

Intelligence & Advisory (“I&A”) and Brand to Demand (“B2D”).

Informa TechTarget’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer , who reviews key financial information of the Company’s segments for the purpose of making operating decisions, allocating resources, and evaluating financial performance.

Prior to the first quarter of 2026, the Company operated as one operating and reportable segment.

See further discussion at Note 13, Segments .

Net loss per share

3 unchanged sentences

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:

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

The calculations of basic and diluted net loss per share for the three months ended March 31, 2026 and 2025 are as follows:

For the Three Months Ended

March 31, 2026

March 31, 2025

Weighted average shares outstanding

Loss per share

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 .

In calculating diluted net los s per share, 1.1 million and 1.4 million shares related to unvested restricted stock units were excluded for the three months ended March 31, 2026 and 2025 because the impact of including these restricted stock units would be anti-dilutive.

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):

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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.

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

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For the Three Months Ended

For the Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Marketing, advertising services, and sponsorship

3 unchanged sentences

Total revenue

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.

During each of the three months ended March 31, 2026 and 2025 , no individual customer accounted for 10% or more of total revenues and no customer represented 10% or more of total accounts receivable.

Within the above disaggregation of revenue, Marketing, advertising services, and sponsorship and Exhibitor and attendee revenues primarily relate to the Company’s B2D segment;

and Intelligence subscription services and Advisory services primarily relate to the Company’s I&A segment.

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.

Total contract liabilities as of December 31, 2025 were $ 50.5 million, of w hich $ 29.2 million w as recognized as revenue during the three months ended March 31, 2026.

Long-lived assets by geographic area

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

September 30, 2025

March 31, 2026

December 31, 2025

2 unchanged sentences

Rest of World

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

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

Fair Value Measurements

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:

Quoted prices in active markets for identical assets and liabilities;

Observable inputs other than quoted prices in active markets;

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

Identical Assets

Total Fair Value Measurements

Pooled bond funds

Total short-term investments

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.

The increase in long-lived assets is primarily related to the amendment of the Company's Newton, Massachusetts lease which increased operating lease right-of-use assets by $ 14.1 million in the three months ended March 31, 2026, see further discussion in Note 7, Leases .

No individual country outside of the United Stat es accounted for 10 % or more of Informa TechTarget’s long-lived assets as of March 31, 2026 .

No individual country outside of the United States, the United Kingdom, Japan, and China accounted for 10 % or more of Informa TechTarget’s long-lived assets as of December 31, 2025.

The following table represents a roll forward of goodwill balances:

2 unchanged sentences

Balance as of March 31, 2026

Effect of exchange rate changes

Balance as of June 30, 2025

Effect of exchange rate changes

Balance as of September 30, 2025

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

As of March 31, 2026 , the gross carrying amount and accumulated impairment losses of goodwill were $ 1,183.6 million and $ 1,182.5 million, respectively.

As of March 31, 2026, the net carrying amount of goodwill was $ 1.1 million.

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:

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

The Company identified a sustained decline in share price during the first quarter of 2026 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 key assumptions in the fair value calculations noted below.

During the first quarter of 2026 , the Company made changes to its organizational structure to take advantage of the combined product offering portfolio that resulted from the Transactions.

These changes impacted the Company’s reporting units.

Prior to the reorganization, the Company operated in five reporting units:

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

Subsequent to the reorganization, the Company operates in two reporting units:

Brand to Demand (“B2D”) and Intelligence & Advisory (“I&A”).

The Company completed a quantitative assessment of goodwill as of March 31, 2026 on both a pre- and post- reorganization basis.

• Projected cash flows:

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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.

During the three months ended March 31, 2026, Informa TechTarget recognized impairment charges, on a pre-reorganization basis, related to its Canalys, Bluefin Legacy and NetLine reporting units of $ 8.1 million, $ 3.7 million and $ 6.8 million, respectively.

During the three months ended March 31, 2026 , Informa TechTarget recognized an impairment charge, under the post-reorganization basis of two reporting units, related to its B2D reporting unit of $ 26.4 million.

After the impairments, the B2D and I&A reporting units had no goodwill remaining and remaining goodwill of $ 1.1 million, respectively.

During the three months ended March 31, 2025, Informa TechTarget recognized impairment charges, on a pre-reorganization basis, related to its Canalys, Industry Dive, Bluefin Legacy and legacy TechTarget reporting units of $ 19.7 million, $ 127.4 million, $ 123.5 million and $ 188.5 million, respectively.

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.

For the three months ended March 31, 2026, the discount rate used in the impairment test for the reporting units ranged from 21.5 % to 25.5 % under both the pre- and post-reorganization assessments.

Business Combination

2026 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.

In March 2026, the Company acquired certain assets and liabilities of Clickz Media Ltd and Myguides Ltd (collectively “Clickz”) for a purchase price of $ 1.1 million GBP cash ($ 1.5 million USD) and has included the financial results of Clickz in its consolidated financial statements from March 1, 2026, the date of acquisition.

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

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The goodwill is not deductible for tax purposes.

The goodwill was subsequently written off in connection with the Company’s March 31, 2026 goodwill impairment assessment, as discussed at Note 4, Goodwill .

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.

2025 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.

Assets acquired

Cash and cash equivalents

Short-term investments

Accounts receivable

Prepaid taxes

Prepaid expenses and other current assets

Property and equipment

Intangible assets

Operating lease assets with right-of-use

Total assets acquired

Liabilities assumed

Accounts payable

Convertible senior notes

Current operating lease liabilities

Accrued expenses and other current liabilities

Accrued compensation expenses

Income taxes payable

Contract liabilities

Non-current operating lease liabilities

Deferred tax liabilities

Other liabilities

Total liabilities assumed

Net assets acquired

Total consideration

In August 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 $ 1.4 million of cash and contingent consideration with an estimated fair value of $ 0.5 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.

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.

Intangible Assets

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

As of September 30, 2025

As of March 31, 2026

Weighted average remaining useful life (years)

Brands and trademarks

Customer relationships database

Brands and trademarks

Intellectual property

Developed technology

Internal-use software

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Weighted average remaining useful life (years)

Brands and trademarks

Customer relationships database

Brands and trademarks

Intellectual property

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Total intangible assets

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:

Amortization expense for intangible assets was $ 25.1 million and $ 25.7 million during the three months ended March 31, 2026 and 2025, respectively.

Informa TechTarget capitalized internal-use software of $ 4.3 million and $ 4.4 million during the three months ended March 31, 2026 and 2025, respectively.

Future expected amortization expense as of March 31, 2026 is as follows:

Years Ending December 31:

2025 (October 1 - December 31)

2026 (April 1 - December 31)

Informa TechTarget determines if any arrangement is, or contains, a lease at its inception based on whether or not Informa TechTarget has the right to control the asset during the contract period.

Informa TechTarget is a lessee in any lease contract when Informa TechTarget obtains the right to control the asset.

Informa TechTarget’s leases are comprised of property related leases.

Informa TechTarget determines the lease term by assuming the exercise of renewal options that are reasonably certain to be exercised.

The Company has leases with renewal options within its portfolio and includes the renewal periods in the lease term if it is reasonably certain to be exercised.

Leases with a lease term of 12 months or less at inception are not reflected in Informa TechTarget’s consolidated balance sheets and those lease costs are expensed on a straight-line basis over the respective term.

For leases with a term greater than 12 months, operating lease right-of-use (ROU) assets are presented within non-current assets, the current portion of operating lease liabilities are presented within current liabilities and the non-current portion of operating lease liabilities are presented within non-current liabilities on the consolidated balance sheets.

ROU assets represent Informa TechTarget’s right to use an underlying asset during the lease term and the lease liabilities represent Informa TechTarget’s obligation to make the lease payments arising during the lease.

ROU assets and lease liabilities are recognized at commencement date based on the net present value of fixed lease payments over the lease term.

As the implicit interest rate in the leases is generally not known, Informa TechTarget uses an incremental borrowing rate as the discount rate for purposes of determining the present value of lease liabilities.

Where a discount rate is not implicit in the lease, Informa TechTarget calculates an incremental borrowing rate reflecting the risk profile of the underlying asset and the term of the lease length.

The determination of the incremental borrowing rate takes into consideration the expected term of the lease, the effect of the currency in which the lease is denominated, and the rate of interest Informa TechTarget expects to incur on a collateralized debt instrument.

In October 2025, Informa TechTarget amended its global headquarters lease in Newton, Massachusetts.

As a result of the lease modification, during the three months ended March 31, 2026, the Company recorded a $ 14.1 million ROU asset, an $ 8.5 million non-current operating lease liability, a $ 3.5 million current operating lease liability and $ 2.1 million to prepaid expenses and other current assets.

Operating lease expense is recognized on a straight-line basis over the lease term.

During the three months ended March 31, 2026 and 2025, operating lease costs were $ 1.0 million and $ 1.3 million , respectively.

Expenses associated with short-term leases were $ 2.5 million and $ 2.4 million for the three months ended March 31, 2026 and 2025, respectivel y.

There were no material expenses associated with variable leases for the three months ended March 31, 2026 and 2025, respectively.

The amounts relating to operating leases included in the consolidated balance sheets are as follows:

March 31, 2026

December 31, 2025

Operating lease right-of-use assets

Current operating lease liabilities

Non-current operating lease liabilities

Total operating lease liabilities

The weighted average remaining lease term and weighted average discount rate for operating leases are:

March 31, 2026

December 31, 2025

Weighted-average years remaining lease term — operating leases

Weighted-average discount rate — operating leases

Remaining maturities of lease liabilities as of March 31, 2026 are as follows:

Minimum Lease

Years ending December 31:

2026 (April 1 - December 31)

Total future minimum lease payments

Less imputed interest

Total operating lease liabilities

Convertible Notes and Credit Facility

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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.

Informa TechTarget has a $ 250.0 million unsecured five-year revolving credit facility (the “Credit Facility”) with Informa Group Holdings Limited, an affiliate of Informa.

Amounts may be drawn under the Credit Facility through the earlier of December 2, 2029 , or 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 on a straight-line basis over the availability period.

Recurring fees incurred, as noted below, are expensed as incurred.

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

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

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

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The Credit Facility contains customary representations, warranties, events of default, and affirmative and negative covenants, including the requirement to maintain a Consolidated Total Net Leverage Ratio of 3.00 to 1.00 or less (subject to certain adjustments) and a Consolidated Interest Coverage Ratio of at least 3.00 to 1.00 .

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

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

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

Restructuring Costs

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

As of March 31, 2026 and December 31, 2025, Informa TechTarget had $ 120.1 million and $ 106.7 million, respectively, d rawn under the Credit Facility.

Informa TechTarget borrowed $ 13.4 million under the Credit Facility during the three months ended March 31, 2026 .

Restructuring expense (income)

During August 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:

The following table represents a roll forward of r estructuring expense (income):

Compensation and Benefits

Restricted Stock Units

Balance as of June 30, 2025

Balance as of September 30, 2025

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

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

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

Balance as of December 31, 2025

Expense (Income)

Payments/Settlements

Balance as of March 31, 2026

The Company recognized adjustments to restructuring charges of $ 0.5 million during the three months ended March 31, 2026, which were reversals of previously recorded expenses as a result of changes in estimates related to other compensation and benefits.

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

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

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

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

Stock-Based Compensation

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In 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.

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.

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The 2024 Plan further provides that, in the event any dividends or dividend equivalents are declared with respect to restricted stock, restricted stock units, other stock-based awards and performance awards, such dividends or dividend equivalents would be subject to the same vesting and forfeiture provisions as the underlying award.

There are a total of 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.

There are a total of 619,486 shares of common stock that remain subject to outstanding stock-based grants under the 2024 Plan as of March 31, 2026 .

A further 5,696,002 shares of common stock remain available for issuance for future awards under the 2024 Plan as of March 31, 2026.

2024 Employee Stock Purchase Plan

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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.

There was no activity under the ESPP during 2025, and no activity has occurred to date in 2026.

The ESPP offers eligible participants the opportunity to purchase shares of Informa TechTarget common stock over a twelve-month offering period, which consists of two consecutive six-month purchase periods.

Employees may purchase a limited amount (up to $ 25,000 ) of shares of the Company’s common stock under the ESPP at a discount of up to 15 % of the lesser of the market value of the common stock at either (a) the beginning of the six-month purchase period during which the shares of Informa TechTarget common stock are purchased or (b) the end of such six-month purchase period.

As of March 31, 2026, 1,400,000 shares of common stock remain available 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.

the Long-Term Incentive Plan, ShareMatch, and the US Employee Share Purchase Plan (collectively, 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.

Stock options

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

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

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

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

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

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

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

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

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

Year-to-Date Activity

Exercise Price

Options outstanding at December 31, 2024

Options outstanding at September 30, 2025

Options exercisable at September 30, 2025

Options vested or expected to vest at September 30, 2025

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

These options have an intrinsic value of zero .

Any expense resulting from participation in the Plans is included in the consolidated statements of income (loss) and comprehensive income (loss).

Accounting for stock-based compensation

Stock-based compensation expense is recognized based on the estimated fair value of the awards under ASC 718, Compensation — Stock Compensation .

The fair value of awards granted under the Informa TechTarget Plans or the Parent Plans is based on either Informa TechTarget's or the Parent’s common stock, depending on the plan under which the awards were granted.

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

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:

A summary of the restricted stock unit award activity under Informa TechTarget’s 2017 Plan and 2024 Plan for the three months ended March 31, 2026 is presented below:

Nonvested outstanding at December 31, 2025

Nonvested outstanding at September 30, 2025

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

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

Nonvested outstanding at March 31, 2026

The total fair value of RSU awards that vested during the three months ended March 31, 2026 was $ 0.2 million .

As of March 31, 2026, there was $ 13.4 million of total unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted average period of 1.86 years.

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

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.

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.

However, if the Company is unable to make a reliable estimate of its annual effective tax rate, then the actual effective tax rate for the year-to-date period may be the best estimate.

For the three months ended March 31, 2026 the Company recorded its tax expense based on actual effective tax rate as it was determined that it was unable to make a reliable estimate of its forecasted effective tax rate.

The Company recorded an income tax benefit of $ 11.4 million for the three months ended March 31, 2026.

The Company recorded an income tax expense of $ 26.4 million for the three months ended March 31, 2025.

The tax benefit for the three months ended March 31, 2026 increased by approximately $ 37.8 million , as compared to the same period in 2025, primarily due to a larger non-deductible goodwill impairment charge in the three months ended March 31, 2025 and a difference in geographic mix of earnings in the three months ended March 31, 2026 .

Due to the Company’s history of impairments the effect of the non-deductible goodwill impairment was not treated as a discrete item in the three months ended March 31, 2025.

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.

Informa TechTarget enters into revenue arrangements in the ordinary course of business with the Parent and its affiliates, which resulted in recording immaterial revenue and cost of revenues during each of the three months ended March 31, 2026 and 2025.

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,

Interest income on related party loans receivable

Amortization of these commitment fees into interest expense have not been material for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026 and December 31, 2025, Informa TechTarget had $ 120.1 million and $ 106.7 million, respectively, d rawn in revolving loans under the Credit Facility.

Informa TechTarget borrowed $ 13.4 million under the Credit Facility during the three months ended March 31, 2026.

Interest expense

Interest expense on borrowings under the Credit Facility is recorded within interest expense on related party debt within the accompanying unaudited condensed consolidated statements of income (loss) and comprehensive income (loss) as follows:

For the Three Months Ended March 31,

Interest expense on related party debt

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.

The accrued interest expense related to long-term debt to Parent was immaterial as of March 31, 2026, and is recorded in related party payables within the accompanying unaudited condensed consolidated balance sheets.

Related party receivables and payables

1 unchanged sentence

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

September 30, 2025

March 31, 2026

December 31, 2025

6 unchanged sentences

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.

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.

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.

In connection with the Merger, Informa TechTarget also entered into various arrangements with employees of the Parent and its subsidiaries, including the Company's Chief Executive Officer, to perform services for Informa TechTarget under a secondment arrangement.

For the three months ended March 31, 2026 and 2025, Informa TechTarget had incurred $ 5.7 and $ 5.5 million, respectively, for these transitional and secondment services, which are classified within general and administrative expenses.

For the three months ended March 31, 2026 and 2025, the Company incurred related party acquisition and integration costs of $ 1.0 million and $ 0.2 million, respectively.

In connection with the Transactions, during the first quarter of 2026, the Company made changes to its organizational structure to take advantage of the combined product offering portfolio.

These changes did not impact the Company’s consolidated financial statements, but did impact its reportable segments.

The Company has determined that it operates in two operating and reportable segments:

Brand to Demand (“B2D”) and Intelligence & Advisory (“I&A”).

Prior to the first quarter of 2026, the Company operated as one operating and reportable segment.

Segment information for the comparative prior year period has been recast to reflect the two operating and reportable segments.

The B2D segment primarily generates revenues through the provision of products and services that help clients raise awareness for their brand, establish thought leadership in the marketplace, build consideration and ultimately generate demand for sales.

All of the Company's B2D products and services are underpinned by a depth of market expertise and experience and a wealth of proprietary market and permissioned membership data that enables the creation of custom content offerings, and the ability to comprehensively analyze purchase intent data from actively engaged enterprise technology and business professionals.

The clients and users of the Company's B2D segment products and services are primarily product marketers, brand markets, demand markers, partner marketers, industry marketers, field marketers and field sales.

The I&A segment primarily generates revenues through the provision of products and services that inform and shape the corporate strategy, market strategy, product strategy and go-to market strategy of our clients.

All of our I&A products and services are underpinned by a depth of market expertise and experience and a wealth of proprietary market and permissioned membership data that enables the creation of market intelligence data and analysis and strategy and go-to-market strategy advisory.

The clients and users of our I&A segment products and services are primarily corporate strategy & development, strategic business development, product managers and product marketers.

The segments represent components of the Company for which separate financial information is available that is utilized by the CODM ( Chief Executive Officer ) in determining how to make operational decisions, allocate resources and evaluate performance.

The segments are determined based on several factors, including homogeneity of products, delivery channels, client base, and go to market strategy.

The CODM considers both budget to actual results, as well as actual to actual variances, when evaluating the performance of, and allocating resources to, each of the segments, as well as in developing certain compensation recommendations.

Segment expenses include the expenses of each segment organization that are reviewed by the CODM, and exclude unallocated corporate and administrative costs, depreciation, amortization, goodwill impairment, restructuring expense (income), acquisition and integration expenses, and remeasurement of contingent consideration.

The accounting policies used by the segments are the same as those used in the consolidated financial statements.

The CODM does not review or evaluate assets as part of segment performance.

Accordingly, the Company does not identify or allocate assets by reportable segment.

The following tables present selected segment information as described above:

Three Months Ended March 31, 2026

Brand to Demand

Intelligence & Advisory

Total Segments

Direct expenses (1)

Indirect expenses (2)

Segment operating income

Three Months Ended March 31, 2025

Brand to Demand

Intelligence & Advisory

Total Segments

Direct expenses (1)

Indirect expenses (2)

Segment operating income

(1) Direct expenses in both operating segments represent costs directly incurred in generating revenues, including editorial and consulting costs, third-party and advertising spend, freelance contractor expenses, website hosting and other direct IT costs, sales commissions, event and venue expenses, directly attributable travel and related costs, and bad debt provisions.

(2) Indirect expenses in both operating segments reflect costs not directly attributable to revenue generation.

These consist primarily of salaries and other personnel-related costs, office and facility expenses and related overheads, accounting, legal and other professional fees, and product development expenditures.

For the three months ended March 31, 2026, indirect expenses include depreciation and amortization expense of $ 0.8 million in the B2D segment, and $ 0.1 million in the I&A segment.

For the three months ended March 31, 2025, indirect expenses include depreciation and amortization expense of $0.3 million in the B2D segment and $0.2 million in the I&A segment.

The following table presents a reconciliation of segment operating income to reported operating loss:

For the Three Months Ended

March 31, 2026

March 31, 2025

Segment operating income

Unallocated direct expenses (1)

Unallocated indirect expenses (2)

Unallocated depreciation

Unallocated amortization

Impairment of goodwill

Restructuring (expense) income

Acquisition and integration costs

Remeasurement of contingent consideration

Reported operating loss

Related party interest expense

Interest income

Other income (expense), net

Loss before provision for income taxes

(1) Unallocated direct expenses include selected marketing and promotional costs, commissions, travel and entertainment expenses, allowance for credit losses, and other similar items that are not attributable to individual operating segments.

Accordingly, these expenses are excluded from the assessment of segment performance.

(2) Unallocated indirect expenses primarily include personnel and related costs of central functions, facility and related overhead expenses, and accounting, legal, and other professional fees.

These costs are not considered in assessing operating segment performance.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements