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Item 2. Management’s Discussion and Analysis

2026-05-07 compared with 2025-11-10 · 187 added, 268 removed, 230 unchanged (66% of the section changed)

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Please refer to "Cautionary Note Regarding Forward-Looking Statements” on page 35 of this Quarterly Report on Form 10-Q.

Informa TechTarget, together with its subsidiaries, is a leading B2B growth accelerator, informing and influencing technology buyers and sellers globally.

Following a period of expansion, the specialist technology research business of Informa TechTarget is now among the largest providers of these services.

Informa TechTarget employs expert analysts to create data-driven intelligence products and advisory services for product managers, corporate strategists and the C-suite, challenging market strategies, sharpening product roadmaps and accelerating time to market and revenue.

Omdia, Industry Dive, NetLine, Canalys and Wards and Former TechTarget are important components of Informa TechTarget.

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

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

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

The Company helps technology companies accelerate growth through first party B2B data, market insight and market access.

Following a period of expansion, the specialist technology research business of the Company is now among the largest providers of these services.

It employs expert analysts, editors and consultants to create data-driven intelligence products and advisory services for product managers, corporate strategists, channel chiefs and the C-suite, challenging market strategies, sharpening product roadmaps and accelerating time to market and revenue.

Through the Omdia brand, which now incorporates the formerly separate specialist brands Canalys, Wards Intelligence and Enterprise Strategy Group, the Company provides research and intelligence services to technology providers based on expert analysis and data-driven intelligence and reports.

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

Selected Informa TechTarget brands*

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Industry Dive

Informa TechTarget

Information Week

Wards Intelligence

Light Reading

Enterprise Strategy Group

*Not inclusive of all brands

Industry Background and Trends

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

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

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

Management believes this provides a strong underpin to the long-term growth ambitions of Informa TechTarget.

Technology transcends all aspects of daily life and work.

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For technology vendors, online presence and digital brand visibility are therefore critical, leading to more companies focusing spend on branded content services, thought leadership and whitepaper distribution, digital event participation and advertising on the most relevant platforms and media.

Management believes Informa TechTarget is at the center of this shift in B2B buyer behavior, delivering highly relevant content and research to technology buyers that informs, educates and influences them along the different stages of their buyer journey.

These interactions with the content — who reads what, who clicks to find out more, how long buyers spend on specific websites, etc.

Management believes Informa TechTarget is at the center of this B2B buyer behavior, delivering highly relevant content and research to technology buyers that informs, educates and influences them along the different stages of their buyer journey.

These interactions with the content — who reads what, who clicks to find out more, how long buyers spend on specific websites, which white papers do they read, which webinars do they join, etc.

— and general online behavior, when captured, enriched and analyzed, provide deep insights into who potential customers are, what products and services they might be interested in, where they are in their purchasing cycle and how significant is the intent to purchase.

For B2B sales and marketing teams at technology vendors, this information is critical in targeting the right buyers at the right time, raising brand awareness and positioning products with the right audiences to secure leads that turn into sales.

With increasing scrutiny and focus on return on investment, data-driven B2B marketing is becoming ever more relevant given it is typically more measurable, with more efficiency than more traditional advertising and marketing services, helping to increase lead conversion rates, reduce the cost of customer acquisition and generate more revenue per dollar of marketing spend.

With increasing scrutiny and focus on ROI, data-driven B2B marketing is becoming ever more relevant given it is typically more measurable, with more efficiency than more traditional advertising and marketing services, helping to increase lead conversion rates, reduce the cost of customer acquisition and generate more revenue per dollar of marketing spend.

Because most of Informa TechTarget’s clients are B2B technology companies, the success of Informa TechTarget is intrinsically linked to the health, and subject to the market conditions of, the technology industry.

Informa TechTarget has recently been affected by macro-economic conditions, in particular the negative impact of economic uncertainty, rising inflation and interest rates on the technology industry, which has impacted investment levels and overall client marketing expenditure.

Informa TechTarget has recently been affected by macro-economic conditions, in particular the negative impact of economic uncertainty, which has impacted investment levels and overall client marketing expenditure.

Although management cannot quantify the impact of macro-economic factors on Informa TechTarget's future results, any worsening of market conditions could negatively impact its financial position and liquidity.

Marketing, advertising services and sponsorship revenue is more immediately impacted by changes in client spending and current macro-economic conditions than other revenue categories.

Recent performance has also been impacted by subdued sales and marketing budgets amongst many of Informa TechTarget’s enterprise technology customers as more of their expenditures have been concentrated on R&D activities, particularly around artificial intelligence.

Management believes that, as these vendors ultimately seek to achieve a ROI on the results of their R&D, this will result in a resurgence in growth of sales and marketing activity and budgets to support new product launches and enhancements.

Product and Service Offerings

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• Demand solutions:

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

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

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

The businesses are focused on delivering high-quality leads to marketers by gating their content across properties to maximize return on investment.

The BrightTALK platform and audience outreach offerings allow our customers to create, host and promote webinars, virtual events and video content.

The businesses are focused on delivering high-quality leads to marketers by gating their content across properties to maximize ROI.

The BrightTALK platform and audience outreach offerings allow the Company's customers to create, host and promote webinars, virtual events and video content.

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

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

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

Customers may also create an off-network embedded Channel page on their own corporate website featuring content in their BrightTALK Channel, as well as an embedded BrightTALK registration form that captures and converts interested individuals to marketing leads.

• Custom content services:

Through StudioID, BrightTALK Studio, and Enterprise Strategy Group custom content offerings, we support marketers with their end-to-end content strategy by offering proprietary audience research to inform campaigns, strategic design and development, and original content production.

Marketers leverage our award-winning deep industry expertise to create journalistic or analyst-sourced content across 40 different formats and multiple languages, which can then be distributed across our network.

We also offer content licensing through Marketplace, whereby marketers curate relevant content from a selection of publishers and then distribute the content on their own channels to align themselves with top voices in their industries.

Through StudioID, BrightTALK Studio, and Enterprise Strategy Group custom content offerings, the Company support marketers with their end-to-end content strategy by offering proprietary audience research to inform campaigns, strategic design and development, and original content production.

Marketers leverage the Company's award-winning deep industry expertise to create journalistic or analyst-sourced content across more than 40 different formats and multiple languages, which can then be distributed across the Company's

The Company also offers content licensing through Marketplace, whereby marketers curate relevant content from a selection of publishers and then distribute the content on their own channels to align themselves with top voices in their industries.

• Intelligence subscription services:

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

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

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

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

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The businesses leverage the breadth and depth of their analyst expertise to evaluate clients’ end-to-end business needs across go-to-market, competitive positioning, new product ideation, market entry.

• IT Deal Alert:

IT Deal Alert is a suite of data, software and services designed for B2B technology companies that leverages detailed purchase intent data we collect from enterprise technology organizations and professionals browsing and purchasing IT products on our network of websites and engaging with our webinar community platform.

Through our proprietary data-capture and scoring methodologies, we help our customers identify and prioritize accounts and contacts whose content consumption and online research activities around specific enterprise technology topics indicate that they are “in-market” for a particular B2B technology product or service.

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

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

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

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

A comprehensive B2B technology solution that collects and analyzes purchase intent data from actively engaging enterprise technology professionals across the Company's website network and BrightTALK(TM) webinar platform.

The suite includes two key products.

Informa TechTarget Portal is a subscription service that enables direct engagement with targeted prospects by identifying and prioritizing potential customers actively researching technology purchases using proprietary Activity Intelligence(TM) and integrates this data with major CRM and marketing automation platforms.

Qualified Sales Opportunities is a profiling service that surveys and interviews technology professionals showing purchase intent, providing detailed information on ongoing purchase projects, including project scope, purchase criteria, and vendor considerations and delivers these as sales qualified leads.

• Brand solutions:

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

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

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

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

Brand solutions include the Industry Dive portfolio, which delivers high quality business journalism to niche audiences, offering outbound email sponsorship opportunities to vendors looking to build awareness and reach key decision makers.

In connection with the 2024 Transactions, during the first quarter of 2026, the Company made changes to its organizational structure to take advantage of the combined product offering portfolio.

In connection with these changes to organizational structure, starting in the first quarter of 2026, the Company operates in two segments:

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

The B2D segment primarily generates revenues through the provision of services that enable marketers to raise their brands’ awareness and directly engage prospective buyers through a portfolio of brand content marketing programs (including webinars, whitepapers, playbooks, virtual events and surveys) to create demand, the creation of custom content offerings, and the ability to comprehensively analyze purchase intent data from actively engaged enterprise technology and business professionals.

The I&A segment primarily generates revenues through the provision of its “intelligence” subscription service, providing clients with a core “data backbone” in addition to qualitative analyst-produced content across the technology industry spectrum (Intelligence).

The Company, leveraging insights gathered through Intelligence, provides advisory services working as an extension of client teams, working together to provide strategic support in assessing critical business challenges and providing bespoke solutions.

Critical Accounting Policies and Use of Estimates

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Significant accounting policies are described fully in Note 2.

Significant Accounting Policies to the unaudited condensed consolidated financial statements included under Item 8.

Significant Accounting Policies to the consolidated financial statements included under Item 8.

“Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2025.

Basis of presentation and corporate expense allocations

The accompanying unaudited condensed consolidated financial statements and related notes represent the business referred to as the Informa Tech Digital Business for the periods preceding the date of the Transactions and include the performance of Former TechTarget from the date of the closing of the Merger.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S.

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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.

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

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

Intercompany transactions, profits and balances among the Informa

Tech Digital Business’ entities have been eliminated.

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

Accordingly, the accompanying unaudited condensed consolidated financial statements reflect some charges for costs directly related to Informa TechTarget.

Informa TechTarget has been allocated a portion of costs incurred by Informa for certain central functions and other operations that are used by Informa TechTarget, including but not limited to executive oversight, finance, treasury, tax, legal, human resources, technology, marketing and other shared services.

All such costs are reflected in the accompanying unaudited condensed consolidated financial statements.

These costs were allocated using a methodology that Management believes is reasonable for the item being allocated.

Allocation methodologies include Informa TechTarget’s relative share of revenues, headcount, usage, or functional spend as a percentage of the total.

While management believes the methodologies and assumptions used to allocate these costs are reasonable, the unaudited condensed consolidated financial statements do not purport to represent the financial position, results of operations, changes in equity, and cash flows of Informa TechTarget in the future, or what such costs would have been had Informa TechTarget operated as a stand-alone entity during the periods presented.

Revenue Recognition

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

Goodwill, long-lived assets and impairment

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

Goodwill Impairment

As of March 31, 2026 and December 31, 2025, goodwill was $1.1 million and $45.6 million, respectively.

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

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

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

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

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

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

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

As a result, the Company, as of March 31, 2026, had two reporting units:

Brand to Demand, and Intelligence & Advisory.

As of the last prior date that the Company assessed goodwill for impairment, which was December 31, 2025, the company had five reporting units.

See further discussion at Note 4, Goodwill.

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 its reporting units.

For the three months ended March 31, 2026, Informa TechTarget performed the required impairment tests of goodwill on its previous five reporting units (pre-reorganization basis), and then on its current two reporting units (post-reorganization basis), using a discounted cash flow model with the following key assumptions in the fair value calculations:

• Projected cash flows:

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

Forecasts for the first stage include

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

For the first quarter of 2026, the Company used a two-stage valuation approach to projected cash flows, which included key assumptions of forecasted revenue growth rate and EBITDA margin followed by a steady state period of long-term growth.

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

period of long-term growth.

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

• Discount rate:

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

For the first quarter of 2026, a post-tax discount rate using a weighted average cost of capital methodology.

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

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• Long-term growth rate:

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

For the first quarter of 2026, long-term growth rates are based on external factors such as long-term Consumer Price Index rates and external market reports for the main geographic markets in which each reporting unit operates and therefore are not considered to exceed the long-term average growth prospects for the individual markets.

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

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

For the first quarter of 2026, the tax rate is based on external reports of the weighted-average corporate tax rates for the main geographic markets in which each reporting unit operates.

• Net working capital rate:

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

For the first quarter of 2026, the net working capital rate is based on the market participant level of cash free net working capital, and a comparison of guideline public companies.

• Capital expenditures rate:

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

For the first quarter of 2026, the capital expenditures rate is based on the Company’s historical depreciation expense.

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

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

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

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

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

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

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

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

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

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

The goodwill impairment assessment as of March 31, 2026, based on both the prior five reporting units, and the current two reporting units, is described below.

Goodwill impairment assessment based on the prior five reporting units (pre-reorganization basis):

Based on the quantitative fair value testing, a goodwill impairment of $8.1 million was recognized during the three months ended March 31, 2026.

The carrying value of goodwill in the Canalys reporting unit after the impairment charge was $1.1 million.

For the three months ended March 31, 2026, an 8.8% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period.

For the three months ended March 31, 2026, a 1.5% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of March 31, 2026 would have resulted in all goodwill being impaired.

For the three months ended March 31, 2026, a 7.1% increase in the weighted average EBITDA margin would have resulted in no impairment in the period.

For the three months ended March 31, 2026, a 1.0% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of March 31, 2026 would have resulted in all goodwill being impaired.

For the three months ended March 31, 2026 a 100 basis-point change in the discount rate used for the goodwill assessment over this reporting unit would have increased or decreased the goodwill impairment recognized by $1.0 million.

For the three months ended March 31, 2026, a 100 basis-point increase in the long-term growth rate used for the goodwill assessment over this reporting unit would have decreased the goodwill impairment recognized by $1.0 million.

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

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

The carrying value of goodwill in the NetLine

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

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

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

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

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

Based on the quantitative fair value testing, a goodwill impairment of $6.8 million was recognized during the three months ended March 31, 2026.

There was no carrying value of goodwill remaining in the NetLine reporting unit after the $6.8 million impairment charge.

For the three months ended March 31, 2026, a 9.5% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period.

For the three months ended March 31, 2026, a 5.6%

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

For the three months ended March 31, 2026 and 2025, a 100 basis-point decrease in the discount rate used for the goodwill assessment over this reporting unit would have decreased the goodwill impairment recognized by $2.0 million.

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

Legacy TechTarget

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

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

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

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

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

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

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

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

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

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

The entire balance of goodwill in the Legacy TechTarget reporting unit was written off during 2025.

Based on the quantitative fair value testing, a goodwill impairment of $3.7 million was recognized during the three months ended March 31, 2026.

There was no carrying value of goodwill remaining in the Bluefin reporting unit after the $3.7 million impairment charge.

For the three months ended March 31, 2026, an 8.0% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period.

For the three months ended March 31, 2026, a 4.2% increase in the weighted average EBITDA margin would have resulted in no impairment in the period.

For the three months ended March 31, 2026, a 100 basis-point decrease in the discount rate used for the goodwill assessment over this reporting unit would have decreased the goodwill impairment recognized by $4.0 million.

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

Industry Dive

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

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

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

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

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

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

Based on the quantitative fair value testing, no goodwill impairment was recognized during the three months ended March 31, 2026.

The carrying value of goodwill in the Industry Dive reporting unit was $26.4 million prior to the reorganization.

For the three months ended March 31, 2026, a 10% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of March 31, 2025 would have increased the goodwill impairment recognized by $15.0 million.

For the three months ended March 31, 2026, a 6.0% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting would have resulted in all goodwill being impaired.

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

Business Combinations

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

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

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

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

Although management believes the assumptions and estimates for historical acquisitions to be reasonable and appropriate, they require judgment and are based on experience and historical information from all of the acquired entities.

A change in these estimates could cause a materially different value of intangible assets to be recognized with an opposing impact on the goodwill arising from the transaction.

At the acquisition date of a business combination and at each subsequent balance sheet date, consideration contingent on future performance over the contractual earn-out period are remeasured to fair value.

Informa TechTarget utilizes significant estimates and assumptions in determining the estimated contingent consideration and associated expense or gain at each balance sheet date.

The liabilities are measured against the contractually agreed performance targets at each subsequent reporting date with any adjustments recognized in the unaudited condensed consolidated income statement.

The estimation of these liabilities requires the Company to make judgements concerning the future performance of related businesses over the contingent consideration period.

The estimation uncertainty risk of payments greater than one year is higher due to the forecast nature of the inputs.

Goodwill impairment assessment based on the current two reporting units (post-reorganization basis):

Brand to Demand

Based on the quantitative fair value testing, a goodwill impairment of $26.4 million was recognized during the three months ended March 31, 2026.

There was no carrying value of goodwill in the Brand to Demand reporting unit after the impairment charge as of March 31, 2026.

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

Intelligence & Advisory

Based on the quantitative fair value testing, there was no goodwill impairment recognized during the three months ended March 31, 2026.

The carrying value of goodwill in the Intelligence & Advisory reporting unit after the impairment charge was $1.1 million as of March 31, 2026.

For the three months ended March 31, 2026, a 6.1% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of March 31, 2026 would have resulted in all goodwill being impaired.

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

Components of Results of Operations

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and Exhibitor and attendee revenue.

These products and services are delivered under both short-term contracts that run for the length of a given marketing/sales program, typically less than nine months, and through integrated contracts exceeding 270 days (“longer-term contracts”) covering various client needs.

These products and services are delivered under both short-term contracts that run for the length of a given

marketing/sales program, typically less than nine months, and through integrated contracts exceeding 270 days (“longer-term contracts”) covering various client needs.

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

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

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

In the three months ended March 31, 2026 and 2025, approximately 34% and 37%, respectively, of our revenues were from longer-term contracts.

Cost of revenues

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General and administrative

General and administrative expenses consist primarily of salaries and related personnel costs, facility expenses and related overheads, accounting, legal and other professional fees, bad debt provision, and stock-based compensation expenses.

General and administrative expenses consist primarily of salaries and related personnel costs, facility expenses and related overheads, accounting, legal and other professional fees, allowance for credit losses, and stock-based compensation expenses.

Product development

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

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

Depreciation expense consists of the depreciation of property and equipment.

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

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

Amortization expense consists of the amortization of intangible assets.

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

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

Impairment of long-lived assets and goodwill

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

Restructuring expense (income)

Restructuring expense (income) primarily relate to the Restructuring Plan designed to reshape, optimize, and support the Company’s financial and operational efficiency.

The plan involves streamlining certain areas and functions and reinvesting in others to improve the delivery of products and services to customers and enhance the Company’s global go-to-market capabilities.

Acquisition and integration costs

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

Restructuring costs

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

Remeasurement of contingent consideration

Remeasurement of contingent consideration relates to the fair value adjustment of acquisition related contingent consideration.

Any remaining contingent consideration as of the Transaction was assumed by Parent.

Remeasurement of contingent consideration relates to the fair value adjustment of acquisition related contingent

consideration.

Interest income

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Other income (expense), net consists primarily of unrealized/realized foreign currency transaction gains and losses.

This includes the remeasurement of the convertible notes utilizing the fair value option.

Income tax benefit (expense)

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Results of Operations

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

For the Three Months Ended September 30,

Percent Change

For the Nine Months Ended September 30,

The following table sets forth a summary of certain key financial information for the three months ended March 31, 2026 and 2025:

For the Three Months Ended March 31,

Percent Change

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Impairment of goodwill

Impairment of long-lived assets

Restructuring costs

Restructuring expense (income)

Acquisition and integration costs

6 unchanged sentences

Loss before provision for income taxes

Income tax benefit

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

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

The restatement is described fully in Note 1.

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

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

For the Three Months Ended September 30,

Income tax benefit (expense)

Comparison of The Three Months Ended March 31, 2026 and 2025

For the Three Months Ended March 31,

Marketing, advertising services, and sponsorship

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Total revenues

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

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

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

Revenue for the three months ended March 31, 2026 was $106.0 million, an increase of $2.2 million, or 2%, compared to the three months ended March 31, 2025.

The increase was primarily driven by the Brand to Demand segment, which contributed $3.4 million of incremental revenue, reflecting continued strength across the Demand Generation and Branding product lines.

This growth was partially offset by a $1.2 million decrease in Intelligence & Advisory segment revenues, primarily due to strategic go to market consulting areas of the business.

Cost of revenues

For the Three Months Ended September 30,

For the Three Months Ended March 31,

Cost of revenues

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

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

The remaining $8.4 million increase was primarily driven by increased labor and related costs due to our heightened focus on delivering our services to our customers as part of our integration.

Cost of revenues for the three months ended March 31, 2026 was $48.0 million, representing an increase of $3.9 million, or 9%, compared to the three months ended March 31, 2025.

The increase was primarily driven by a $3.2 million increase which was mainly attributable to higher content and editorial expenses and electronic fulfillment costs, consistent with increased activity levels.

The remaining $0.6 million relates to an increase in amortization reflecting higher amortization of capitalized content and platform-related assets.

Operating expenses and other

For the Three Months Ended September 30,

For the Three Months Ended March 31,

Operating expenses:

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Impairment of goodwill

Restructuring costs

Restructuring expense (income)

Acquisition and integration costs

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Other income (expense), net

Income tax benefit

Income tax benefit (expense)

Selling and Marketing .

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

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

Selling and marketing expenses increased by $0.1 million, or less than 1%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

The increase was primarily driven by a $1.4 million increase in sales commissions, reflecting changes in sales mix and performance‑based compensation, and a $0.2 million increase in marketing costs related to ongoing promotional activity, partially offset by a $2.2 million reduction in marketing expenses.

General and Administrative .

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

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

General and administrative expenses decreased by $5.5 million, or 22%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

The decrease was primarily driven by a $5.0 million reduction in staff‑related costs, reflecting post‑transaction synergies and headcount reductions.

This was partially offset by a $2.2 million increase in IT and communication costs.

Other decreases, totaling $2.6 million, primarily related to reduced office and facility expenses, lower professional fees, and decreased share‑based compensation.

Restructuring expense (income) .

Restructuring income was $0.5 million for the three months ended March 31, 2026, compared to no restructuring expense (income) in the three months ended March 31, 2025.

Restructuring expense (income) primarily relate to a company‑wide restructuring and workforce reduction program initiated in August 2025, aimed at improving operational efficiency and reducing the overall cost base.

The income recognized in the current period primarily reflects reversals of previously recorded expenses as a result of changes in estimates.

Product Development .

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

Product development costs increased by $0.9 million, or 31% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to higher staff and related personnel costs supporting product development activities.

Depreciation .

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

Depreciation expense increased by $0.2 million, or 34% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to an adjustment to the estimated useful lives of existing leasehold improvements in the anticipation of a relocation of the Newton office lease.

Amortization .

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

Amortization expense decreased by $1.4 million, or 5.8% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to higher amortization included in cost of revenues in the current period.

Impairment of Goodwill .

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

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

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

As a result of the impairment analysis in the three months ended March 31, 2026 and March 31, 2025, impairment charges of $45.0 million and $459.1 million were recorded, respectively.

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

Accordingly, we conducted a quantitative impairment test of our goodwill at March 31, 2026 and 2025.

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

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

Restructuring costs .

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

Acquisition and Integration Costs .

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

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

Acquisition and integration expenses increased by $6.5 million, or 70%., for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

The increase was primarily attributable to increased external consulting and advisory integration costs compared to the prior year period.

Remeasurement of Contingent Consideration .

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

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

For the three months ended March 31, 2026, the Company recognized an immaterial amount of remeasurement expense related to contingent consideration.

No contingent consideration remeasurement was recorded for the three months ended March 31, 2025.

Interest Expense on Related Party Loans.

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

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

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

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

Interest expense on related party loans increased $0.3 million, or 18%, in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to the timing of the related party debt drawdown, which occurred in late January 2025, resulting in fewer months of incurred interest expense during the three months ended March 31, 2025 compared to the current period.

Interest Income.

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

Interest income decreased $0.8 million, or 93.7%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, due to decreased cash balances in the current period.

Other Income (Expense), net .

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

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

Other income for the three months ended March 31, 2026 was $0.9 million compared to the other expense of $3.1 million for the three months ended March 31, 2025, primarily due to unrealized gains on intercompany balances denominated in foreign currencies in the current period while the prior year period had unrealized losses on intercompany balances denominated in foreign currencies.

`Income Tax Benefit (Expense).

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

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

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

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

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

For the Nine Months Ended September 30,

Marketing, advertising services, and sponsorship

Intelligence subscription services

Advisory services

Exhibitor and attendee

Total revenues

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

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

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

Cost of revenues

For the Nine Months Ended September 30,

Cost of revenues

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

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

The remaining $16.0 million increase was primarily driven by increased labor and related costs due to our heightened focus on delivering our services to our customers as part of our integration.

Operating expenses and other

For the Nine Months Ended September 30,

Operating expenses:

Selling and marketing

General and administrative

Product development

Amortization, excluding amortization included in cost of revenues

Impairment of goodwill

Impairment of long-lived assets

Restructuring costs

Acquisition and integration costs

Remeasurement of contingent consideration

Total operating expenses

Interest expense on related party loans

Interest income

Other expense, net

Income tax benefit

Selling and marketing .

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

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

General and administrative .

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

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

Product development .

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

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

Depreciation .

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

Amortization .

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

Impairment of goodwill .

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

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

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

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

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

Impairment of long-lived assets.

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

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

office in March 2024.

Restructuring costs .

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

Acquisition and Integration Costs .

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

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

The $21.8 million decrease was a result of decreased professional fees incurred in 2024 associated with the Transaction.

Remeasurement of contingent consideration .

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

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

Interest expense on related party loans.

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

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

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

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

Interest income.

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

Other Expense, net .

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

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

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

Income tax benefit.

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

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

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

Income tax benefit for the three months ended March 31, 2026 was $11.4 million, an increase of $37.8 million compared to the income tax expense of $26.4 million in the three months ended March 31, 2025.

effective tax rate was 13.8% and 5.3% for the three months ended March 31, 2026 and 2025, respectively.

In 2026, the effective tax rate was primarily driven by a non-deductible goodwill impairment and a geographic mix of earnings.

In 2025, the effective tax rate was primarily driven by non-taxable contingent consideration and larger non-deductible goodwill impairment.

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.

Segment Analysis

As discussed in Note 12 Segments , to the Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, we made changes to our organizational structure in the first quarter of 2026.

With these changes, we revised our reportable segments, changing from one segment to two segments.

The table below presents Revenues and Segment Operating Income (Loss) for each reportable segment for the three months ended March 31, 2026 and 2025:

For the Three Months Ended March 31, 2026

Brand to Demand

Intelligence & Advisory

Segment operating income (loss)

Quarter over quarter revenue change $

Quarter over quarter revenue change %

Quarter over quarter operating income (loss) change $

Quarter over quarter operating income (loss) change %

For the Three Months Ended March 31, 2025

Brand to Demand

Intelligence & Advisory

Segment operating income (loss)

Brand to Demand segment revenues increased by $3.4 million, or 5%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily reflecting strength across the Demand Generation and Branding product lines.

Segment operating income increased by $1.8 million, or 5%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, driven mainly by operational efficiency initiatives, including the realization of synergies and cost rationalization efforts.

Intelligence & Advisory segment revenues decreased by $1.2 million, or 4%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to lower program delivery volumes across both the go‑to‑market and strategic consulting areas of the business.

Despite the decline in revenues, segment operating income increased by $0.6 million, or 7%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, reflecting cost savings associated with lower consulting deliverables, including reduced external data and contractor costs related to project execution.

Liquidity and Capital Resources

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

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

convertible debt on January 24, 2025.

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

At March 31, 2026, our cash and cash equivalents totaled $47.7 million.

The Company has a $250 million revolving line of credit with its Parent, of which $129.9 million availability remains as of March 31, 2026.

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

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

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Net cash provided by (used in) operating activities

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Net cash provided by (used in) operating activities

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

Cash flows used in operating activities for the three months ended March 31, 2026 was $0.1 million, a $12.3 million increase in cash outflows compared to the operating cash inflow for the three months ended March 31, 2025.

The cash outflow for the three months ended March 31, 2026 was primarily driven by decreases in accounts payable of $8.6 million, decreases in accrued expenses and other current liabilities of $4.9 million, and an increase in prepaid expenses and other current assets of $2.9 million, partially offset by a decrease in accounts receivable of $17.3 million and an increase in contract liabilities of $5.0 million.

The cash inflow for the three months ended March 31, 2025 was primarily driven by a decrease accounts receivable of $11.5 million, increase in contract liabilities of $9.1 million and an increase in related party payables of $9.8 million, partially offset by a decrease in accrued expenses and other current liabilities of $6.3 million, an increase in prepaid expenses and other current assets of $2.4 million, a decrease in accrued compensation of $2.3 million and an increase in related party receivables of $2.2 million.

Net cash provided by (used in) investing activities

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

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

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

Cash flows used in investing activities were $5.9 million and cash flows provided by investing activities were $72.1 million for the three months ended March 31, 2026 and 2025, respectively.

The outflows in the three months ended March 31, 2026 reflected increased intangible assets of $5.4 million.

The inflows in the three months ended March 31, 2025 reflected the sale of short-term investments of $76.8 million, partially offset by increased intangible assets of $4.4 million.

Net cash provided by (used in) financing activities

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

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

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

Cash flows provided by financing activities were $13.1 million and cash flows used in financing were $282.0 million for the three months ended March 31, 2026 and 2025, respectively.

The inflows in the three months ended March 31, 2026 were from borrowings under the Credit Facility of $13.4 million.

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

Off Balance Sheet Arrangements

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

As of March 31, 2026 and December 31, 2025, Informa TechTarget did not have any significant off-balance sheet arrangements.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains “forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934 as amended (the “Exchange Act”), that involve substantial risks and uncertainties.

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains “forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 as amended (the “Exchange Act”), that involve substantial risks and uncertainties.

All statements, other than historical facts, are forward-looking statements, including:

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evolving legal, regulatory, and tax regimes;

changes in economic, financial, political, and regulatory conditions in the United States and elsewhere, and other factors that contribute to uncertainty and volatility;

changes in economic, financial, political, and regulatory conditions in the United States and elsewhere, and other factors that contribute to uncertainty and volatility such as inflationary pressures and geopolitical tensions including war;

natural and man-made disasters, civil unrest, pandemics, geopolitical uncertainty and conflicts, and conditions that may result from legislative, regulatory, trade, and policy changes associated with the current or subsequent U.S.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis