Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors including those discussed below and elsewhere in this Quarterly Report on Form 10-Q, in our Annual Report on Form 10-K for the year ended December 31, 2025 under Part I, Item 1A, “Risk Factors,” and in the other documents we file with the SEC. Please refer to "Cautionary Note Regarding Forward-Looking Statements” on page 35 of this Quarterly Report on Form 10-Q.
Overview
Background
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.
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 (“ROI”) and accelerate growth.
Selected Informa TechTarget brands*
Specialist B2B Content: Intelligence & Advisory Brands
Specialist B2B Buyer Content: Brand & Content Brands
B2B Buyer Intent & Demand Brands
Omdia by Informa TechTarget
Industry Dive
Informa TechTarget
Information Week
NetLine
Light Reading
AI Business
*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 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. Enterprise technology, incorporating software and hardware systems used by large organizations for anything from customer relationship management to networking and cyber security, is central to operating effectively and efficiently. The pace of innovation and change is rapid, creating a constant cycle of investment to enhance, upgrade and replace technology.
For Informa TechTarget, investment in innovation and growth in research and development (“R&D”) budgets provide a leading indicator of demand for its products and services. This growth in technology-related R&D is driving a new wave of investment and innovation, enhancing existing products and inspiring the next generation of products and services.
Over time, the scale of technology purchasing, particularly enterprise technology, has grown in size, resulting in B2B buying behavior becoming more complex. This complexity has led to longer sales cycles as more research is undertaken on purchasing technology products and platforms.
Typically, large technology decisions will involve a number of people across an organization from technology professionals to CIOs, CFOs and often CEOs. This research takes many forms, with an increasing amount conducted online, including by reading specialist content, reviews, information, product profiles and bespoke research, as well as through webinars and online discussions.
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The majority of the B2B buyer journey is now completed before a buyer might contact the sales team of a vendor. 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 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 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, 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
Over the last five years, Informa TechTarget has been building a portfolio of data-driven solutions that are intended to capitalize on the positive structural market dynamic described above and meet the evolving needs of buyers and vendors in the technology market. Informa TechTarget has the potential to continue expanding upon this portfolio of capabilities.
The Informa TechTarget businesses, help both buyers of B2B technology with knowledge and intelligence, supporting them through different stages of the buyer journey, and sellers of B2B technology in identifying relevant buyers for their products, who are in-market and with the greatest purchasing intent. These digital solutions fall into a number of categories:
• Demand solutions: 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 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 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, 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
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network. 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 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.
• Advisory: In the consulting business, the businesses work as an extension of client teams, working together to provide strategic support in assessing critical business challenges and providing bespoke solutions. 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.
• Intent: 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 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 the Company's readership base of engaged technology buyers. 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.
Segments
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
Preparation of the accompanying unaudited condensed consolidated financial statements requires management to make judgments, assumptions and estimates regarding uncertainties that could affect reported revenue, expenses, assets, liabilities and equity. The most significant areas where management’s judgments, assumptions and estimates impact the unaudited condensed consolidated financial statements are described below. Actual results in these areas could differ materially from management’s estimates under different assumptions and conditions. Significant accounting policies are described fully in Note 2. 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
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The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all normal, recurring adjustments have been included such that the unaudited condensed consolidated financial statements are fairly stated. The results of operations for the periods presented are not necessarily indicative of results to be expected for any other interim periods or for the full year.
Revenue Recognition
Revenue is recognized as Informa TechTarget satisfies a performance obligation, based upon transfer of control of promised products or services to clients in an amount that reflects the consideration to which Informa TechTarget expects to be entitled in exchange for those products or services. Some of Informa TechTarget’s performance obligations are satisfied over time as the product or service is transferred to the client. Performance obligations which are not satisfied over time are satisfied at a point in time.
Informa TechTarget enters into contracts that can include various combinations of its offerings which are generally capable of being distinct and accounted for as separate performance obligations.
When performance obligations are combined into a single contract, Informa TechTarget utilizes the relative stand-alone selling price of each product or service to allocate the transaction price among the performance obligations, which is generally determined based on the prices charged to the clients when sold on a stand alone basis or using expected cost plus a margin, with any discounts allocated across the performance obligations. Revenue for each category type of revenue is typically fixed at the date of the order and is not variable.
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 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. Informa TechTarget performs an assessment of goodwill for impairment annually as of December 31 or whenever events or changes in circumstances indicate there may be an impairment.
The Company may assess goodwill for impairment initially using a qualitative approach to determine whether conditions exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. Among the factors that could trigger an impairment review are a reporting unit’s operating results declining relative to its operating plan or historical performance, competitive pressures, changes in the general markets in which it operates, and a sustained decline in share price. If the Company concludes, based on its assessment of relevant events, facts, and circumstances that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a quantitative analysis will be performed to determine if there is any impairment. Alternatively, the Company may elect to initially perform a quantitative analysis instead of starting with a qualitative analysis. These assessments require the Company to make judgments, assumptions, and estimates about projected cash flows, discount rates and other factors. 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.
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 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
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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 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. The cost of equity is calculated using the Capital Asset Pricing Model methodology. The discount rates include appropriate risk premiums to reflect additional risks of the specific reporting units being tested.
• Long-term growth rate: 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.
• Tax rate: 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 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 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. Projected cash flows, including key assumptions of forecasted revenue growth rates and EBITDA margin, are contingent on the Company’s ability to accurately forecast future financial performance, which is subject to factors beyond the Company’s control such as changes in market conditions, economic downturns, and competitive pressures. The discount rate also incorporates market-based rates and risk premiums that are subject to fluctuations due to shifts in macroeconomic factors, investor sentiment, and changes in the Company's perceived risk profile. Moreover, the long-term growth rate assumption, although derived from reputable external sources, can be influenced by unforeseeable changes in industry dynamics, regulatory environments, and technological advancements that may impact growth trajectories. Consequently, while these assumptions are grounded in established financial theories and best estimates, there is an inherent degree of uncertainty.
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):
Canalys
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.
NetLine
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%
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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. 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.
Legacy TechTarget
The entire balance of goodwill in the Legacy TechTarget reporting unit was written off during 2025.
Bluefin
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. 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 $2.0 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, 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.
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. 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 $17.0 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 $10.0 million. 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
Revenues
Revenue is disaggregated into four categories: Marketing, advertising services and sponsorship; Intelligence subscription services; Advisory services; and Exhibitor and attendee revenue.
These products and services are delivered under both short-term contracts that run for the length of a given
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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 months ended March 31, 2026 and 2025, approximately 34% and 37%, respectively, of our revenues were from longer-term contracts.
Cost of revenues
Cost of revenues primarily consists of salaries and related personnel costs for research, editorial and consulting employees, lead generation expenses, freelance contractors expenses, website hosting costs, internal use software and developed technology amortization and other related overheads.
Selling and marketing
Selling and marketing expenses consist primarily of salaries and related personnel costs, sales commissions, facility expenses, advertising costs, and other related overheads.
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, allowance for credit losses, and stock-based compensation expenses.
Product development
Product development includes the creation of Informa TechTarget's network of websites and data analytics framework, advertiser offerings and technical infrastructure that do not meet the criteria for capitalization.
Depreciation
Depreciation expense consists of the depreciation of property and equipment. Depreciation is calculated using the straight-line method over their estimated useful lives, ranging from three to five years.
Amortization
Amortization expense consists of the amortization of intangible 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
Acquisition-related costs that are not part of purchase consideration are expensed as incurred. These costs typically include finder’s fees, legal, accounting, and other professional costs. Integration-related costs represent costs that relate directly to combining Informa TechTarget and its acquired businesses and are expensed as incurred. Integration-related costs typically include strategic consulting services, employee-related costs, such as retention and severance, costs to integrate information technology infrastructure, enterprise planning systems, processes, and other non-recurring integration-related costs.
Remeasurement of contingent consideration
Remeasurement of contingent consideration relates to the fair value adjustment of acquisition related contingent
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consideration.
Interest income
Interest income is primarily from related-party loans, by reference to the principal outstanding and at the effective interest rate applicable, and also from cash and cash equivalents. All related party loans were settled as of the close of the Transaction.
Related party interest expense
Related party interest expense consists of interest on related-party loans at the effective interest rate applicable and the unsecured five-year revolving Credit Facility. The interest rate on the unsecured revolving Credit Facility is variable.
Other income (expense), net
Other income (expense), net consists primarily of unrealized/realized foreign currency transaction gains and losses.
Income tax benefit (expense)
Income tax benefit (expense) reflects income earned and taxed, in jurisdictions in which Informa TechTarget conducts business, which mainly include the United Kingdom and United States federal and state income taxes.
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Results of Operations
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
2026
2025
2026 vs 2025
Revenues:
$
106,048
$
103,887
2
%
Total cost of revenues
(48,026
)
(44,160
)
9
%
Gross profit
58,022
59,727
(3
%)
Operating expenses:
Selling and marketing
33,427
33,310
0
%
General and administrative
18,830
24,284
(22
%)
Product development
3,663
2,789
31
%
Depreciation
714
532
34
%
Amortization, excluding amortization included in cost of revenues
21,937
23,288
(6
%)
Impairment of goodwill
45,006
459,100
(90
%)
Restructuring expense (income)
(455
)
—
n.m.
Acquisition and integration costs
15,822
9,328
70
%
Remeasurement of contingent consideration
36
—
n.m.
Total operating expenses
138,980
552,631
(75
%)
Operating loss
(80,958
)
(492,904
)
84
%
Interest expense on related party loans
(2,134
)
(1,813
)
18
%
Interest income
52
826
(94
%)
Other income (expense), net
900
(3,094
)
129
%
Loss before provision for income taxes
(82,140
)
(496,985
)
(83
%)
Income tax benefit (expense)
11,359
(26,403
)
(143
%)
Net loss
$
(70,781
)
$
(523,388
)
(86
%)
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Comparison of The Three Months Ended March 31, 2026 and 2025
Revenues
For the Three Months Ended March 31,
2026
2025
Increase/
(Decrease)
Percent
Change
Marketing, advertising services, and sponsorship
$
75,517
$
72,283
$
3,234
4
%
Intelligence subscription services
18,657
18,846
(189
)
(1
)%
Advisory services
11,781
12,546
(765
)
(6
)%
Exhibitor and attendee
93
212
(119
)
(56
)%
Total revenues
$
106,048
$
103,887
$
2,161
2
%
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 March 31,
2026
2025
Increase
Percent
Change
Cost of revenues
$
48,026
$
44,160
$
3,866
9
%
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 March 31,
2026
2025
Increase/
(Decrease)
Percent
Change
Operating expenses:
Selling and marketing
$
33,427
$
33,310
$
117
0
%
General and administrative
18,830
24,284
(5,454
)
(22
%)
Product development
3,663
2,789
874
31
%
Depreciation
714
532
182
34
%
Amortization, excluding amortization included in cost of revenues
21,937
23,288
(1,351
)
(6
%)
Impairment of goodwill
45,006
459,100
(414,094
)
(90
%)
Restructuring expense (income)
(455
)
—
(455
)
n.m.
Acquisition and integration costs
15,822
9,328
6,494
70
%
Remeasurement of contingent consideration
36
—
36
n.m.
Total operating expenses
$
138,980
$
552,631
$
(413,651
)
(75
%)
Interest expense on related party loans
(2,134
)
(1,813
)
(321
)
18
%
Interest income
52
826
(774
)
(94
%)
Other income (expense), net
900
(3,094
)
3,994
129
%
Income tax benefit (expense)
$
11,359
$
(26,403
)
$
37,762
(143
%)
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Selling and Marketing . 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 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 $0.9 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 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 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 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. 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.
Acquisition and 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 . 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 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 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 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 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. The
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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
Revenues
$
75,191
$
30,857
Segment operating income (loss)
35,331
9,655
Quarter over quarter revenue change $
3,401
(1,240
)
Quarter over quarter revenue change %
5
%
(4
%)
Quarter over quarter operating income (loss) change $
1,770
592
Quarter over quarter operating income (loss) change %
5
%
7
%
For the Three Months Ended March 31, 2025
Brand to Demand
Intelligence & Advisory
Revenues
$
71,790
$
32,097
Segment operating income (loss)
33,561
9,063
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 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.
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Cash Flows
For the Three Months Ended March 31,
2026
2025
Net cash provided by (used in) operating activities
$
(57
)
$
12,235
Net cash provided by (used in) investing activities
$
(5,927
)
$
72,091
Net cash provided by (used in) financing activities
$
13,115
$
(282,033
)
Net cash provided by (used in) operating activities
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 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 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 March 31, 2026 and December 31, 2025, Informa TechTarget did not have any significant off-balance sheet arrangements.
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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 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: statements regarding the expected benefits of the Transactions such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profile, business plans, expanded portfolio and financial strength; our expectations surrounding the Transactions and our ability to grow our business and bolster our financial position; our expected contractual obligations and capital expenditures; our future results of operations and financial position; industry and business trends; the impact of market conditions and other macroeconomic factors on our business, financial condition and results of operations; our future business strategy, plans, market growth and our objectives for future operations; the effectiveness of our Restructuring Plan; the continued remediation of material weaknesses in our internal control over financial reporting; and our competitive market position within our industry. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “plan,” “could,” “would,” “project,” “predict,” “continue,” “target,” or the negatives of these words or other similar terms or expressions that concern our expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, and expectations that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements.
We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements. Important factors that could cause actual results to differ materially from such plans, estimates, or expectations include, among others: unexpected costs, charges, or expenses resulting from the Transactions or the Restructuring Plan; uncertainty regarding our expected financial performance; failure to realize the anticipated benefits of the Transactions, including as a result of integrating our Informa Tech Digital Business with our legacy TechTarget business or the Restructuring Plan; our ability to implement our business strategy; difficulties and delays in achieving revenue and cost synergies; 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 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. administrations; our ability to meet expectations regarding the accounting and tax treatments of the Transactions; market acceptance of our products and services; the impact of pandemics and future health epidemics and any related economic downturns on us and the markets in which we and our customers operate; changes in economic or regulatory conditions or other trends affecting the internet, internet advertising and IT industries; data privacy and artificial intelligence laws, rules, and regulations; the impact of foreign currency exchange rates; certain macroeconomic factors facing the global economy, including instability in the regional banking sector, disruptions in the capital markets, economic sanctions and economic slowdowns or recessions, tariffs and trade disputes, rising inflation and interest rate fluctuations on our operating results; and other matters included in our filings with the SEC.
Other factors may affect the accuracy and reliability of forward-looking statements. We caution you not to place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes. Actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report.
Any forward-looking statements speak only as of the date of this Quarterly Report. Neither we, nor our affiliates, advisors or representatives, undertake any obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by applicable law.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.