What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 169 added, 91 removed, 498 unchanged (34% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

March 31, 2026

June 30, 2026

December 31, 2025

33 unchanged sentences

Stockholders’ equity:

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

Common stock, $ 0.001 par value; 250,000,000 shares authorized; 72,346,562 shares issued and 72,328,574 shares outstanding at June 30, 2026;

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

Treasury stock, at cost;

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

17,988 and 16,781 shares at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

8 unchanged sentences

For the Three Months Ended

March 31, 2026

March 31, 2025

For the Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Cost of revenues 1,2

20 unchanged sentences

Weighted average common shares outstanding:

(1) Amounts include related party transactions as follows:

(1) Amounts include related party transactions as follows (a) :

Cost of revenues

1 unchanged sentence

Acquisition and integration costs

Other income (expense), net

(2) Amounts include stock-based compensation expense as follows:

16 unchanged sentences

Balance, March 31, 2025

Other comprehensive income

Other share issuances

Issuance of shares of common stock from RSU awards

Stock-based compensation

Balance, June 30, 2025

Treasury Stock

11 unchanged sentences

Balance, March 31, 2026

Other comprehensive income

Issuance of common stock from ESPP

Issuance of shares of common stock from RSU awards

Impact of net settlements

Stock-based compensation

Balance, June 30, 2026

TechTarget, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows (in thousands)

For the Three Months Ended

For the Six Months Ended

Operating Activities:

6 unchanged sentences

Fair value adjustment to debt

Gain on sale of intangible assets to related party

Loss on disposal of intangibles

10 unchanged sentences

Accrued compensation expenses

Operating lease liabilities with right of use

Operating lease assets and liabilities with right of use

Contract liabilities

2 unchanged sentences

Related party payables

Net cash provided by (used in) operating activities

Net cash provided by operating activities

Investing activities:

2 unchanged sentences

Purchase of investments

Sale of assets to related party

Acquisitions of businesses, net of acquired cash

5 unchanged sentences

Contingent consideration settlement

Proceeds from sale of common stock under employee stock purchase program

Repayment of related party long term debt

Repayment of convertible notes

3 unchanged sentences

Cash and cash equivalents at December 31

Cash and cash equivalents at March 31

Cash and cash equivalents at June 30

Supplemental disclosure of cash flow information:

13 unchanged sentences

The Transactions

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

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

(“Informa Tech Digital Business” or “Accounting Predecessor”), a carved-out business wholly-owned by Informa, with former TechTarget, Inc.

(“Former TechTarget”) under CombineCo.

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

(“Former TechTarget”) under the Company.

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

2 unchanged sentences

The Transaction closed on December 2, 2024.

Additionally, CombineCo paid each Former TechTarget shareholder as consideration for one common share of Former TechTarget (i) one share of CombineCo common stock and (ii) cash consideration of approximately $ 11.70 per share of Former TechTarget common stock (the “Merger” and, together with the Transaction, the “Transactions”).

The Merger closed on December 2, 2024 (the “Acquisition Date”), with Informa then holding a 58 % interest in CombineCo and Former TechTarget shareholders holding the remaining 42 % interest in CombineCo.

CombineCo changed its name to TechTarget, Inc.

Additionally, the Company paid each Former TechTarget shareholder as consideration for one common share of Former TechTarget (i) one share of Company common stock and (ii) cash consideration of approximately $ 11.70 per share of Former TechTarget common stock (the “Merger” and, together with the Transaction, the “Transactions”).

The Merger closed on December 2, 2024 (the “Acquisition Date”), with Informa then holding a 58 % interest in the Company and Former TechTarget shareholders holding the remaining 42 % interest in the Company.

The Company changed its name to TechTarget, Inc.

upon completion of the Merger.

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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.

The information included in these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S.

The information included in these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S.

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

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If the qualitative impairment assessment concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, Informa TechTarget performs the quantitative goodwill impairment test, which compares the fair value of the Company's reporting units, primarily using an income approach, to their carrying value.

During the first quarters of 2026 and 2025, the Company identified a sustained decline in the Company's share price which it determined to be a triggering event for the purposes of testing for goodwill impairment.

During the first quarter of 2026 and the first and second quarters of 2025, the Company identified a sustained decline in the Company's share price which it determined to be a triggering event for the purposes of testing for goodwill impairment.

If the estimated fair value of a reporting unit is less than the carrying value, Informa TechTarget will record an impairment of goodwill for the amount to which the carrying value exceeds fair value.

3 unchanged sentences

If such evaluation indicates that the carrying amount of the asset group is not recoverable, an impairment loss will be recorded based on the amount by which the carrying value exceeds the fair value.

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

The Company did no t identify any impairment of long-lived assets during the six months ended June 30, 2026.

Goodwill for further information.

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Balance as of December 31, 2025

Addition to (release of) provision

Addition to provision

Balance as of March 31, 2026

Addition to provision

Balance as of June 30, 2026

Allowance for credit losses

Balance as of December 31, 2024

Addition to (release of) provision

Addition to provision

Balance as of March 31, 2025

Addition to provision

Balance as of June 30, 2025

Segment reporting

9 unchanged sentences

To the extent their effect is dilutive, employee equity awards and other commitments to be settled in common stock are included in the calculation of diluted net income (loss) per share based on the treasury stock method.

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

The calculations of basic and diluted net loss per share for the three and six months ended June 30, 2026 and 2025 are as follows:

For the Three Months Ended

March 31, 2026

March 31, 2025

For the Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Weighted average shares outstanding

Loss per share

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

In calculating diluted net los s per share, 1.1 million shares related to unvested restricted stock units were excluded for the three and six months ended June 30, 2026 , and 1.4 million shares related to unvested restricted stock units were excluded for the three and six months ended June 30, 2025 .

The impact of including these restricted stock units would be anti-dilutive.

Accounting pronouncements issued but not yet effective

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

Modernizes the guidance for accounting for internal-use software costs by eliminating references to specific project development stages and establishing new capitalization criteria based on management commitment and probability of completion.

The ASU clarifies that significant development uncertainty exists only when there is uncertainty about performance requirements or the entity's ability to complete the software.

6 unchanged sentences

For the Three Months Ended

March 31, 2026

March 31, 2025

For the Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Marketing, advertising services, and sponsorship

3 unchanged sentences

Total revenue

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

During each of the three and six months ended June 30, 2026 and 2025, no individual customer accounted for 10% or more of total revenues and no customer represented 10% or more of total accounts receivable.

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

1 unchanged sentence

Contract liabilities

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

Total contract liabilities as of December 31, 2025 were $ 50.5 million, of w hich $ 16.4 million and $ 45.6 million were recognized as revenue during the three and six months ended June 30, 2026, respectively.

Long-lived assets by geographic area

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

March 31, 2026

June 30, 2026

December 31, 2025

2 unchanged sentences

Rest of World

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

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

The increase in long-lived assets is primarily related to the amendment of the Company's Newton, Massachusetts lease which increased operating lease right-of-use assets by $ 14.1 million in the six months ended June 30, 2026, see further discussion in Note 7, Leases .

No individual country outside of the United Stat es accounted for 10 % or more of Informa TechTarget’s long-lived assets as of June 30, 2026 .

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

3 unchanged sentences

Balance as of March 31, 2026

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

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

Effect of exchange rate changes

Balance as of June 30, 2026

As of June 30, 2026 , the gross carrying amount and accumulated impairment losses of goodwill were $ 1,183.6 million and $ 1,182.5 million, respectively.

As of June 30, 2026 , the net carrying amount of goodwill was $ 1.1 million.

Goodwill impairment test

2 unchanged sentences

Accordingly, Informa TechTarget performed a quantitative goodwill impairment assessment on its reporting units using the key assumptions in the fair value calculations noted below.

The Company did not identify a triggering event during the second quarter of 2026.

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

29 unchanged sentences

and Informa TechTarget's ability to achieve its forecasted operating results.

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

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

During the three months ended June 30, 2026, Informa TechTarget did not recognize any impairment charges related to its reporting units.

During the six months ended June 30, 2026, Informa TechTarget recognized impairment charges, on a pre-reorganization basis, related to its Canalys, Bluefin Legacy and NetLine reporting units of $ 8.1 million, $ 3.7 million and $ 6.8 million, respectively.

During the six months ended June 30, 2026 , Informa TechTarget recognized an impairment charge, under the post-reorganization basis of two reporting units, related to its B2D reporting unit of $ 26.4 million.

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

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

During the three and six months ended June 30, 2025, Informa TechTarget recognized impairment charges, on a pre-reorganization basis, of $ 382.2 million and $ 841.3 million, respectively, related to its Canalys, Industry Dive, Bluefin Legacy and legacy TechTarget reporting units.

Fair value assessments of a reporting unit are considered a Level 3 measurement due to the significance of unobservable inputs used in their estimate.

17 unchanged sentences

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

As of March 31, 2026

As of June 30, 2026

Weighted average remaining useful life (years)

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Total intangible assets

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

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

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

Amortization expense for intangible assets was $ 25.8 million and $ 50.9 million during the three and six months ended June 30, 2026 , respectively, and $ 25.8 million and $ 51.6 million during the three and six months ended June 30, 2025 , respectively.

Informa TechTarget capitalized internal-use software of $ 5.0 million and $ 9.3 million during the three and six months ended June 30, 2026 , respectively, and $ 4.1 million and $ 8.5 million during the three and six months ended June 30, 2025, respectively.

Future expected amortization expense as of June 30, 2026 is as follows:

Years Ending December 31:

2026 (April 1 - December 31)

2026 (July 1 - December 31)

2026 disposition

In May 2026, the Company sold to Informa certain intangible assets associated with the platform known as GDC Vault for a sale price of $ 1.8 million.

There was no value recorded in the Company’s financial statements related to the assets sold.

The entire $ 1.8 million received was recorded as a gain within other income (expense), net in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

The gain is also disclosed as a related party transaction, as discussed at Note 12, Related Party Transactions.

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

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

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

ROU assets and lease liabilities

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

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

4 unchanged sentences

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

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

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

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

During the three and six months ended June 30, 2026, operating lease costs were $ 1.2 million and $ 2.2 million , respectively.

During the three and six months ended June 30, 2025 , operating lease costs were $ 1.7 million and $ 3.0 million, respectively.

Expenses associated with short-term leases were $ 2.3 million and $ 4.8 million for the three and six months ended June 30, 2026, respectively.

Expenses associated with short-term leases were $ 2.2 million and $ 4.6 million for the three and six months ended June 30, 2025, respectivel y.

There were no material expenses associated with variable leases for each of the three and six months ended June 30, 2026 and 2025.

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

March 31, 2026

June 30, 2026

December 31, 2025

4 unchanged sentences

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

March 31, 2026

June 30, 2026

December 31, 2025

1 unchanged sentence

Weighted-average discount rate — operating leases

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

Remaining maturities of lease liabilities as of June 30, 2026 are as follows:

Minimum Lease

Years ending December 31:

2026 (April 1 - December 31)

2026 (July 1 - December 31)

Total future minimum lease payments

22 unchanged sentences

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

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

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

As of June 30, 2026 and December 31, 2025, Informa TechTarget had $ 120.1 million and $ 106.7 million, respectively, d rawn under the Credit Facility.

Informa TechTarget borrowed $ 13.4 million under the Credit Facility during the six months ended June 30, 2026 .

Restructuring expense (income)

3 unchanged sentences

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

Compensation and Benefits

Balance as of December 31, 2025

2 unchanged sentences

Balance as of March 31, 2026

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

Expense (Income)

Payments/Settlements

Balance as of June 30, 2026

The Company recognized restructuring charges of $ 0.1 million during the three months ended June 30, 2026.

The Company recognized adjustments to restructuring charges of $ 0.4 million during the six months ended June 30, 2026 , due to $ 0.5 million in reversals of previously recorded expenses as a result of changes in estimates related to other compensation and benefits.

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

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In connection with the Merger, the Company assumed the 2017 Plan, and 949,300 unvested restricted stock units outstanding immediately prior to the Merger were converted into 1,492,858 unvested restricted stock units of the Company.

Each restricted

stock unit is subject to the same terms and conditions as prior to the Merger and grants vest in equal tranches over a three-year period.

Each restricted stock unit is subject to the same terms and conditions as prior to the Merger and grants vest in equal tranches over a three-year period.

Shares of stock underlying awards of restricted stock units are not issued until the units vest.

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

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

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

There are a total of 639,285 shares of common stock that remain subject to outstanding stock-based grants under the 2024 Plan as of June 30, 2026 .

A further 5,676,203 shares of common stock remain available for issuance for future awards under the 2024 Plan as of June 30, 2026.

2024 Employee Stock Purchase Plan

1 unchanged sentence

2024 Employee Stock Purchase Plan (the “ESPP” and, together with the 2017 Plan and the 2024 Plan, the “Informa TechTarget Plans”), which became effective on the Acquisition Date, at which time 1,400,000 shares of Informa TechTarget’s common stock were reserved for issuance under the ESPP.

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

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

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

As of March 31, 2026, 1,400,000 shares of common stock remain available for issuance under the ESPP.

During the three months ended June 30, 2026, 29,131 shares were issued under the ESPP.

There was no activity under the ESPP during 2025.

As of June 30, 2026 , 1,370,866 shares of common stock remain available for issuance under the ESPP.

Informa incentive plans

2 unchanged sentences

As Informa TechTarget participates in but is not the sponsoring entity of these Parent Plans, no shares for these Parent Plans have been allocated to Informa TechTarget.

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

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

Accounting for stock-based compensation

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

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

The fair value of awards granted under the Informa TechTarget Plans or the Parent

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

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

1 unchanged sentence

Restricted stock unit awards are valued at the market price of a share of Informa TechTarget’s common stock on the date of the grant.

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

A summary of the restricted stock unit award activity under Informa TechTarget’s 2017 Plan and 2024 Plan for the six months ended June 30, 2026 is presented below:

Nonvested outstanding at December 31, 2025

Nonvested outstanding at March 31, 2026

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

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

Nonvested outstanding at June 30, 2026

The total fair value of RSU awards that vested during the three and six months ended June 30, 2026 was $ 0.2 million and $ 0.4 million, respectively.

As of June 30, 2026, there was $ 10.4 million of total unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted average period of 1.66 years.

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

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

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

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

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

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

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

For the three and six months ended June 30, 2026, the Company recorded its tax expense based on the actual effective tax rate as it was determined that it was unable to make a reliable estimate of its forecasted effective tax rate.

The Company recorded an income tax benefit of $ 2.0 million and an income tax benefit of $ 13.4 million for the three and six months ended June 30, 2026, respectively.

The Company recorded an income tax benefit of $ 19.6 million and an income tax provision of $ 6.8 million for the three and six months ended June 30, 2025, respectively.

The tax benefit for the three and six months ended June 30, 2026 decreased by approximately $ 17.6 million and increased by approximately $ 20.2 million , respectively, as compared to the same periods in 2025 , primarily due to a larger non-deductible goodwill impairment charge in the 2025 periods, and a difference in geographic mix of earnings in 2026 compared to 2025 for both the three and six month periods.

Due to the Company’s history of impairments the effect of the non-deductible goodwill impairment was not treated as a discrete item in both the three and six months ended June 30, 2025.

Related Party Transactions

Revenue and other transactions entered into in the ordinary course of business

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

Revolving line of credit

On December 2, 2024, Informa TechTarget entered into a related party loan arrangement with the Informa Group Holdings Limited, which provides Informa TechTarget with a $ 250.0 million unsecured five-year revolving Credit Facility, which has been drawn upon as of March 31, 2026 .

Informa TechTarget has paid $ 1.9 million in certain fees related to the Credit Facility, which have been capitalized and included in other non-current assets.

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

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

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

Amortization of these commitment fees into interest expense have not been material for the three months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026 and December 31, 2025, Informa TechTarget had $ 120.1 million and $ 106.7 million, respectively, d rawn in revolving loans under the Credit Facility.

Informa TechTarget borrowed $ 13.4 million under the Credit Facility during the six months ended June 30, 2026.

Interest expense

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

For the Three Months Ended March 31,

Interest expense on related party debt

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

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

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Related party interest expense

The accrued interest expense related to long-term debt to Parent was immaterial as of June 30, 2026, and is recorded in related party payables within the accompanying unaudited condensed consolidated balance sheets.

Related party receivables and payables

1 unchanged sentence

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

March 31, 2026

June 30, 2026

December 31, 2025

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

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

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

For the three and six months ended June 30, 2026, Informa TechTarget had incurred $ 5.4 million and $ 11.2 million , respectively, for these transitional and secondment services, which are classified within general and administrative expenses.

For the three and six months ended June 30, 2025 , Informa TechTarget had incurred $ 4.9 and $ 10.3 million, respectively, for these transitional and secondment services.

For the three and six months ended June 30, 2026 , the Company incurred related party acquisition and integration costs of $ 1.0 million and $ 2.0 million, respectively.

For the three and six months ended June 30, 2025, the Company incurred related party acquisition and integration costs of $ 5.1 million and $ 5.4 million, respectively.

In the Company’s previously filed Form 10-Q for the quarterly period ended June 30, 2025, the Company incorrectly disclosed the related party acquisition and integration costs as $ 12.1 million and $ 19.4 million, for the three and six months ended June 30, 2025, respectively.

This immaterial error did not impact total acquisition and integration costs or total net income.

These amounts have been corrected in this Form 10-Q for the quarterly period ended June 30, 2026.

As discussed in Note 6.

Intangible Assets , in May 2026, the Company sold to Informa certain intangible assets associated with the platform known as GDC Vault for a sale price of $ 1.8 million.

The entire $ 1.8 million was received in cash and was recorded as a gain within other income (expense), net in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss), as there was no carrying value associated with the intangible assets sold.

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

2 unchanged sentences

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

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

Prior to the first quarter

of 2026, the Company operated as one operating and reportable segment.

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

13 unchanged sentences

The following tables present selected segment information as described above:

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Brand to Demand

4 unchanged sentences

Segment operating income

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Brand to Demand

4 unchanged sentences

Segment operating income

Six Months Ended June 30, 2026

Brand to Demand

Intelligence & Advisory

Total Segments

Direct expenses (1)

Indirect expenses (2)

Segment operating income

Six Months Ended June 30, 2025

Brand to Demand

Intelligence & Advisory

Total Segments

Direct expenses (1)

Indirect expenses (2)

Segment operating income

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

1 unchanged sentence

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

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

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

For the three months ended June 30, 2026, indirect expenses include depreciation and amortization expense of $ 0.3 million in the B2D segment, and $ 0.1 million in the I&A segment.

For the three months ended June 30, 2025, indirect expenses include depreciation and amortization expense of $ 0.3 million in the B2D segment and $ 0.2 million in the I&A segment.

For the six months ended June 30, 2026, indirect expenses include depreciation and amortization expense of $ 1.1 million in the B2D segment, and $ 0.1 million in the I&A segment.

For the six months ended June 30, 2025, indirect expenses include depreciation and amortization expense of $ 0.6 million in the B2D segment and $ 0.4 million in the I&A segment.

The Brand to Demand indirect expenses previously reported for the three months ended March 31, 2026 and March 31, 2025 were understated by $ 1.8 million and $ 5.5 million respectively, and therefore the segment operating income was overstated by those amounts in those periods.

The unallocated indirect expenses previously reported for the three months ended March 31, 2026 and March 31, 2025 were overstated by $ 1.8 million and $ 5.5 million respectively.

These immaterial errors have been corrected for the six months ended June 30,2026 and June 30, 2025.

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

For the Three Months Ended

March 31, 2026

March 31, 2025

For the Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Segment operating income

17 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements