What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-07 · 180 added, 106 removed, 311 unchanged (48% of the section changed)

107 unchanged sentences

Goodwill Impairment

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

As of June 30, 2026 and December 31, 2025, goodwill was $1.1 million and $45.6 million, respectively.

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

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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.

As of the Company's goodwill impairment assessment performed on 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.

During the second quarter of 2026, there was no triggering event requiring an impairment assessment.

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

period of long-term growth.

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 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.

A post-tax discount rate using a weighted average cost of capital methodology.

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

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• Long-term growth rate:

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

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

For 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.

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.

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.

The capital expenditures rate is based on the Company’s historical depreciation expense.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Legacy TechTarget

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

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

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

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

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

Industry Dive

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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):

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

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

Intelligence & Advisory

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

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

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

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

The carrying value of goodwill in the Intelligence & Advisory reporting unit on a post-reorganization basis was $1.1 million as of March 31, 2026.

Components of Results of Operations

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and Exhibitor and attendee revenue.

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

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

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

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

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

In the three and six months ended June 30, 2026, approximately 28% and 29%, respectively, of our revenues were from longer-term contracts.

In the three and six months ended June 30, 2025, approximately 33% and 35%, respectively, of our revenues were from longer-term contracts.

Cost of revenues

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Remeasurement of contingent consideration

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

consideration.

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

Interest income

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Other income (expense), net

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

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

Income tax benefit (expense)

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Results of Operations

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

For the Three Months Ended March 31,

The following table sets forth a summary of certain key financial information for the three and six months ended June 30, 2026 and 2025:

For the Three Months Ended June 30,

Percent Change

For the Six Months Ended June 30,

Percent Change

Total cost of revenues

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Loss before provision for income taxes

Income tax benefit (provision)

Comparison of The Three Months Ended June 30, 2026 and 2025

Three Months Ended June 30,

Marketing, advertising services, and sponsorship

Intelligence subscription services

Advisory services

Exhibitor and attendee

Total revenues

Revenue for the three months ended June 30, 2026 was $116.1 million, a decrease of $3.8 million, or 3%, compared to the three months ended June 30, 2025.

The decrease was primarily driven by a $2.3 million decrease in Intelligence & Advisory segment revenues, primarily due to lower Research & Consulting services in the current period and a $1.5 million decrease in Brand to Demand segment revenues, primarily driven by a small decrease in our Demand Generation and Intent Data product lines.

Cost of revenues

Three Months Ended June 30,

Cost of revenues

Cost of revenues for the three months ended June 30, 2026 was $51.7 million, representing an increase of $0.5 million, or 1%, compared to the three months ended June 30, 2025.

The increase was primarily driven by a $0.3 million increase in amortization reflecting higher amortization of capitalized content and platform-related assets, with a further $0.1 million increase attributable to increased labor and related costs.

Operating expenses and other

Three Months Ended June 30,

Operating expenses:

Selling and marketing

General and administrative

Product development

Amortization, excluding amortization included in cost of revenues

Impairment of goodwill

Restructuring expense

Acquisition and integration costs

Total operating expenses

Interest expense on related party loans

Interest income

Other income (expense), net

Income tax benefit

Selling and Marketing .

Selling and marketing expenses decreased by $7.4 million, or 20%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

The decrease was primarily driven by a $6.3 million decrease

in staff-related costs post the company-wide restructuring and workforce reduction program initiated in August 2025.

The remaining decrease is attributable to a $1.8 million decrease in third-party spend and costs optimization initiatives.

This was partially offset by a $0.7 million increase in sales commissions.

General and Administrative .

General and administrative expenses increased by $3.0 million, or 16%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.

The increase was primarily attributable to a $2.3 million increase in staff-related costs, as the prior-year period reflected the timing of post-transaction synergies and cost optimizations that resulted in a lower comparative base in the second quarter of 2025.

Additionally, other operating costs increased due to a $0.7 million increase in information technology costs.

Product Development .

Product development costs increased by $0.8 million, or 29%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to higher staff and related personnel costs supporting product development activities.

Depreciation .

Depreciation expense decreased by $0.1 million, or 21%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to certain IT equipment and other fixed assets becoming fully depreciated during the period.

Amortization .

Amortization expense decreased by $0.3 million, or 1%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to higher amortization included in cost of revenues in the current period.

Impairment of Goodwill .

There was no goodwill impairment recorded for the three months ended June 30, 2026.

As a result of the impairment analysis in the three months ended June 30, 2025, an impairment charge of $382.2 million was recorded.

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 the prior year period, indicating goodwill may be impaired.

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

Restructuring expense (income) .

Restructuring expense was $0.1 million for the three months ended June 30, 2026, compared to no restructuring expense (income) in the three months ended June 30, 2025.

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

Acquisition and Integration Costs .

Acquisition and integration expenses decreased by $6.3 million, or 42%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

The decrease was primarily attributable to the substantial reduction of integration activities, resulting in lower external consulting and advisory fees as the business transitions from active integration to steady-state operations.

Interest Expense on Related Party Loans.

Interest expense on related party loans decreased $0.6 million, or 23%, in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to a higher balance drawn on the Credit Facility in the prior year period.

Interest Income.

Interest income decreased by an immaterial amount for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due to relatively consistent cash balances in the current period.

Other Income (Expense), net .

Other income for the three months ended June 30, 2026 was $0.5 million compared to other expense of $5.2 million for the three months ended June 30, 2025.

The improvement was primarily attributable to a $3.5 million decrease in unrealized foreign exchange losses on balances denominated in foreign currencies, reflecting more favorable currency movements in the current period, and a $1.8 million gain on the sale of certain intangible assets associated with the platform known as GDC Vault to Informa.

The remaining $0.4 million favorable variance was due to net improvements in other foreign exchange gains and losses on operational transactions and balances.

Income Tax Benefit (Expense).

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

For the Three Months Ended March 31,

Income tax benefit for the three months ended June 30, 2026 was $2.0 million, a decrease of $17.6 million compared to the income tax benefit of $19.6 million in the three months ended June 30, 2025.

The effective tax rate was (8.5)% and (4.7)% for the three months ended June 30, 2026 and 2025, respectively.

In 2026, the effective tax rate was primarily driven by a geographic mix of earnings.

In 2025, the effective tax rate was primarily driven by non-taxable contingent consideration and 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 June 30, 2025.

Comparison of The Six Months Ended June 30, 2026 and 2025

For the Six Months Ended June 30,

Marketing, advertising services, and sponsorship

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Total revenues

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.

Revenue for the six months ended June 30, 2026 was $222.2 million, a decrease of $1.6 million, or 1%, compared to the six months ended June 30, 2025.

The decrease was primarily driven by a $3.5 million decrease in Intelligence & Advisory segment revenues, primarily due to lower Advisory services revenues and softer Intelligence subscription revenue.

This was partially offset by the Brand to Demand segment, primarily driven by performance across the Demand Generation and Branding product lines.

Cost of revenues

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Cost of revenues

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.

Cost of revenues for the six months ended June 30, 2026 was $99.7 million, representing an increase of $4.4 million, or 5%, compared to the six months ended June 30, 2025.

The increase was primarily driven by higher fulfillment costs.

A further $0.9 million relates to an increase in amortization, reflecting higher amortization of capitalized platform-related assets and $0.3 million in increased labor and related costs, consistent with increased activity levels.

Operating expenses and other

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Operating expenses:

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Other income (expense), net

Income tax benefit (expense)

Income tax benefit (provision)

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.

Selling and marketing expenses decreased by $7.3 million, or 10%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

The decrease was primarily driven by $5.6 million decrease

in labor and related costs post the company-wide restructuring and workforce reduction program initiated in August 2025 and a $3.8 million decrease in marketing spend.

This was partially offset by a $2.1 million increase in sales commissions, reflecting changes towards more performance‑based compensation.

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.

General and administrative expenses decreased by $2.5 million, or 6%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025.

The decrease was primarily driven by a $3.2 million decrease in professional fees, a $2.7 million reduction in staff-related costs driven by post-transaction synergies and organizational restructuring, and a $0.9 million decrease in property and office costs due to reduced office space requirements and associated lease obligations.

These were partially offset by a $2.9 million increase in information technology costs, primarily due to enhanced corporate technology infrastructure investments and increased cost allocations from centralized IT services.

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.

Product development costs increased by $1.6 million, or 30%, for the six months ended June 30, 2026 compared to the six months ended June 30, 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.

Depreciation expense increased by $0.1 million, or 7%, for the six months ended June 30, 2026 compared to the six months ended June 30, 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.

Amortization expense decreased by $1.6 million, or 4%, for the six months ended June 30, 2026 compared to the six months ended June 30, 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.

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

As a result of the impairment analysis in the six months ended June 30, 2026 and June 30, 2025, impairment charges of $45.0 million and $841.3 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 of the three month periods ended March 31, 2026 and March 31, 2025, indicating goodwill may be impaired.

No triggering event occurred in the three months ended June 30, 2026.

Accordingly, we conducted a quantitative impairment test of our goodwill at March 31, 2026, March 31, 2025 and June 30, 2025.

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

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

Restructuring expense (income) .

Restructuring income was $0.4 million for the six months ended June 30, 2026, compared to no restructuring expense (income) in the six months ended June 30, 2025.

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

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.

Acquisition and integration expenses increased by $0.2 million, or 1%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, based on levels of integration activities.

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.

For the six months ended June 30, 2026, the Company recognized an immaterial amount of remeasurement expense related to contingent consideration.

No contingent consideration remeasurement was recorded for the six months ended June 30, 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 expense on related party loans decreased $0.3 million, or 7%, in the six months ended June 30, 2026 compared to the six months ended June 30, 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 six months ended June 30, 2026 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.

Interest income decreased $0.8 million, or 88%, for the six months ended June 30, 2026 compared to the six months ended June 30, 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.

Other income for the six months ended June 30, 2026 was $1.4 million compared to the other expense of $8.3 million for the six months ended June 30, 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.

Additionally, the six months ended June 30, 2026 included a $1.8 million gain on the sale of certain intangible assets associated with the platform known as GDC Vault to Informa.

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.

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.

Income tax benefit for the six months ended June 30, 2026 was $13.4 million, an increase of $20.2 million compared to the income tax provision of $6.8 million in the six months ended June 30, 2025.

The effective tax rate was (12.6)% and 0.7% for the six months ended June 30, 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.

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 six months ended June 30, 2025.

Segment Analysis

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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

The table below presents Revenues and Segment Operating Income (Loss) for each reportable segment for the three months ended June 30, 2026 and 2025:

Three Months Ended June 30, 2026

Brand to Demand

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Quarter over quarter operating income (loss) change %

For the Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Brand to Demand

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Segment operating income (loss)

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

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

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

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

Brand to Demand segment revenues decreased by $1.5 million, or 2%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to a small decrease in our Demand Generation and Intent Data Product lines.

Segment operating income increased by $0.7 million, or 2%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, driven mainly by decreased labor and related costs.

Intelligence & Advisory segment revenues decreased by $2.3 million, or 7%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

The decrease was primarily driven by lower Research & Consulting services in the current period.

Segment operating income decreased by $1.8 million, or 19%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

The decrease primarily reflected the revenue decline, slightly offset by achieved indirect cost savings.

The table below presents Revenues and Segment Operating Income (Loss) for each reportable segment for the six months ended June 30, 2026 and 2025:

Six Months Ended June 30, 2026

Brand to Demand

Intelligence & Advisory

Segment operating income (loss)

Year over year revenue change $

Year over year revenue change %

Year over year operating income (loss) change $

Year over year operating income (loss) change %

Six Months Ended June 30, 2025

Brand to Demand

Intelligence & Advisory

Segment operating income (loss)

Brand to Demand segment revenues increased by $1.9 million, or 1%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

The increase was primarily driven by performance across the Demand Generation and Branding product lines.

Segment operating income increased by $6.2 million, or 9%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

The increase was primarily attributable to cost reductions in consulting and professional fees, as well as lower third party spend as well as other operating expenses resulting from post-transaction operational efficiencies, partially offset by increased labor and related costs.

Intelligence & Advisory segment revenues decreased by $3.5 million, or 5%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

The decrease was primarily attributable to lower Advisory revenues and Intelligence subscription revenue.

Segment operating income decreased by $1.2 million, or 6%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

The decrease primarily reflected the revenue decline, offset by lower variable costs associated with reduced Advisory project revenue and indirect cost savings achieved through operational efficiencies across the segment.

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.

At June 30, 2026, our cash and cash equivalents totaled $45.8 million.

The Company has a $250 million revolving line of credit with Informa, of which $129.9 million remains available as of June 30, 2026.

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

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

For the Three Months Ended March 31,

Net cash provided by (used in) operating activities

For the Six Months Ended June 30,

Net cash provided by operating activities

Net cash provided by (used in) investing activities

Net cash provided by (used in) financing activities

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 operating activities

Cash flows provided by operating activities for the six months ended June 30, 2026 was $3.3 million, a $10.4 million decrease in cash inflows compared to the operating cash inflow for the six months ended June 30, 2025.

The cash inflow for the six months ended June 30, 2026 was primarily driven by a decrease in accounts receivable of $12.4 million and an increase in contract liabilities of $11.9 million, partially offset by a decrease in accrued expenses and other current liabilities of $7.3 million, in operating lease net liabilities of $5.8 million and accounts payable of $3.1 million.

The cash inflow for the six months ended June 30, 2025 was primarily driven by an increase in income taxes payable of $29.5 million, contract liabilities of $15.2 million and related party payables of $13.2 million, partially offset by a decrease in accrued expenses and other current liabilities of $7.8 million, and an increase in related party receivables of $3.9 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.

Cash flows used in investing activities were $11.2 million and cash flows provided by investing activities were $67.9 million for the six months ended June 30, 2026 and 2025, respectively.

The outflows in the six months ended June 30, 2026 primarily resulted from increased intangible assets of $9.3 million.

The inflows in the six months ended June 30, 2025 reflected the sale of short-term investments of $76.8 million, partially offset by increased intangible assets of $8.5 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.

Cash flows provided by financing activities were $13.2 million and cash flows used in financing were $297.0 million for the six months ended June 30, 2026 and 2025, respectively.

The inflows in the six months ended June 30, 2026 were primarily from borrowings under the Credit Facility of $13.4 million.

The outflow for the six months ended June 30, 2025 was due to the repayment of convertible notes of $417.0 million and the repayment of borrowings under the Credit Facility of $15 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.

As of June 30, 2026 and December 31, 2025, Informa TechTarget did not have any significant off-balance sheet arrangements.

Cautionary Note Regarding Forward-Looking Statements

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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;

certain macroeconomic factors facing the global economy, including, 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.

5 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 2. Management’s Discussion and Analysis