10-Q

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TechTarget, Inc.

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)


	March 31, 2026			December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	47,711		$	40,626
Accounts receivable, net of allowance for credit losses of $1,019 and $1,168 respectively		66,370			83,819
Related party receivables		5,952			4,019
Prepaid taxes		11,379			11,329
Prepaid expenses and other current assets		16,535			15,592
Total current assets		147,947			155,385
Non-current assets:
Property and equipment, net		1,580			2,299
Goodwill		1,077			45,550
Intangible assets, net		705,552			725,525
Operating lease right-of-use assets		16,644			3,178
Deferred tax assets		3,373			3,360
Other non-current assets		1,687			2,011
Total non-current assets		729,913			781,923
Total assets	$	877,860		$	937,308
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	12,570		$	21,160
Related party payables		8,067			5,671
Contract liabilities		55,597			50,526
Operating lease liabilities		5,585			3,112
Accrued expenses and other current liabilities		17,899			22,572
Accrued compensation expenses		24,054			19,037
Income taxes payable		3,665			4,349
Contingent consideration		707			190
Total current liabilities		128,144			126,617
Non-current liabilities:
Operating lease liabilities		9,316			1,426
Other liabilities		6,265			6,008
Related party long-term debt		120,091			106,714
Deferred tax liabilities		88,985			100,664
Contingent consideration		513			1,260
Total non-current liabilities		225,170			216,072
Total liabilities	$	353,314		$	342,689
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; 72,308,235 shares issued and 72,291,454 shares outstanding at December 31, 2025		72			72
Treasury stock, at cost; 17,290 and 16,781 shares at March 31, 2026 and December 31, 2025, respectively		(705	)		(689	)
Additional paid-in capital		1,649,983			1,647,840
Accumulated deficit		(1,155,024	)		(1,084,243	)
Accumulated other comprehensive income		30,220			31,639
Total stockholders’ equity		524,546			594,619
Total liabilities and stockholders’ equity	$	877,860		$	937,308

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

TechTarget, Inc.

Unaudited Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

(in thousands, except per share data)


	For the Three Months Ended
	March 31, 2026			March 31, 2025
Revenues1	$	106,048		$	103,887
Cost of revenues1,2		(48,026	)		(44,160	)
Gross profit		58,022			59,727
Operating expenses:
Selling and marketing2		33,427			33,310
General and administrative1,2		18,830			24,284
Product development2		3,663			2,789
Depreciation		714			532
Amortization, excluding amortization of $3,116, and $2,473 included in cost of revenues		21,937			23,288
Impairment of goodwill		45,006			459,100
Restructuring expense (income)		(455	)		—
Acquisition and integration costs1		15,822			9,328
Remeasurement of contingent consideration		36			-
Total operating expenses		138,980			552,631
Operating loss		(80,958	)		(492,904	)
Related party interest expense		(2,134	)		(1,813	)
Interest income		52			826
Other income (expense), net		900			(3,094	)
Loss before provision for income taxes		(82,140	)		(496,985	)
Income tax benefit (provision)		11,359			(26,403	)
Net loss	$	(70,781	)	$	(523,388	)
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)		(1,419	)		3,990
Total comprehensive loss	$	(72,200	)	$	(519,398	)
Net loss per common share:
Basic		(0.98	)		(7.32	)
Diluted		(0.98	)		(7.32	)
Weighted average common shares outstanding:
Basic		72,293,292			71,465,493
Diluted		72,293,292			71,465,493

(1) Amounts include related party transactions as follows:
Revenues	$	208		$	224
Cost of revenues		10			277
General and administrative		5,773			6,279
Acquisition and integration costs		991			46


(2) Amounts include stock-based compensation expense as follows:
Cost of revenues	$	301		$	308
Selling and marketing		1,331			2,757
General and administrative		394			711
Product development		117			183

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

TechTarget, Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share and per share data)


	Common Stock
	Number of Shares		$0.001 Par Value		Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Income		Total Stockholders’ Equity
Balance, December 31, 2024		71,460,169		71		1,626,785		(75,937	)		20,935	$	1,571,854
Net loss		—		—		—		(523,388	)		—		(523,388	)
Other comprehensive income		—		—		—		—			3,990		3,990
Issuance of shares of common stock from RSU awards		25,012		—		—		—			—		—
Stock-based compensation		—		—		3,959		—			—		3,959
Balance, March 31, 2025		71,485,181	$	71	$	1,630,744	$	(599,325	)	$	24,925	$	1,056,415


	Common Stock				Treasury Stock
	Number of Shares		$0.001 Par Value		Number of Shares			Cost			Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance, December 31, 2025		72,308,235		72		(16,781	)		(689	)		1,647,840		(1,084,243	)		31,639		$	594,619
Net loss		—		—		—			—			—		(70,781	)		—			(70,781	)
Other comprehensive loss		—		—		—			—			—		—			(1,419	)		(1,419	)
Issuance of shares of common stock from RSU awards		5,191		—		—			—			—		—			—			—
Impact of net settlements		509		—		(509	)		(16	)		—		—			—			(16	)
Stock-based compensation		—		—		—			—			2,143		—			—			2,143
Balance, March 31, 2026		72,313,935	$	72		(17,290	)		(705	)	$	1,649,983	$	(1,155,024	)	$	30,220		$	524,546

TechTarget, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows (in thousands)


	For the Three Months Ended
	March 31,
	2026			2025
Operating Activities:
Net loss	$	(70,781	)	$	(523,388	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		714			532
Amortization		25,053			25,761
Allowance for credit losses		10			312
Operating lease expense		1,040			1,337
Stock-based compensation		2,143			3,959
Deferred tax provision		(11,679	)		(26,436	)
Impairment of goodwill		45,006			459,100
Fair value adjustment to debt		—			1,324
Loss on disposal of intangibles		218			—
Loss on disposal of property, plant and equipment		59			6
Net foreign exchange (gain)/loss		(2,314	)		2,976
Remeasurement of contingent consideration		36			—
Other		—			(332	)
Changes in operating assets and liabilities (net of the impact of acquisitions):
Accounts receivable		17,284			11,455
Prepaid expenses and other current assets		(2,886	)		(2,400	)
Related party receivables		(1,948	)		(2,177	)
Accounts payable		(8,603	)		(1,722	)
Income taxes payable		(622	)		52,969
Accrued expenses and other current liabilities		(4,867	)		(6,313	)
Accrued compensation expenses		5,110			(2,277	)
Operating lease liabilities with right of use		(1,999	)		(1,672	)
Contract liabilities		5,009			9,138
Contingent consideration		(43	)		—
Other assets (liabilities)		245			287
Related party payables		3,758			9,796
Net cash provided by (used in) operating activities		(57	)		12,235
Investing activities:
Purchases of property and equipment, and other capitalized assets		(53	)		(30	)
Purchases of intangible assets		(4,338	)		(4,383	)
Purchase of investments		—			(291	)
Acquisitions of businesses, net of acquired cash		(1,536	)		—
Sale of investments		—			76,795
Net cash provided by (used in) investing activities		(5,927	)		72,091
Financing activities:
Tax withholdings related to net share settlements		(16	)		—
Proceeds from related party long term debt		13,377			135,000
Contingent consideration settlement		(246	)		—
Repayment of convertible notes		—			(417,033	)
Net cash provided by (used in) financing activities		13,115			(282,033	)
Effect of exchange rate changes on cash and cash equivalents		(46	)		380
Net increase (decrease) in cash and cash equivalents		7,085			(197,327	)
Cash and cash equivalents at December 31		40,626			275,983
Cash and cash equivalents at March 31	$	47,711		$	78,656
Supplemental disclosure of cash flow information:
Cash paid for taxes, net	$	744		$	32
Cash paid for interest on related party long term debt	$	1,844		$	1,716
Schedule of non-cash investing and financing activities:
Lease modification - See Note 7. Leases for further information

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

TechTarget, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except share and per share data, where otherwise noted or instances where expressed in millions)

1. Business Overview and Basis of Presentation

Nature of business

TechTarget, Inc. (“Informa TechTarget” or the “Company”) together with its subsidiaries, is a leading business-to-business (“B2B”) growth accelerator, informing and influencing technology buyers and sellers globally.

The Transactions

On January 10, 2024, Informa 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”). Prior to the closing of the Transaction, Informa undertook certain restructuring transactions to separate the Informa Tech Digital Business. As of the closing date of the Transaction, the Informa Tech Digital Businesses was held directly or indirectly by Informa Intrepid Holdings Inc. (“Informa Intrepid”), a wholly owned subsidiary of Informa. The Transaction closed on December 2, 2024. Additionally, CombineCo paid each Former TechTarget shareholder as consideration for one common share of Former TechTarget (i) one share of CombineCo common stock and (ii) cash consideration of approximately $11.70 per share of Former TechTarget common stock (the “Merger” and, together with the Transaction, the “Transactions”). The Merger closed on December 2, 2024 (the “Acquisition Date”), with Informa then holding a 58% interest in CombineCo and Former TechTarget shareholders holding the remaining 42% interest in CombineCo. CombineCo changed its name to TechTarget, Inc. upon completion of the Merger.

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“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 and 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. The information included in these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 11, 2026.

2. Significant Accounting Policies

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Informa TechTarget bases these estimates on historical experience, the current economic environment, and on various other assumptions that are believed to be reasonable under the circumstances. However, uncertainties associated with these estimates exist and actual results may differ from these estimates.

Estimates and underlying assumptions reflected in these unaudited condensed consolidated financial statements are reviewed on an ongoing basis, with changes in estimates recognized in the period in which the estimates are revised and in any future periods affected. Significant estimates include assumptions associated with impairment considerations for goodwill and long-lived assets, estimating the fair value of contingent consideration, and the allocation of purchase price to intangible assets in business combinations.

Impairment of goodwill and long-lived assets

Informa TechTarget evaluates its long-lived assets, including property, equipment, and intangible assets, for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. Goodwill is tested for impairment at least annually, during the fourth quarter, or when events and circumstances indicate an impairment may have occurred.

Among the factors that could trigger an impairment review are a reporting unit’s operating results significantly declining relative to its operating plan or historical performance, competitive pressures, changes in the general markets in which it operates, and sustained declines in the Company's share price. In assessing goodwill for impairment, Informa TechTarget may first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If this assessment concludes that it is more likely than not that the fair value is more than the carrying value of a reporting unit, goodwill is not considered impaired and any quantitative goodwill impairment test is not required to be performed.

If the qualitative impairment assessment concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, Informa TechTarget performs the quantitative goodwill impairment test, which compares the fair value of the 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.

If the estimated fair value of a reporting unit is less than the carrying value, Informa TechTarget will record an impairment of goodwill for the amount to which the carrying value exceeds fair value. Determination of fair value is based on significant assumptions and estimates, including projected cash flows, forecasted revenue growth rates and EBITDA margin, discount rates, net working capital rates, long-term growth rates, tax rates and capital expenditure rates.

The Company also considers whether there is an expectation that a long-lived asset will be sold or disposed of before the end of its originally estimated useful life. Recoverability of assets held and used is measured by comparing the asset group’s carrying amount and the estimated undiscounted future net cash flows expected to be generated by the asset group. If such evaluation indicates that the carrying amount of the asset group is not recoverable, an impairment loss will be recorded based on the amount by which the carrying value exceeds the fair value. The Company did not 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.

See Note 4. Goodwill for further information.

Accounts receivable and allowance for credit losses

Accounts receivable are recognized at the amount Informa TechTarget expects to collect, net of allowance for doubtful accounts. The allowance for doubtful accounts is Informa TechTarget’s best estimate of the amount of probable credit losses in its existing accounts receivable. The allowance for doubtful accounts is reviewed on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are written-off against the allowance once all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for credit losses is recorded in general and administrative expense.

Payment terms and conditions vary by contract type, although terms generally include a requirement of payment in 30 days. In instances where the timing of revenue recognition differs from the timing of invoicing, Informa TechTarget has determined that its contracts generally do not include a significant financing component. The primary purpose of Informa TechTarget’s invoicing terms is to provide clients with simplified and predictable ways of purchasing products and services, such as invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period, and not to receive financing from clients.


Allowance for credit losses
Balance as of December 31, 2025	$	1,168
Addition to (release of) provision		10
Write-off		(159	)
Balance as of March 31, 2026	$	1,019


Allowance for credit losses
Balance as of December 31, 2024	$	907
Addition to (release of) provision		410
Write-off		(98	)
Balance as of March 31, 2025	$	1,219

Segment reporting

In applying the criteria set forth in ASC 280, Segment Reporting, Informa TechTarget has determined it operates as two operating and reportable segments: Intelligence & Advisory (“I&A”) and Brand to Demand (“B2D”). Informa TechTarget’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer, who reviews key financial information of the Company’s segments for the purpose of making operating decisions, allocating resources, and evaluating financial performance. Prior to the first quarter of 2026, the Company operated as one operating and reportable segment. See further discussion at Note 13, Segments.

Net loss per share

Basic income (loss) per share is determined by dividing net income (loss) by the weighted average common shares outstanding during the period. Diluted income (loss) per share is determined by dividing net income (loss) by diluted weighted average shares outstanding during the period. Diluted weighted average shares reflect the dilutive effect, if any, of potential common shares. 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:


	For the Three Months Ended
	March 31, 2026			March 31, 2025
Net loss	$	(70,781	)	$	(523,388	)

Weighted average shares outstanding		72,293,292			71,465,493

Loss per share
Basic:	$	(0.98	)	$	(7.32	)
Diluted:	$	(0.98	)	$	(7.32	)

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

Accounting pronouncements issued but not yet effective

The Financial Accounting Standards Board issued the following Accounting Standards Updates (“ASUs”) which are not yet effective:

•

ASU 2024-03 — Disaggregation of Income Statement Expenses (Subtopic 220-40): Requires disaggregated disclosure, in the notes to the financial statements, of prescribed categories of expenses within relevant income statement captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. The new standard may be applied either on a prospective or retrospective basis. Informa TechTarget is currently evaluating the impact this ASU will have on its consolidated financial statements, but does not expect it to have a material impact.

•

ASU 2025-06 - Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): 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. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and interim periods within fiscal years beginning after December 15, 2028.

Early adoption is permitted. The new standard may be applied either on a prospective or retrospective basis. Informa TechTarget is currently evaluating the impact this ASU will have on its consolidated financial statements.

3. Revenues

Disaggregation of revenue

Revenues by Categories:


	For the Three Months Ended
	March 31, 2026		March 31, 2025
Marketing, advertising services, and sponsorship	$	75,517	$	72,283
Intelligence subscription services		18,657		18,846
Advisory services		11,781		12,546
Exhibitor and attendee		93		212
Total revenue	$	106,048	$	103,887

During each of the three months ended March 31, 2026 and 2025, no individual customer accounted for 10% or more of total revenues and no customer represented 10% or more of total accounts receivable. Within the above disaggregation of revenue, Marketing, advertising services, and sponsorship and Exhibitor and attendee revenues primarily relate to the Company’s B2D segment; and Intelligence subscription services and Advisory services primarily relate to the Company’s I&A segment.

Contract liabilities

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

Long-lived assets by geographic area

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


	As of
	March 31, 2026		December 31, 2025
United States	$	15,141	$	1,943
United Kingdom		594		722
Japan		821		962
China		889		977
Rest of World		779		873
Total	$	18,224	$	5,477

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 States accounted for 10% or more of Informa TechTarget’s long-lived assets as of March 31, 2026. No individual country outside of the United States, the United Kingdom, Japan, and China accounted for 10% or more of Informa TechTarget’s long-lived assets as of December 31, 2025.

4. Goodwill

The following table represents a roll forward of goodwill balances:


Balance as of December 31, 2025	$	45,550
Additions	$	679
Impairment		(45,006	)
Effect of exchange rate changes		(146	)
Balance as of March 31, 2026	$	1,077

As of March 31, 2026, the gross carrying amount and accumulated impairment losses of goodwill were $1,183.6 million and $1,182.5 million, respectively. As of March 31, 2026, the net carrying amount of goodwill was $1.1 million.

Goodwill impairment test

The Company tests whether goodwill is impaired at least annually, during the fourth quarter, or when events and circumstances indicate an impairment may have occurred (a “triggering event”). The Company identified a sustained decline in share price during the first quarter of 2026 that, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, constituted an impairment triggering event for all reporting units. Accordingly, Informa TechTarget performed a quantitative goodwill impairment assessment on its reporting units using the key assumptions in the fair value calculations noted below. During the first quarter of 2026, the Company made changes to its organizational structure to take advantage of the combined product offering portfolio that resulted from the Transactions. These changes impacted the Company’s reporting units. Prior to the reorganization, the Company operated in five reporting units: Canalys, Industry Dive, NetLine, Bluefin Legacy and legacy TechTarget. Subsequent to the reorganization, the Company operates in two reporting units: Brand to Demand (“B2D”) and Intelligence & Advisory (“I&A”). The Company completed a quantitative assessment of goodwill as of March 31, 2026 on both a pre- and post- reorganization basis.

•

Projected cash flows: Management used a two-stage valuation approach to project impairment test cash flows, which included key assumptions of forecasted revenue growth rate and EBITDA margin. Forecasts for the first stage and second 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. The first stage consisted of approved projected financial information for a period of three years, 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 was estimated using the H‑Model. The H‑Model is typically applied to a subject company where the explicit forecast period reflects the company’s earlier stage of development. The H‑Model is a two‑stage growth model with an initial high‑growth rate stage, followed by a perpetual normalized growth stage. The growth rate in the initial high growth phase was set equal to the revenue growth rate in the reporting unit’s final discrete period, and declines linearly over a 3 year period to reach the stable growth rate in the long‑term.

•

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

•

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

These estimates can be affected by several factors, including general economic, industry, and regulatory conditions; the risk-free interest rate environment; 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. After the impairments, the B2D and I&A reporting units had no goodwill remaining and remaining goodwill of $1.1 million, respectively. During the three months ended March 31, 2025, Informa TechTarget recognized impairment charges, on a pre-reorganization basis, related to its Canalys, Industry Dive, Bluefin Legacy and legacy TechTarget reporting units of $19.7 million, $127.4 million, $123.5 million and $188.5 million, respectively.

Fair value assessments of a reporting unit are considered a Level 3 measurement due to the significance of unobservable inputs used in their estimate. For the three months ended March 31, 2026, the discount rate used in the impairment test for the reporting units ranged from 21.5% to 25.5% under both the pre- and post-reorganization assessments.

5. Business Combination

2026 acquisition

In March 2026, the Company acquired certain assets and liabilities of Clickz Media Ltd and Myguides Ltd (collectively “Clickz”) for a purchase price of $1.1 million GBP cash ($1.5 million USD) and has included the financial results of Clickz in its consolidated financial statements from March 1, 2026, the date of acquisition. The transaction was not material to the Company and the costs associated with the acquisition were not material. The Company accounted for the transaction as a business combination under ASC 805 - Business Combinations. In allocating the purchase consideration based on estimated fair values, the Company recorded $0.7 million of goodwill, and $0.9 million of net assets including intangible assets of $1.1 million. The goodwill is not deductible for tax purposes. The goodwill was subsequently written off in connection with the Company’s March 31, 2026 goodwill impairment assessment, as discussed at Note 4, Goodwill. The pro forma impact of the acquisition was not material to the Company's historical unaudited interim condensed consolidated operating results and is therefore not presented.

2025 acquisition

In August 2025, the Company acquired certain assets and liabilities of Tech Research Pty Ltd and Tech Research Asia (collectively “TRA”) for a purchase price of $1.9 million, comprising $1.4 million of cash and contingent consideration with an estimated fair value of $0.5 million, and has included the financial results of TRA in its consolidated financial statements from August 1, 2025, the date of acquisition. The transaction was not material to the Company and the costs associated with the acquisition were not material. In allocating the purchase consideration based on estimated fair values, the Company recorded $1.0 million of goodwill, and $0.9 million of net assets including intangible assets of $0.9 million. The goodwill is not deductible for tax purposes. The pro forma impact of the acquisition was not material to the Company's historical unaudited interim condensed consolidated operating results and is therefore not presented.

6. Intangible Assets

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


			As of March 31, 2026
	Weighted average remaining useful life (years)		Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships database		13.96	$	611,592	$	(160,967	)	$	450,625
Brands and trademarks	13.42			174,523		(37,801	)		136,722
Intellectual property	5.73			159,788		(68,910	)		90,878
Internal-use software		3.20		41,359		(14,032	)		27,327
Total intangible assets			$	987,262	$	(281,710	)	$	705,552


			As of December 31, 2025
	Weighted average remaining useful life (years)		Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships database		14.17		610,709		(145,588	)		465,121
Brands and trademarks	13.67		$	174,479	$	(35,148	)	$	139,331
Intellectual property	5.95			159,989		(64,342	)		95,647
Developed technology		1.67		527		(309	)		218
Internal-use software		3.24		37,197		(11,989	)		25,208
Total intangible assets			$	982,901	$	(257,376	)	$	725,525

Amortization expense for intangible assets was $25.1 million and $25.7 million during the three months ended March 31, 2026 and 2025, respectively. Informa TechTarget capitalized internal-use software of $4.3 million and $4.4 million during the three months ended March 31, 2026 and 2025, respectively.

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


Years Ending December 31:	Amortization Expense
2026 (April 1 - December 31)	$	78,230
2027		95,239
2028		82,880
2029		77,709
2030		68,530
Thereafter		302,964
	$	705,552

7. Leases

Informa TechTarget determines if any arrangement is, or contains, a lease at its inception based on whether or not Informa TechTarget has the right to control the asset during the contract period. Informa TechTarget is a lessee in any lease contract when Informa TechTarget obtains the right to control the asset. Informa TechTarget’s leases are comprised of property related leases.

Informa TechTarget determines the lease term by assuming the exercise of renewal options that are reasonably certain to be exercised. The Company has leases with renewal options within its portfolio and includes the renewal periods in the lease term if it is reasonably certain to be exercised. Leases with a lease term of 12 months or less at inception are not reflected in Informa TechTarget’s consolidated balance sheets and those lease costs are expensed on a straight-line basis over the respective term. For leases with a term greater than 12 months, operating lease right-of-use (ROU) assets are presented within non-current assets, the current portion of operating lease liabilities are presented within current liabilities and the non-current portion of operating lease liabilities are presented within non-current liabilities on the consolidated balance sheets.

ROU assets represent Informa TechTarget’s right to use an underlying asset during the lease term and the lease liabilities represent Informa TechTarget’s obligation to make the lease payments arising during the lease. ROU assets and lease liabilities are recognized at commencement date based on the net present value of fixed lease payments over the lease term. As the implicit interest rate in the leases is generally not known, Informa TechTarget uses an incremental borrowing rate as the discount rate for purposes of determining the present value of lease liabilities. Where a discount rate is not implicit in the lease, Informa TechTarget calculates an incremental borrowing rate reflecting the risk profile of the underlying asset and the term of the lease length. The determination of the incremental borrowing rate takes into consideration the expected term of the lease, the effect of the currency in which the lease is denominated, and the rate of interest Informa TechTarget expects to incur on a collateralized debt instrument.

In October 2025, Informa TechTarget amended its global headquarters lease in Newton, Massachusetts. As a result of the lease modification, during the three months ended March 31, 2026, the Company recorded a $14.1 million ROU asset, an $8.5 million non-current operating lease liability, a $3.5 million current operating lease liability and $2.1 million to prepaid expenses and other current assets.

Operating lease expense is recognized on a straight-line basis over the lease term. During the three months ended March 31, 2026 and 2025, operating lease costs were $1.0 million and $1.3 million, respectively. Expenses associated with short-term leases were $2.5 million and $2.4 million for the three months ended March 31, 2026 and 2025, respectively. There were no material expenses associated with variable leases for the three months ended March 31, 2026 and 2025, respectively.

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


	As of
	March 31, 2026		December 31, 2025
Operating lease right-of-use assets	$	16,644	$	3,178
Current operating lease liabilities	$	5,585		3,112
Non-current operating lease liabilities		9,316		1,426
Total operating lease liabilities	$	14,901	$	4,538

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


	As of
	March 31, 2026			December 31, 2025
Weighted-average years remaining lease term — operating leases		4.2			1.4
Weighted-average discount rate — operating leases		4.2	%		5.7	%

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



	Minimum Lease
Years ending December 31:	Payments
2026 (April 1 - December 31)	$	5,461
2027		2,461
2028		1,610
2029		1,240
2030		1,274
Thereafter		7,372
Total future minimum lease payments		19,418
Less imputed interest		(4,517	)
Total operating lease liabilities	$	14,901

8. Convertible Notes and Credit Facility

Convertible Notes

Upon the Merger, the Company assumed Former TechTarget's convertible notes, which were comprised of $3.0 million principal amount of outstanding 2025 Notes and $414.0 million principal amount of outstanding 2026 Notes.

On January 24, 2025, Informa TechTarget completed the repurchase of substantially all of its 2025 Notes and 2026 Notes using proceeds of borrowings under the Credit Facility (as defined below), together with cash on hand and cash from the liquidation of short-term investments. Upon repurchase, Informa TechTarget paid approximately $417.0 million principal amount outstanding together with an immaterial amount of accrued interest on the 2025 Notes.

Informa Revolving Credit Facility

Informa TechTarget has a $250.0 million unsecured five-year revolving credit facility (the “Credit Facility”) with Informa Group Holdings Limited, an affiliate of Informa. Amounts may be drawn under the Credit Facility through the earlier of December 2, 2029, or the termination of the commitments thereunder, if applicable. Up-front lender fees and debt issuance costs were capitalized and included in prepaid expenses and other current assets and are amortized on a straight-line basis over the availability period.

Recurring fees incurred, as noted below, are expensed as incurred. When drawn, Informa TechTarget has the right to elect the interest rate with respect to such borrowings at either an alternate base rate (“ABR”) or the secured overnight financing rate (“SOFR”) plus an interest rate margin based on Informa TechTarget’s Consolidated Total Net Leverage Ratio. Further, Informa TechTarget retains the right to vary the interest rate of drawn borrowings between ABR and SOFR, and the interest rate may automatically be converted upon the occurrence of certain events. The interest rate margin varies from 1.50% to 2.00% for ABR borrowings and 2.50% to 3.00% for SOFR borrowings. The Credit Facility involves customary funding fees and commitment fees, which range from 0.30% to 0.50% based on the amount of average daily unused commitments thereunder.

Borrowings under the Credit Facility may be prepaid by Informa TechTarget at any time without premium or penalty. Amounts drawn and repaid may be reborrowed. Informa TechTarget may be required to prepay borrowings under the Credit Facility upon an Event of Default (as defined within the Credit Facility) or if borrowings thereunder exceed the commitment amount. Additionally, upon the occurrence and continuance of an Event of Default, overdue payments accrue interest at the rate initially applicable thereto plus default interest of 2.00%.

Borrowings under the Credit Facility are unsecured. The Credit Facility is guaranteed by Informa TechTarget’s existing and future material wholly-owned domestic subsidiaries, including Former TechTarget, subject to customary exceptions. 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, drawn under the Credit Facility. Informa TechTarget borrowed $13.4 million under the Credit Facility during the three months ended March 31, 2026.

9. Restructuring expense (income)

During August 2025, the Company implemented a restructuring and workforce reduction program (the “Restructuring Plan”) designed to improve operational efficiency and reduce costs. The program included both voluntary and involuntary employee terminations, as well as modifications to equity awards for certain affected employees. The accounting treatment of severance benefits and related expenses was determined based on the nature of the termination arrangement and the applicable accounting guidance.

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


	Compensation and Benefits
Balance as of December 31, 2025	$	2,919
Expense (Income)		(455	)
Payments/Settlements		(1,936	)
Balance as of March 31, 2026	$	528

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

As part of the severance arrangements, certain employees received accelerated vesting of RSUs. Additionally, certain RSUs were deemed to have been modified. The Company measured the incremental fair value of the modified awards on the modification date using appropriate valuation techniques.

10. Stock-Based Compensation

2017 Stock Option and Incentive Plan

The TechTarget, Inc. 2017 Stock Option and Incentive Plan (the “2017 Plan”) became effective June 16, 2017. 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. Shares of stock underlying awards of restricted stock units are not issued until the units vest.

No new awards may be granted under the 2017 Plan; however, 502,299 shares of common stock remain available for issuance under the 2017 Plan in connection with restricted stock units previously awarded under the 2017 Plan.

2024 Incentive Plan

In September 2024, Former TechTarget’s board of directors, as well as the Company’s then current board of directors, approved the 2024 Incentive Plan (the “2024 Plan”), which was approved by the stockholders of Former TechTarget in conjunction with their approval of the Merger agreement and became effective on the Acquisition Date. On December 2, 2024, 6,366,171 shares of Informa TechTarget’s common stock were reserved for issuance under the 2024 Plan and, generally, shares that are forfeited or canceled from awards under the 2024 Plan also will be available for future awards. Under the 2024 Plan, Informa TechTarget may grant restricted stock and restricted stock units, non-qualified stock options, stock appreciation rights, performance awards, and other stock-based and cash-based awards. Grants vest in equal annual tranches over a three-year period. Shares of stock underlying awards of restricted stock units are not issued until the units vest. 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.

2024 Employee Stock Purchase Plan

In September 2024, Former TechTarget’s board of directors adopted the TechTarget, Inc. 2024 Employee Stock Purchase Plan (the “ESPP” and, together with the 2017 Plan and the 2024 Plan, the “Informa TechTarget Plans”), which became effective on the Acquisition Date, at which time 1,400,000 shares of Informa TechTarget’s common stock were reserved for issuance under the ESPP. There was no activity under the ESPP during 2025, and no activity has occurred to date in 2026. The ESPP offers eligible participants the opportunity to purchase shares of Informa TechTarget common stock over a twelve-month offering period, which consists of two consecutive six-month purchase periods. Employees may purchase a limited amount (up to $25,000) of shares of the Company’s common stock under the ESPP at a discount of up to 15% of the lesser of the market value of the common stock at either (a) the beginning of the six-month purchase period during which the shares of Informa TechTarget common stock are purchased or (b) the end of such six-month purchase period. As of March 31, 2026, 1,400,000 shares of common stock remain available for issuance under the ESPP.

Informa incentive plans

Certain employees of Informa TechTarget were and continue to be eligible to participate in the following plans issued by Informa: the Long-Term Incentive Plan, ShareMatch, and the US Employee Share Purchase Plan (collectively, the “Parent Plans”). As Informa TechTarget participates in but is not the sponsoring entity of these Parent Plans, no shares for these Parent Plans have been allocated to Informa TechTarget. Any expense resulting from participation in the Plans is included in the consolidated statements of income (loss) and comprehensive income (loss).

Accounting for stock-based compensation

Stock-based compensation expense is recognized based on the estimated fair value of the awards under ASC 718, Compensation — Stock Compensation. The fair value of awards granted under the Informa TechTarget Plans or the Parent Plans is based on either Informa TechTarget's or the Parent’s common stock, depending on the plan under which the awards were granted. The Company applies an estimated annual forfeiture rate based on historical averages in determining the expense recorded in each period.

Restricted stock unit (RSU) awards

Restricted stock unit awards are valued at the market price of a share of Informa TechTarget’s common stock on the date of the grant. A summary of the restricted stock unit award activity under Informa TechTarget’s 2017 Plan and 2024 Plan for the three months ended March 31, 2026 is presented below:


	Shares			Weighted- Average Grant Date Fair Value Per Share		Aggregate Intrinsic Value
Nonvested outstanding at December 31, 2025		1,184,653		$	18.13	$	6,397,126
Granted		—			—
Vested		(6,683	)		31.54
Forfeited		(87,318	)		18.41
Nonvested outstanding at March 31, 2026		1,090,652		$	18.03	$	4,231,730

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.

11. Income Taxes

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.

12. 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, drawn in revolving loans under the Credit Facility. Informa TechTarget borrowed $13.4 million under the Credit Facility during the three months ended March 31, 2026.

Interest expense

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


	For the Three Months Ended March 31,
	2026		2025
Interest expense on related party debt	$	2,134	$	1,813

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

Related party receivables and payables

Informa TechTarget has receivables and payables with the Parent arising from transactions entered into in the ordinary course of business with the Parent, such as related party sales, shared and corporate cost recharges, including payroll and employee related costs, acquisition and integration costs and central operating costs.

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


	As of
	March 31, 2026		December 31, 2025
Related party receivable	$	5,952	$	4,019
Related party payables	$	8,067	$	5,671

Settlement patterns of related party payables vary from transaction to transaction and are repaid on a non-routine basis. Changes in related party receivables and payables are presented in operating activities in the unaudited condensed consolidated statement of cash flows.

Service agreements

In connection with the Merger, Informa TechTarget entered into a transitional service agreement with Informa Group Limited to receive certain business support services for generally up to 18 months after the closing for an initial monthly fee which approximated $2.0 million and decreases over the course of the agreement. These services include, but are not limited to, IT services, accounting & financial services, HR & payroll services, property services, and business support services. In connection with the Merger, Informa TechTarget also entered into various arrangements with employees of the Parent and its subsidiaries, 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.

13. Segments

In connection with the Transactions, during the first quarter of 2026, the Company made changes to its organizational structure to take advantage of the combined product offering portfolio. These changes did not impact the Company’s consolidated financial statements, but did impact its reportable segments. The Company has determined that it operates in two operating and reportable segments: Brand to Demand (“B2D”) and Intelligence & Advisory (“I&A”). Prior to the first quarter of 2026, the Company operated as one operating and reportable segment. Segment information for the comparative prior year period has been recast to reflect the two operating and reportable segments.

The B2D segment primarily generates revenues through the provision of products and services that help clients raise awareness for their brand, establish thought leadership in the marketplace, build consideration and ultimately generate demand for sales. All of the Company's B2D products and services are underpinned by a depth of market expertise and experience and a wealth of proprietary market and permissioned membership data that enables the creation of custom content offerings, and the ability to comprehensively analyze purchase intent data from actively engaged enterprise technology and business professionals. The clients and users of the Company's B2D segment products and services are primarily product marketers, brand markets, demand markers, partner marketers, industry marketers, field marketers and field sales.

The I&A segment primarily generates revenues through the provision of products and services that inform and shape the corporate strategy, market strategy, product strategy and go-to market strategy of our clients. All of our I&A products and services are underpinned by a depth of market expertise and experience and a wealth of proprietary market and permissioned membership data that enables the creation of market intelligence data and analysis and strategy and go-to-market strategy advisory. The clients and users of our I&A segment products and services are primarily corporate strategy & development, strategic business development, product managers and product marketers.

The segments represent components of the Company for which separate financial information is available that is utilized by the CODM (Chief Executive Officer) in determining how to make operational decisions, allocate resources and evaluate performance. The segments are determined based on several factors, including homogeneity of products, delivery channels, client base, and go to market strategy. The CODM considers both budget to actual results, as well as actual to actual variances, when evaluating the performance of, and allocating resources to, each of the segments, as well as in developing certain compensation recommendations.

Segment expenses include the expenses of each segment organization that are reviewed by the CODM, and exclude unallocated corporate and administrative costs, depreciation, amortization, goodwill impairment, restructuring expense (income), acquisition and integration expenses, and remeasurement of contingent consideration. The accounting policies used by the segments are the same as those used in the consolidated financial statements. The CODM does not review or evaluate assets as part of segment performance. Accordingly, the Company does not identify or allocate assets by reportable segment.

The following tables present selected segment information as described above:


Three Months Ended March 31, 2026	Brand to Demand			Intelligence & Advisory			Total Segments
Revenue	$	75,191		$	30,857		$	106,048
Direct expenses (1)		(13,712	)		(1,940	)		(15,652	)
Indirect expenses (2)		(26,148	)		(19,262	)		(45,410	)
Segment operating income	$	35,331		$	9,655		$	44,986


Three Months Ended March 31, 2025	Brand to Demand			Intelligence & Advisory			Total Segments
Revenue	$	71,790		$	32,097		$	103,887
Direct expenses (1)		(11,812	)		(3,019	)		(14,831	)
Indirect expenses (2)		(26,417	)		(20,015	)		(46,432	)
Segment operating income	$	33,561		$	9,063		$	42,624

(1)

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

(2)

Indirect expenses in both operating segments reflect costs not directly attributable to revenue generation. These consist primarily of salaries and other personnel-related costs, office and facility expenses and related overheads, accounting, legal and other professional fees, and product development expenditures. For the three months ended March 31, 2026, indirect expenses include depreciation and amortization expense of $0.8 million in the B2D segment, and $0.1 million in the I&A segment. For the three months ended March 31, 2025, indirect expenses include depreciation and amortization expense of $0.3 million in the B2D segment and $0.2 million in the I&A segment.

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


	For the Three Months Ended
	March 31, 2026			March 31, 2025
Segment operating income	$	44,986		$	42,624
Unallocated direct expenses (1)		(3,023	)		(1,079	)
Unallocated indirect expenses (2)		(37,636	)		(40,239	)
Unallocated depreciation		(638	)		(299	)
Unallocated amortization		(24,238	)		(25,483	)
Impairment of goodwill		(45,006	)		(459,100	)
Restructuring (expense) income		455			—
Acquisition and integration costs		(15,822	)		(9,328	)
Remeasurement of contingent consideration		(36	)		—
Reported operating loss		(80,958	)		(492,904	)
Related party interest expense		(2,134	)		(1,813	)
Interest income		52			826
Other income (expense), net		900			(3,094	)
Loss before provision for income taxes	$	(82,140	)	$	(496,985	)

(1)

Unallocated direct expenses include selected marketing and promotional costs, commissions, travel and entertainment expenses, allowance for credit losses, and other similar items that are not attributable to individual operating segments. Accordingly, these expenses are excluded from the assessment of segment performance.

(2)

Unallocated indirect expenses primarily include personnel and related costs of central functions, facility and related overhead expenses, and accounting, legal, and other professional fees. These costs are not considered in assessing operating segment performance.

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.

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

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.

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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.

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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.

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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

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:

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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. 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.

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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.

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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 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.

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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%

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

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

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.

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	%)

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	%)

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

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.


Delaware	99-2218610
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

275 Grove Street Newton, Massachusetts	02466
(Address of principal executive offices)	(Zip Code)


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 Par Value	TTGT	Nasdaq Global Market


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐


PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	4
	Unaudited Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025	5
	Unaudited Condensed Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2026 and 2025	6
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	7
	Unaudited Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Result of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	37

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 5.	Other Information	41
Item 6.	Exhibits	42
	Signatures	43


		Incorporated by Reference
Exhibit Number	Exhibit Description	Filed Herewith	Form	Exhibit	Filing Date	Registration/File No.
*2.1	Agreement and Plan of Merger, dated as of January 10, 2024, by and among TechTarget, Inc., Toro CombineCo, Inc., Toro Acquisition Sub, LLC, Informa PLC, Informa US Holdings Limited, and Informa Intrepid Holdings Inc.		8-K	2.1	1/11/2023	001-33472
3.1	Amended and Restated Certificate of Incorporation of the Registrant, dated December 2, 2024.		8-K	3.2	12/06/2024	001-42428
3.2	Amended and Restated Bylaws of the Registrant, dated December 2, 2024.		8-K	3.3	12/06/2024	001-42428
31.1	Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(A) And 15d-14(A), As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002	X
31.2	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(A) And 15d-14(A), As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002	X
32.1	Certification by Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS	Inline eXtensible Business Reporting Language (XBRL) Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.	X
101.SCH	Inline XBRL Taxonomy Extension Schema Document	X
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)	X


		TECHTARGET, INC.

Date:	May 7, 2026	By:	/s/ Gary Nugent
			Gary Nugent
			Chief Executive Officer and Director
			(principal executive officer)

Date	May 7, 2026	By:	/s/ Daniel T. Noreck
			Daniel T. Noreck
			Chief Financial Officer and Treasury
			(principal financial and accounting officer)