FORR 10-K & 10-Q changes, risk factors and insider trading

Our Business May be Adversely Affected by the Economic Environment. Our business is in part dependent on technology spending and is impacted by economic conditions such as inflation, slowing growth, risingchanges in interest rates, trade policies and tariffs, threat of recession and supply chain issues that may impact us and our customers. The economic environment may materially and adversely affect demand for our products and services. If conditions in the United States and the global economy were to lead to a decrease in technology spending, or in demand for our products and services, this could have an adverse effect on our results of operations and financial condition. Although we do not have any employees or material client relationships in Russia or Ukraine and only a limited presence in the Middle East, the conflictconflicts between Russia and Ukraine andUkraine, between Israel and GazaGaza, and between United States and Iran, may cause negative effects on both the United States and the global economy that could materially and adversely affect our business.

The Use of Generative AI in our Business and by Our Clients and Competitors Could Negatively Affect our Business and Reputation. In October of 2023, we introduced Izola,Forrester AI (formerly Izola), a generative AI tool that allows our clients to query our research database. We are also in the process of implementing various other generative AI initiatives within our company. While we believe that generative AI technologies offer significant opportunities, they are rapidly evolving and the integration of generative AI technologies into our and our vendors’ systems (potentially without the vendor disclosing such use to us) poses novel risks that could result in negative consequences to our business, reputation and financial results. These risks include the potential for factual errors or inaccuracies, unintentional distribution of confidential information, ethical concerns, data privacy or security risks, customers not accepting our AI solution or the technologies we use in connection with our AI solution, and risks related to intellectual property rights. In addition, third parties may be able to use generative AI to compete with and reduce demand for our products and services or may load our proprietary research into large language models in violation of our terms of use, which could reduce the value of our services and our ability to protect our intellectual property.

The Ability to Attract and Retain Qualified Professional Staff. Our future success will depend in large measure upon the continued contributions of our senior management team, research professionals, consultants, and experienced sales and marketing personnel. Thus, our future operating results will be largely dependent upon our ability to retain the services of these individuals and to attract additional professionals from a limited pool of qualified candidates. This need is accentuated by actions we have taken to reduce our overall employee population, as announced in January and May 2023, February 20242024, January 2025, and JanuaryFebruary 2025.2026. Our future success will also depend in part upon the effectiveness of our sales leadership in hiring and retaining sales personnel and in improving sales productivity. We experience competition in hiring and retaining professionals from developers of Internet and emerging-technology products, other research firms, management consulting firms, print and electronic publishing companies, and financial services companies, many of which have substantially greater ability, either through cash or equity, to attract and compensate professionals. If we lose professionals or are unable to attract new talent, we will not be able to maintain our position in the market or grow our business.

Our Business With the U.S. Government is Subject to Government Contracting Risks. Our business with government agencies, including sales to prime contractors that supply these agencies, is subject to government contracting risks. U.S. government contracts are subject to the approval of appropriations by the U.S. Congress to fund the agencies contracting for our services and are subject to termination by the government, either for the convenience of the government or for default as a result of our failure to perform under the applicable contract. In addition, if we were charged with wrongdoing with respect to a U.S. government contract, the U.S. government could suspend us from bidding on or receiving awards of new government contracts pending the completion of legal proceedings, and if we are found liable, weit could subject us to fines, penalties, repayments and treble and other damages, and/or debarment from bidding on or receiving new awards of U.S. government contracts. Should appropriations for the various agencies that contract with us be curtailed, or should our government contracts be terminated for convenience or otherwise, we may experience a significant loss of revenues.

We Have Outstanding Debt Which Could Materially Restrict our Business and Adversely Affect our Financial Condition, Liquidity, and Results of Operations. In December of 2021, we entered into an amendment of our existing credit agreement to eliminate our term loan facility, increase the available amount of our revolving credit facility to $150.0 million, and extend the maturity date to December 2026 (as so amended, “the Facility”). As of December 31, 2024,2025, we had outstanding debt of $35.0 million under our revolving credit facility. On March 12, 2026, we executed a third amendment of our credit facility that, among other changes, extended the Facilitymaturity date from December 2026 to March 2029 (refer to Note 5 – Debt and Note 17 – Subsequent Event in the Notes to Consolidated Financial Statements for further information). The obligations incurred under this Facility could impair our future financial condition and operating results. In addition, the affirmative, negative, and financial covenants of the Facility could limit our future financial flexibility. A failure to comply with these covenants could result in acceleration of all amounts outstanding, which could materially impact our financial condition unless accommodations could be negotiated with our lenders. No assurance can be given that we would be successful in doing so, or that any accommodations that we were able to negotiate would be on terms as favorable as those currently. The outstanding debt may limit the amount of cash or additional credit available to us, which could restrain our ability to expand or enhance products and services, respond to competitive pressures or pursue future business opportunities requiring substantial investments of additional capital.

As a result, our operating results in future quarters may be below the expectations of securities analysts and investors, which could have an adverse effect on the market price for our common stock. Factors such as announcements of new products, services, offices, acquisitions or strategic alliances by us, our competitors, or in the research and professional services industries generally, may have a significant impact on the market price of our common stock. The market price for our common stock may also be affected by movements in prices of stocks in general.

Privacy and Other Laws. Privacy laws and regulations, and the interpretation and application of these laws and regulations, in the U.S, Europe and other countries around the world where we conduct business are sometimes inconsistent and frequently changing. This includes, but is not limited to, the European Union General Data Protection Regulation (GDPR), the California Consumer Privacy Act (as amended by the California Privacy Rights Act (the "CCPA")) and other similar laws in a number of U.S. states which require, among other things, covered companies to provide disclosure to consumers about such companies’ data collection, use and sharing practices, provide such consumers ways to make requests about their personal information, including requests to delete their personal information, to know what information a company has about the consumer, and to opt-out of certain sales, transfers, or sharing of personal information. Some U.S. state data privacy laws, including the CCPA, also provide consumers with additional causes of action. In 2023, Europe finalized the first-ever comprehensive legal framework for governance of the development and use of artificial intelligence, the European Union Artificial Intelligence Act, with rolling effective dates beginningthat began in 2025, and is moving forward with finalizing applicable regulations.2025. Many jurisdictions in the U.S. are considering or have passed laws governing the development or use of Artificial Intelligence. Similarly, Europe has enacted laws governing cyber resilience, and we expect more laws will be considered and passed on this issue. Compliance with these laws, or changing interpretations and application of these laws, could cause us to incur substantial costs or require us to take action in a manner that would be adverse to our business.

We calculate CV at the foreign currency rates used for internal planning purposes each year. For comparative purposes, we have recast historical CV and wallet retention at the planned 20252026 foreign currency rates. In addition, due to the divestiture of the FeedbackNow product line in the third quarter of 2024, we have recast our historical metrics to exclude FeedbackNow products and clients. In addition, the recast metrics reflect the correction of an insignificant error. We have included the recast metrics below for the period ended December 31, 2023,2024, and we have also provided recast metrics dating back to the fourth quarter of 2022,2023 on the investor relations section of our website.

Management’s discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including but not limited to, those related to our revenue recognition, goodwill,credit intangibleloss on note receivable, and other long-lived assets, and income taxes.goodwill. Management bases its estimates on historical experience, data available at the time the estimates are made, and various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition. We generate revenues from subscriptions to our Research products and services, subscriptions to, and individual licenses of, electronic reprints of our Research, performing consulting projects and advisory services, and hosting events. We execute contracts that govern the terms and conditions of each arrangement. Revenues are recognized when an approved contract with a customer exists, the fees, payment terms, and rights regarding the products or services to be transferred can be identified, it is probable we will collect substantially all of the consideration for the products and services expected to be provided, and we have transferred control of the products and services to the customer. We continually evaluate customers’ ability and intention to pay by reviewing factors including the customer’s payment history, our ability to mitigate credit risk, and experience selling to similarly situated customers. Although write-offs of customer receivables have not been significant during the last three years ($0.2 million during 2025 and $0.7 million each year during 2024,both 2023,2024 and 20222023), if our customers' financial condition were to deteriorate unexpectedly, we could experience a significant increase in our expense.

Goodwill, Intangible Assets, and Other Long-Lived Assets.Goodwill. As of December 31, 2024,2025, we had $255.4$120.4 million of goodwill and intangible assets with finite lives recorded in our Consolidated Balance Sheets.

When acquiring a business, as of the acquisition date, we determine the estimated fair values of the assets acquired and liabilities assumed, which may include a significant amount of intangible assets and goodwill. Goodwill is required to be assessed for impairment at least annually or whenever events or circumstances indicate that there may be an impairment. An impairment assessment requires evaluating the potential impairment at the reporting unit level using either a qualitative assessment, to determine if it is more likely than not that the fair value of any reporting unit is less than its carrying amount, or a quantitative analysis, to determine and compare the fair value of each reporting unit to its carrying value, or a combination of both. Judgment is required in determining the use of a qualitative or quantitative assessment, as well as in determining each reporting unit’s estimated fair value as it requires us to make estimates of market conditions and operational performance, including projectedforecasted financialrevenues results,and operating expenses, terminal rate, discount rates,rate, controlmarket participant acquisition premium, and valuation multiplesearnings for key financial metrics.multiples.

DuringSubsequent Februaryto 2025December and into early March31, 2025, we didhave observeobserved a substantialcontinued decline in the price of our stock. If our stock price remains at the current level for a sustained period,level, and after considering other qualitative factors, there may be a triggering event indicating goodwill may be impaired in our Research reporting unit. Accordingly, management may need to perform a quantitative impairment test during our interim period ended March 31, 2025.2026. Any resulting impairment loss could have a material adverse impact on our results of operations.

Research revenues are recognized as revenue primarily on a ratable basis over the term of the contracts, which are generally 12 or 24-month periods. Research revenues decreased 5%7% during 20242025 compared to 20232024 primarily due to the decrease in CV, as discussed above.above, and the divestiture of the FeedbackNow product line in the third quarter of 2024, which resulted in an approximate 1% decline in revenue. From a product perspective, the decrease in revenues was primarily due to a decline in revenue from subscriptions to our research and to the effect of the divestiture of the FeedbackNow product line, partially offset by an increase in reprint revenue. Revenue from subscription products, including our subscription reprint product andthat ourwas otherlaunched smallerin andthe discontinuedthird products.quarter Inof addition,2024, revenuedeclined 4% primarily due to a decline from our subscriptionheritage research products declinedbeing 1%only duringpartially 2024offset compared to 2023, asby revenue growth from our Forrester Decisions productsand wassubscription offset by revenue declines from our heritage researchreprint products.

Events revenues decreased 34%29% during 20242025 compared to 2023.2024. The decrease in revenues was primarily due to decreasesa decrease in both sponsorship revenues and event ticket revenues.

Cost of services and fulfillment expenses decreased 11%6% in 20242025 compared to 2023.2024. The decrease was primarily due to (1) a $18.1$5.9 million decrease in compensation and benefit costs due to a decrease in headcount and incentive bonus costs,headcount, partially offset by an increase in benefitincentive costsbonus (mainly due to a benefit during 2023 resulting from the introduction of the flexible vacation and personal paid time off policy in the United States),costs, (2) a $1.6$3.6 million decrease in professional services costs primarily due to a decrease in surveybillable costsfees (related to delivery of consulting projects), consulting fees, and the effect of the divestiture of the FeedbackNow product line, partially offset by an increase in contractor costs, (3) a $1.0$1.7 million decrease in facilities costs,costs primarily due to a decrease in lease expense, and (4) a $0.8$0.6 million decrease in eventsoftware expenses.costs.

Selling and marketing expenses decreased 5%6% in 20242025 compared to 2023.2024. The decrease was primarily due to (1) a $8.1$7.2 million decrease in compensation and benefit costs due to a decrease in headcount,headcount and commissions expense, and incentive bonus costs, partially offset by an increase in benefit costs (mainly due to a benefit during 2023 resulting from the introduction of the flexible vacation and personal paid time off policy in the United States) and (2) a $0.8$1.3 million decrease in stock compensation expense, (3) a $1.2 million decrease in professional services costs primarily due to a decrease in consulting fees, and (4) a $1.1 million decrease in facilities costs primarily due to a decrease in lease expense. These decreases were partially offset by a $1.4$1.2 million increase in professionaltravel servicesand costsentertainment primarily due to an increase in consulting fees, partially offset by a decrease in advertising costs.expenses.

General and administrative expenses decreased 14%10% in 20242025 compared to 2023.2024. The decrease was primarily due to (1) a $5.6 million decrease in legal costs, due primarily to a $4.8 million provision for a legal settlement recorded in 2023 for a wage-related matter and (2) a $3.8$4.2 million decrease in compensation and benefit costs due to a decrease in headcountheadcount, and(2) incentivea bonus$0.7 million decrease in software costs, partially(3) offseta by$0.6 anmillion increasedecrease in benefitfacilities costs (mainlyprimarily due to a benefitdecrease duringin 2023lease resulting from the introduction of the flexible vacationexpense, and personal(4) paida time$0.5 offmillion policydecrease in thenon-income United States).taxes.

Amortization expense decreased by $2.3$0.9 million in 20242025 compared to 20232024 primarily due to a decrease in the amortization of a trademark intangible asset and technologydue intangibleto assets.the divestiture of the FeedbackNow product line. We expect amortization expense related to our intangible assets to be approximately $8.7$8.3 million for the year ending December 31, 2025.2026.

In January 2025, we implemented a reduction in forceour workforce of approximately 6% of our workforce across various geographies and functions to better align our cost structure with ourthe revenue outlook for 2025.the Approximatelyyear. We recorded $4.2 million of severance and related costs for this action were recorded during the fourth quarter of 2024.2024 Weand expect$1.8 amillion majorityduring 2025. Essentially all of the severance and related costs for this plan to bewere paid during 2025. See Note 17 - Subsequent Events, for additional details of this action.

Loss from sale of divested operation of $1.8 million was attributable to the sale of our FeedbackNow product line induring Augustthe third quarter of 2024.

Other income, net primarily consists of interest income, gains and losses on foreign currency, and gains and losses on foreign currency forward contracts. OtherThe fluctuation for other income, net increasedwas by $1.7 millionimmaterial in 20242025 compared to 2023 primarily due to a $2.1 million increase in interest income, partially offset by a $0.5 million increase in foreign currency exchange losses.2024.

Gains on investments, net primarily represents our share of equity method investment gains and losses from our technology-related investment funds. Gain on investments, net increaseddecreased by $0.6$0.8 million in 20242025 compared to 20232024 due to ana increasedecrease in investment gains generated by the underlying funds.

Income Tax Expense (Benefit)

The significant items impacting the effective tax rate during 20242025 as compared to 20232024 are primarily duethe goodwill impairment charges in 2025, which are not deductible for tax purposes, in addition to 1)transactions in 2024 that increased our tax expense fromand effective tax rate, including the non-deductible goodwill related to the saledivestiture of the FeedbackNow product line of $2.5 million, 2) tax expense from the settlement of share-based awards of $1.8 million, 3)line, foreign withholding taxes of $0.8 million, and 4) state tax expense of $0.6 million relateddue to the write-offdissolution of a foreign subsidiary, and a valuation allowance recorded against non-realizable state NOL carryforwards due to the dissolution of a domestic subsidiary.

The Research segment includes the revenues from all of our research products as well as consulting revenues from advisory services (such as speeches and advisory days) delivered by our research organization. Research segment costs include the cost of the organizations responsible for developing and delivering these products in addition to the cost of the product management organization that is responsible for product pricing and packaging and the launch of new products. During the third quarterAs of 2024,January 1, 2025, we realigned our technologycitations teamsteam and ascosts such certainthat technologythese costs are no longer reported within the Research segment, and are now reported withinas a direct expense of the lineResearch selling,segment marketing,in administrativethe andtables other expenses.below. Prior period amounts have been recast to conform to the current presentation.

The Consulting segment includes the revenues and the related costs of our project consulting organization. The project consulting organization delivers a majority of our project consulting revenue. As of January 1, 2025, we realigned our content marketing partner costs such that these costs are now reported as a direct expense of the Consulting segment in the tables below. Prior period amounts have been recast to conform to the current presentation.

The Events segment includes the revenues and the costs of the organization responsible for developing and hosting in-person and virtualour events.

We evaluate reportable segment performance and allocate resources based on segment operating income (loss). Segment expenses include the direct expenses of each segment organization and exclude selling and marketing expenses, general and administrative expenses, stock-based compensation expense, depreciation expense, adjustments to incentive bonus compensation from target amounts, amortization of intangible assets, goodwill impairment, restructuring costs, loss from sale of divested operation, interest expense, credit loss expense on note receivable, other income, and gains on investments. The accounting policies used by the segments are the same as those used in the consolidated financial statements. We do not review or evaluate assets as part of segment performance. Accordingly, we do not identify or allocate assets by reportable segment.

Research segment revenues decreased 7%6% during 20242025 compared to 2023.2024. Research product revenues within this segment decreased 5%7% primarily due to the decrease in CV, as discussed above.above, as well as the divestiture of the FeedbackNow product line in the third quarter of 2024, partially offset by an increase in reprint revenue. Consulting product revenues within this segment decreasedincreased 27%4% primarily due to decreasedincreased delivery of consulting and advisory services by our research analysts due primarily to lower client bookings for these services.analysts.

Research segment expenses decreased 8%11% during 20242025 compared to 2023.2024. The decrease in expenses was primarily due to (1) ana $8.4$8.5 million decrease in compensation and benefit costs primarily due to a decrease in headcount and (2) a $1.0$3.6 million decrease in professional services primarily due to a decrease in surveyconsulting fees and the effect of the divestiture of the FeedbackNow product line, partially offset by an increase in contractor costs.

Consulting segment expenses decreased 16%5% during 20242025 compared to 2023.2024. The decrease in expenses was primarily due to (1) a $6.5$2.0 million decrease in compensation and benefit costs primarily due to a decrease in headcount and (2) a $0.5$1.9 million decrease in billable fees related to delivery of consulting engagements. These decreases were partially offset by a $1.7 million increase in professional services due primarily due to aan decreaseincrease in contractor costs.

Event segment revenues decreased 34%29% during 20242025 compared to 2023.2024. The decrease in revenues was primarily due to a decrease in both sponsorship revenues and event ticket revenues.

A detailed description and analysis of the fiscal year 20222024 versus 2023 year-over-year changes can be found in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023.2024.

We have historically financed our operations primarily through funds generated from operations. Research revenues, which constituted 73%75% of our revenues during 2024,2025, are generally renewable and are typically payable in advance. We used $3.9 million ofgenerated cash infrom operating activities of $21.1 million during the year ended December 31, 20242025 and generated $21.7 million ofused cash fromin operating activities of $3.9 million during the year ended December 31, 2023.2024. The $25.5$25.0 million decreaseincrease in cash from operations during 20242025 was primarily due to a $21.1$27.6 million increasedecrease in cash used for workingaccrued capitalexpenses andduring 2025 resulting primarily from 1) a $8.8 million decrease in netthe income,payment partiallyof offsetyear byend incentive compensation during 2025 as compared to the changesprior year period, 2) a decrease in non-cashthe itemspayment affectingfor netwages income.accrued at the prior year end due to the timing of wage payments, and 3) the payment of a legal settlement during 2024 that did not recur in 2025.

During 2025, we used cash in investing activities of $14.1 million primarily from $12.7 million of net purchases of marketable investments and $3.0 million of purchases of property and equipment, primarily consisting of computer software, partially offset by a $1.4 million distribution received from an equity method investment. During 2024, we generated cash from investing activities of $5.0 million primarily from $6.0 million inof proceeds from the sale of the FeedbackNow product line and $2.5 million inof net maturities and sales of marketable investments, partially offset by $3.4 million of purchases of property and equipment, primarily consisting of computer software. During 2023, we used cash in investing activities of $36.8 million, which consisted of $31.3 million in net purchases of marketable investments and $5.5 million of purchases of property and equipment, primarily consisting of computer software.

During 2025, we used $2.6 million of cash from financing activities primarily from $2.5 million for purchases of our common stock and $1.3 million of taxes paid related to net share settlements of restricted stock units, partially offset by $1.3 million of net proceeds from the issuance of common stock under our stock-based incentive plans. During 2024, we used $16.1 million of cash from financing activities primarily duefrom $15.9 million for purchases of our common stock and $2.6 million inof taxes paid related to net share settlements of restricted stock units, partially offset by $2.4 million of net proceeds from the issuance of common stock under our stock-based incentive plans. During 2023, we used $18.3 million of cash from financing activities primarily due to $15.0 million of discretionary repayments of our revolving credit facility, $4.1 million for purchases of our common stock, and $2.7 million in taxes paid related to net share settlements of restricted stock units, partially offset by $3.5 million of net proceeds from the issuance of common stock under our stock-based incentive plans. As of December 31, 2024,2025, our remaining stock repurchase authorization was approximately $80.0$77.5 million.

TheWe Company hashave a credit facility that provides upus to $150.0 million ofwith revolving credit commitments. The amount outstanding under the credit facility was $35.0 million at December 31, 20242025 and the facility expireswas set to expire in December of 2026. TheOn March 12, 2026, we executed a third amendment of the credit facility permitsin order to extend its maturity period and to reduce the Companysize of the facility in order to increasedecrease ongoing costs of the revolvingfacility. creditThe commitmentskey terms of the amendment include (a) an extension of the maturity date from December 2026 until March 2029, (b) a reduction in anthe aggregatefacility principalfrom amount$150.0 upmillion to $50.0 million, (c) a reduction in the amount that the we are permitted, subject to approval by the administrative agentagent, to increase commitments under the facility from $50.0 million to $15.0 million, and certain(d) customarythe termsaddition andof conditions.a minimum liquidity covenant.

The credit facility contains certain customary restrictive loan covenants, including among others, financial covenants that apply a maximum leverage ratio, minimum interest coverage ratio, and maximum annual capital expenditures.expenditures, and with the execution of the third amendment of the credit facility, a minimum liquidity amount. The negative covenants limit, subject to various exceptions, our ability to incur additional indebtedness, create liens on assets, merge, consolidate, liquidate or dissolve any part of the company, sell assets, change fiscal year, or enter into certain transactions with affiliates and subsidiaries. We were in full compliance with the covenants as of December 31, 20242025 and expect to continue to be in compliance through the next 12 months.

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “intends,” “plans,” “estimates,” or similar expressions are intended to identify these forward-looking statements. Reference is made in particular to our statements about changing stakeholder expectations, product development, possible acquisitions, future dividends, future share repurchases, future growth rates, operating income and cash from operations, future tax rates, future remittance of unremitted earnings, future deferred revenue, future compliance with financial covenants under our credit facility, future interest expense, anticipated increases in, and productivity of, our sales force and headcount, the adequacy of our cash, and cash flows to satisfy our working capital and capital expenditures, the anticipated impact of accounting standards, plannedongoing renovations of our Cambridge, Massachusetts office space and anticipated capital expenditures, any future impairment charges we may incur, and anticipated future declines in consulting revenue. These statements are based on our current plans and expectations and involve risks and uncertainties. Important factors that could cause actual future activities and results to differ include, among others, our ability to retain and enrich subscriptions to, and licenses of, our Research products and services, our ability to fulfill existing or generate new consulting engagements and advisory services, any adverse economic conditions, including from trade policies and tariffs, that result in a reduction in technology spending or demand for our products and services, our international operations expose us to a variety of operational risks which could negatively impact us, our ability to offer new products and services, the use of Generative AI in our business and by our clients and competitors, our dependence on key personnel, our ability to attract and retain qualified professional staff, our ability to respond to business and economic conditions and market trends, our business with the U.S. Government, the impact of our outstanding debt, competition and industry consolidation, possible variations in our quarterly operating results, the actual cost of capital expenditures that we undertake, concentration of our stock ownership, the possibility of network disruptions and security breaches, our ability to enforce and protect our intellectual property rights, compliance with privacy laws, taxation risks, any weakness identified in our system of internal controls, and any future impairment charge we incur. These risks are described more completely in our Annual Report on Form 10-K for the year ended December 31, 2025 and in this Quarterly Report on Form 10-Q. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Our key metrics focus on our contract value ("CV") products. We are focusing on CV products as these products are our most profitable products and historically our contracts for CV products have renewed at high rates (as measured by our client retention and wallet retention metrics). Our CV products make up essentially all of our research revenues, and research revenues as a percentage of total revenues increased from approximately 76%73% for the threesix months ended MarchJune 31,30, 2025 to approximately 78%75% for the threesix months ended MarchJune 31,30, 2026.

We calculate CV at the foreign currency rates used for internal planning purposes each year. For comparative purposes, we have recast historical CV and wallet retention at the planned 2026 foreign currency rates. We have included the recast metrics below for the threesix months ended MarchJune 31,30, 2025, and we have also provided recast metrics dating back to the firstsecond quarter of 2024, on the investor relations section of our website.

Contract value at MarchJune 31,30, 2026 decreased by 3% compared to the prior year period due to wallet retention being at 89% for the period (representing retention and enrichment of the prior year CV base) and new client acquisition not fully offsetting the net retention loss. Client retention increased by 53 percentage points at MarchJune 31,30, 2026 compared to the prior year period, and increaseddecreased by 1 percentage point compared to the prior quarter. We attribute theThe increase in client retention compared to prior year period was primarily due to our ongoing retention initiatives and to the launch of our AI Access product in the third quarter of 2025. Wallet retention increased by 34 percentage points at MarchJune 31,30, 2026 compared to the prior year period, and increasedwas by 2 percentage pointsconsistent compared to the prior quarter. The increase in wallet retention compared to the prior year period was primarily due to improved client retention.

Three and Six Months Ended MarchJune 31,30, 2026 and 2025

Research revenues are recognized as revenue primarily on a ratable basis over the term of the contracts, which are generally 12 or 24-month periods. Research revenues decreased 2%8% and 5% during the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the prior year period,periods, primarily due to the decrease in CV, as discussed above. From a product perspective, the decrease in revenues during the three and six months ended MarchJune 31,30, 2026 was primarily due to a decline in revenue from subscriptions to our research,research partiallyas offsetwell byas ana increasedecrease in reprint revenue.

Consulting revenues decreased 13%15% and 14% during the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the prior year period.periods. The decrease in revenues during the three and six months ended June 30, 2026 was due to a decrease in delivery of consulting services due to lower client bookings. In February 2026, we announced that we would discontinue selling strategy consulting engagements and would fulfill our backlog of strategy consulting engagements during 2026. Our ongoing consulting business will consist of content marketing consulting and advisory. We anticipate that, on a year over year basis, our 2026 consulting revenues will decline in the low 20 percent range due primarily to the cessation of strategy consulting in 2026.

Cost of services and fulfillment expenses decreased 2%12% during the three months ended MarchJune 31,30, 2026 compared to the prior year period. The decrease was primarily due (1) a $1.9 million decrease in event costs due primarily to the reformatting of certain of our events to smaller regional venues, (2) a $1.5 million decrease in compensation and benefits costs due to a $1.1decrease in headcount, (3) a $1.0 million decrease in professional services costs related to the decrease in consulting revenues, (4) a $0.8 million decrease in stock compensation expense, and (5) a $0.7 million decrease in facilities costs primarily due to a decrease in lease expense.

Selling and marketing expenses decreased 3%7% during the three months ended MarchJune 31,30, 2026 compared to the prior year period. The decrease was primarily due to (1) a $0.9$1.4 million decrease in compensation and benefits costs due to a decrease in headcount and commissions expense and (2) a $0.5 million decrease in facilities costs primarily due to a decrease in lease expense.

General and administrative expenses increaseddecreased 10%2% during the three months ended MarchJune 31,30, 2026 compared to the prior year period. The increasedecrease was primarily due to a $1.4$0.5 million increasedecrease in professionalcompensation services.and benefits costs due to a decrease in headcount.

The fluctuation for depreciationDepreciation expense wasdecreased immaterialby $0.5 million during the three and six months ended MarchJune 31,30, 2026 compared to the prior year period.periods due to certain software and leasehold improvement assets becoming fully depreciated.

The fluctuation for amortization expense was immaterial during the three and six months ended MarchJune 31,30, 2026 compared to the prior year period.periods.

As a result of the substantial and sustained decline in our stock price and our overall market capitalization from mid-February 2025 through March 31, 2025, along with other qualitative considerations, including the continued impact from the conditions in the macroeconomic environment, uncertainty created by changes in the United States’ trade policies, and the larger than expected decline in contract bookings during the first quarter of 2025, it was determined that a triggering event occurred as of March 31, 2025, indicating goodwill may be impaired. Accordingly, we conducted a quantitative impairment test of our goodwill as of March 31, 2025 for our Research and Consulting reporting units. As a result of the quantitative impairment test, we determined goodwill was impaired for our Research reporting unit and recorded a goodwill impairment charge of $83.9 million during the three month period ended March 31, 2025, which is not deductible for tax purposes.

In February 2026, we implemented a reduction in our workforce of approximately 8% across various geographies and functions to better align our cost structure with the revenue outlook for the year. We recorded $8.8 million of severance and related costs for this action during the fourth quarter of 2025 and2025, $1.2 million during the first quarter of 2026, and $2.0 million during the second quarter of 2026. In addition, we incurred approximately $1.1 million for contract termination costs during the fourth quarter of 2025 and $0.6 million during the first quarter of 2026. We also approved plans to close certain of our smaller offices both inside and outside the United States, resulting in a non-cash charge of $0.4 million for accelerated ROU asset amortization in the first quarter of 2026.

Interest expense consists of interest on our borrowings. The fluctuation in interest expense was immaterial during the three and six months ended MarchJune 31,30, 2026 compared to the prior year period.periods.

Loss on investments, net primarily represents our share of equity method investment gains and losses from our technology-related investment funds. The fluctuation for loss on investments, net was immaterial during the three and six months ended MarchJune 31,30, 2026 compared to the prior year period.periods.

Credit loss expense on note receivable recorded in the quarterquarters endedending June 30, 2026 and March 31, 2025 consistsconsist of an allowance for credit losses on a note receivable from the divestiture of FeedbackNow during the third quarter of 2024.2024 (see Note 2 - Divestiture).

Other income, net primarily consists of interest income, gains and losses on foreign currency, and gains and losses on foreign currency forward contracts. OtherThe fluctuation for other income, net decreasedwas by $0.3 millionimmaterial during the three and six months ended MarchJune 31,30, 2026 compared to the prior year period primarily due to a decrease in interest income.periods.

The Events segment includes the revenues and the costs of the organization responsible for developing and hosting our events. As of January 1, 2025, we realigned our events sponsorship sales team and as such the costs of this team were not reported as a direct expense of the Events segment during the first and second quarters of 2025. During the third quarter of 2025, the events sponsorship sales team was aligned back to Events and the costs of this team are now being reported as a direct expense of the Events segment. The three and six months ended MarchJune 31,30, 2025 have been conformed to the current presentation.

Research segment revenues decreased 2%7% and 5% during the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the prior year period.periods. For the three and six months ended MarchJune 31,30, 2026, research product revenues within this segment decreased 2%8% and 5%, respectively, primarily due to the decrease in CV, partially offset by an increase in reprint revenue.CV. For the three and six months ended MarchJune 31,30, 2026, consulting product revenues within this segment decreased 4%1% and 2%, respectively, primarily due to decreased delivery of consulting services by our research analysts.analysts, partially offset by increased delivery of advisory services.

ConsultingResearch segment revenuesexpenses decreased 16%2% during the three months ended MarchJune 31,30, 2026 compared to the prior year period. The decrease in expenses during the three months ended June 30, 2026 was primarily due to a $0.6 million decrease in compensation and benefit costs primarily due to a decrease in headcount. Research segment expenses were consistent during the six months ended June 30, 2026 compared to the prior year period Consulting segment revenues decreased 19% and 18% during the three and six months ended June 30, 2026, respectively, compared to the prior year periods. The decrease in revenues during the three and six months ended June 30, 2026 was due to a decrease in delivery of consulting services due to lower client bookings and due to the discontinuation of selling strategy consulting engagements.

We have historically financed our operations primarily through funds generated from operations. Research revenues, which constituted approximately 78%75% of our revenues during the threesix months ended MarchJune 31,30, 2026, are generally renewable and are typically payable in advance. We generated cash from operating activities of $25.6$25.0 million and $23.1 million during the threesix months ended MarchJune 31,30, 2026,2026 whichand 2025, respectively. The $1.9 million increase in cash from operations for the six months ended June 30, 2026 compared to the prior year period was consistentprimarily withdue to $2.7 million received for the $26.7tenant improvement allowance related to the new lease for our principal headquarters. The remaining $14.5 million of cashthe generatedtenant fromimprovement operatingallowance activitiesis duringexpected to be received in the threethird monthsquarter endedof March 31, 2025.2026.

During the threesix months ended MarchJune 31,30, 2026, we used cash in investing activities of $14.1$25.9 million primarily from $7.8 million in net purchases of marketable investments and $6.2$18.2 million of purchases of property and equipment, which included approximately $5.4$16.6 million of leasehold improvements and furniture and fixtures for the renovation of our headquarters, and $7.5 million in net purchases of marketable investments. We anticipate spending an additional $10.0 million to $11.0 million during the third quarter of 2026 on the renovation of our headquarters. During the threesix months ended MarchJune 31,30, 2025, we used cash in investing activities of $8.5$14.7 million primarily from $9.1$15.2 million in net purchases of marketable investments and $0.6$1.3 million of purchases of property and equipment, primarily consisting of computer software, partially offset by a $1.4 million distribution received from an equity method investment.

On April 11, 2025, we entered into a third amendment of our lease, and a new lease, for our principal headquarters located in Cambridge, Massachusetts. The effect of these agreements was to early terminate the original lease with respect to the first, second and third floors of the facility by the end of the second quarter of 2026, while also extending the lease term with respect to the fourth, fifth and six floors of the facility through June 30, 2039. As a result of reducing the number of floors that we will occupy, we are renovating floors four to six and currently expect to incur additional cash outflows for capital expenditures of $21.0 million to $22.0 million during the remainder of 2026. Under the terms of the lease agreement, the landlord is providing a tenant improvement allowance of $17.2 million, which is expected to be received in the second and third quarters of 2026. Future cash receipts for the tenant improvement allowance will be classified as operating cash flows in the Consolidated Statement of Cash Flows.facility.

During the threesix months ended MarchJune 31,30, 2026, we generatedused $1.5 million of cash fromin financing activities of $0.1 million primarily due to $1.0 million for purchases of our common stock and $0.9 million in taxes paid related to net share settlements of restricted stock units, partially offset by $0.5 million of net proceeds from the issuance of common stock under our stock-based incentive plans,plans. partiallyDuring offsetthe bysix $0.2months ended June 30, 2025, we used $0.3 million of cash in financing activities primarily due to $0.9 million in taxes paid related to net share settlements of restricted stock units.units, Duringpartially theoffset three months ended March 31, 2025, we generated cash from financing activities of $0.2 million primarily due toby $0.7 million of net proceeds from the issuance of common stock under our stock-based incentive plans, partially offset by $0.4 million in taxes paid related to net share settlements of restricted stock units.plans. As of MarchJune 31,30, 2026, our remaining stock repurchase authorization was approximately $77.5$76.4 million. We anticipate purchasing additional shares of our common stock in the second half of 2026.

On March 12, 2026, we executed a third amendment of the credit facility in order to extend its maturity period and to reduce the size of the facility in order to decrease ongoing costs of the facility. The key terms of the amendment include (a) an extension of the maturity date from December 2026 until March 2029, (b) a reduction in the facility from $150.0 million to $50.0 million, (c) a reduction in the amount that the we are permitted, subject to approval by the administrative agent, to increase commitments under the facility from $50.0 million to $15.0 million, and (d) the addition of a minimum liquidity covenant.

The credit facility contains certain customary restrictive loan covenants, including among others, financial covenants that apply a maximum leverage ratio, minimum interest coverage ratio, minimum liquidity amount, and maximum annual capital expenditures. The negative covenants limit, subject to various exceptions, our ability to incur additional indebtedness, create liens on assets, merge, consolidate, liquidate or dissolve any part of the company, sell assets, change fiscal year, or enter into certain transactions with affiliates and subsidiaries. We were in full compliance with the covenants as of MarchJune 31,30, 2026 and expect to continue to be in compliance through the next 12 months.

Additional future contractual cash obligations extending over the next 12 months and beyond primarily consist of operating lease payments. We lease office space under non-cancelable operating lease agreements (refer to Note 6 – Leases in the Notes to Consolidated Financial Statements for additional information).agreements. The remaining duration of non-cancelable office space leases ranges from less than 1 year to 13 years. Remaining lease payments within one year, within two to three years, within four to five years, and after five years from MarchJune 31,30, 2026, are $6.1$5.0 million, $14.7$15.4 million, $13.1$13.2 million, and $37.7$37.6 million respectively.

As of MarchJune 31,30, 2026, we had cash, cash equivalents, and marketable investments of $145.5$130.8 million. This balance includes $102.2$99.8 million held outside of the U.S. If the cash outside of the U.S. is needed for operations in the U.S., we would be required to accrue and pay U.S. state taxes and may be required to pay withholding taxes to foreign jurisdictions to repatriate these funds. However, our intent is to permanently reinvest these funds outside of the U.S. and our current plans do not demonstrate a need to repatriate these funds for our U.S. operations. We believe that our current cash balance and cash flows from operations will satisfy working capital, financing activities, and capital expenditure requirements for the next twelve months and to meet our known long-term cash requirements.

As of MarchJune 31,30, 2026, we did not have any significant unrecognized tax benefits for uncertain tax positions.