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

The integration of our legacy TechTarget business and the legacy business of Informa PLC’s (“Informa”) Informa Tech division (“Informa Tech Digital Businesses”)businesses presents challenges that may prevent us from realizing all the anticipated benefits of the transactions.Transactions.

Our management team will needcontinue to devote significant attention and resources to integrating the business practices and operations of our legacy TechTarget business and the legacy Informa Tech Digital Businesses,operations, which operated as independent businesses prior to the business combination. Potential difficulties we may encounter in the integration process include the following:

the difficulty in successfully integrating, or the inability to successfully integrate, our legacy TechTarget business and the legacy Informa Tech Digital Businesses,businesses, including their respective operations, technologies, products and services, and customer contracts, in a manner that permits us to achieve the cost savings and revenue synergies anticipated to result from the combination, which could result in the anticipated benefits of the combination not being realized partly or wholly in the time frame currently anticipated or at all;

lost sales and customers as a result of certain customers of any of the businesses deciding not to do business with us, or deciding to decrease theirthe amount of business they do with us in order to reduce their reliance on a single company;

consolidating and rationalizing IT platforms and administrative infrastructures as well as accounting systems and related financial reporting activities and difficulty implementing effective internal controls over financial reporting and disclosure controls and procedures in particular; and preservingWe importantcould relationshipsbe adversely affected by the diversion of our legacymanagement’s TechTarget businessattention and any delays or difficulties encountered in connection with the legacyintegration Informaof Techour Digitalbusiness. BusinessesThe andprocess resolvingof potentialintegrating conflictsoperations thatcould maycause arise.an interruption of, or loss of momentum in, the activities of one or more of our segments.

Informa has agreed that until the First Trigger Date (as such term is defined in that certain Stockholders Agreement, dated as of December 2, 2024, by and among us, Informa PLC and Informa US Holdings Limited (the “Stockholders Agreement”)), which applies when Informa and its subsidiaries (“Informa Group”) hold less than 50% of our common stock, the Informa Group will not acquire a Competitive Business (as defined in the Stockholders Agreement), subject to certain exceptions. Subject to the terms of the Stockholders Agreement, Informa or any of its subsidiaries may engage in certain activities notwithstanding the fact that they may compete directly or indirectly with our business. To the extent that the Informa Group engages in the same or similar business activities or lines of business as us, or engages in business with any of our partners, customers or vendors, our ability to successfully operate and expand our business may be adversely affected.

On December 2, 2024, we entered into a Data Sharing Agreement with Informa. Among other things, the Data Sharing Agreement allows us and Informa to share data.data for certain agreed use cases. If we are unsuccessful at implementing and operating under the Data Sharing Agreement, some of the potential benefits from the combination might not be realized, such as our ability to monetize event data through our product offerings.

Because we will depend on our ability to generate revenues from the sale and support of purchase intent driven marketing and advertising campaigns, material reductions in marketing and advertising spending will likely have an adverse effect on our revenues and operating results.

The primary source of our revenues is the sale and support of purchase intent-driven advertising campaigns to our customers. Any material reduction in marketing and advertising expenditures will likely have an adverse effect on our revenues and operating results. We believe that advertising spending on the internet, as in traditional media, fluctuates significantly as a result of a variety of factors, many of which are outside of our control. Some of these factors include:

general global economic conditions and the availability of capital, as well as economic conditions specific to the internet and online and offline media industry; and the occurrence of extraordinary events, such as natural disasters, pandemics or infectious disease outbreaks (such as the novel coronavirus),outbreaks, acts of terrorism and international or domestic political and economic unrest.

We generate revenue from sales of subscriptions to our platforms and data,data and research reports, and any decline in demand or changes in preference trends for the types of products and services that we offer would negatively impact our business.

We derive a substantial amount of revenue from the sale of subscriptions to our platforms and data.data and research reports. Demand and preference trends for these platforms and data isand research reports are affected by various factors, many of which are beyond our control. Some of these potential factors include:

integration with customer relationship management and similar systems; and the potential for the development of new systems and protocols for business-to-business (“B2B”) communication.

The U.S. and international economies have experienced inconsistent, unpredictable growth and a certain degree of instability, magnified at times by factors including changes in the availability of credit, inflation, tariffs and trade disputes, volatile business and consumer confidence, unemployment, responses to public health crisis, including pandemics like COVID-19 and epidemics and geopolitical unrest, including from the impacts of the ongoing conflicts between Russia and Ukraine and in the Middle East. These and other macro-economic conditions have contributed to unpredictable changes in the global economy and expectations of future global economic growth. Additionally, continued economic weakness in the United States and international markets have adversely affected our customers and their spending decisions, causing them to reduce or delay their purchases of our offerings, which has adversely affected and are expected to continue to affect our business.

Because all components of our budgeting and forecasting are dependent upon estimates of growth or contraction in the economy generally, and in the IT market specifically, it will be difficult for us to accurately estimate future income and expenditures. We will not be able to predict the duration of current economic conditions or the duration or strength of an economic recovery in the United States or worldwide generally or in the IT industry or in any of its segments. Further adverse changes may occur as a result of global, domestic or regional economic conditions, changing consumer and customer confidence, inflation, unemployment, tariffs, declines in stock markets, or other factors affecting economic and geopolitical conditions generally. These macro-economic conditions may also result in increased expenses due to higher allowances for doubtfulcredit accountslosses and potential goodwill and asset impairment charges and may make it more difficult for us to make accurate forecasts of revenue, gross margin, cash flows and expenses. We recognize that these challenging macro-economic conditions have and are expected to continue to negatively affect sales of our offerings, both in the United States and internationally and could increase our exposure to lossescredit from bad debts,losses, increase the cost and decrease the availability of financing, or increase the risk of loss on investments. The impact in the future of these macro-economic conditions on our business, results of operations, financial condition and/or liquidity is uncertain and will depend on future developments that we may not be able to accurately predict.

Because most of our customers are in the enterprise technology industry, the success of our business is closely linked to the health, and subject to market conditions, of the enterprise technology industry. The enterprise technology industry is characterized by, among other things, volatile quarterly results, uneven sales patterns, short product life cycles, rapid technological developments, frequent new product introductions and enhancements and evolving domestic and international laws and regulations, particularly with respect to data privacy and data protection. As a result, our customers’ advertising budgets, which are often viewed as discretionary expenditures, may increase or decrease significantly over a short period of time. Many of our customers will continue to scrutinize their spending on advertising campaigns. Prior market downturns in the enterprise technology industry have resulted in declines in advertising spending, which can cause longer sales cycles, deferral or delay of purchases by B2B technology companies and generally reduced expenditures for advertising and related services. For example, recent macroeconomic headwinds have caused general anxiety, elongated sales cycles, budget cuts and freezes at many of our customers. Our revenues and profitability depend on the overall demand for advertising services from our customers. We believe that demand for our offerings have been in the past, and could be in the future, be disproportionately affected by fluctuations, disruptions, instability or downturns in the enterprise technology industry, which may cause customers and potential customers to exit the industry or delay, cancel, reduce or reallocate any planned expenditures for our purchase intent driven marketing and sales products. Any slowdown in the formation of new B2B technology companiescompanies, or decline in the growth of existing B2B technology companies, may cause a decline in demand for our offerings.

Our success depends on our ability to deliver original and compelling content and services to attract and retain members and users, as well as our ability to garner a critical mass of members on our websites or users of theour BrightTALK platform.platforms. Our member and user base is primarily comprised of business professionals who demand specialized websites and content tailored to the enterprise technology product sectors for which they are responsible and that they purchase. Our content and services may not generate engagement with our websites or theour BrightTALK platformplatforms or continue to attract and retain a critical mass of members and users necessary to attract customers and generate revenues consistent with those of our legacy TechTarget business or the legacy Informa Tech Digital Businesses’ (together, our “Legacy Businesses”)businesses’ historical results and expectations of our future results. We also may not develop new content or services in a timely or cost-effective manner. Our ability to develop and produce this specialized content successfully will be subject to numerous uncertainties, including our ability to:

attract and retain qualified editors, writers, producers, freelancers and technical personnel;

fund new development for our programsprograms, platforms, and other offerings;

successfully expand our content offerings into new platform and delivery mechanisms; and promote and strengthen the brands of our websites, webinarpublications, platformplatforms and our name.

We derive a significant portion of our website traffic from users who search for enterprise technology research and editorial content through internet search engines. A critical factor in attracting members and users to our websites, virtual eventsevents, and webinar platform will be whether we are prominently displayed in response to an internet search relating to enterprise technology content. Search result listings are determined and displayed in accordance with a set of formulas or algorithms developed by the particular internet search engine.engine, which increasingly incorporate AI and machine learning models to generate search results and summaries. The algorithms determine the order of the listing of results in response to the user’s internet search. From time to time, search engines revise their algorithms.algorithms, including the integration of AI-generated answers or summaries that may reduce the visibility of traditional search result listings. In some instances, these modifications may be detrimental and cause our websites to be listed less prominently in unpaid search results or not at all, which we expect would result in decreased traffic from search engine users to our websites. Additionally, AI-driven search engines may prioritize direct answers, summaries, or other AI-generated content over links to external websites, which could further reduce traffic to our websites, virtual events, and webinar platform. Our websites, virtual events and webinar platform may also become listed less prominently in unpaid search results, for other reasons, such as search engine technical difficulties, search engine technical changes and changes we make to our websites, virtual events and webinar platform. In addition, search engines have deemed the practices of some companies to be inconsistent with search engine guidelines and have decided not to list their websites in search result listings at all. Although we could mitigate certain algorithm changes affecting our traffic with increased marketing expenditures, if our websites, virtual events and webinar platform are listed less prominently or not at all, in search result listings, traffic to our websites could decline, which could impact our operating results. Increased marketing spend to increase site traffic could also impact our operating results.

Further, we use search engine optimization (“SEO”) to enhance the visibility of our websites and optimize ranking in search engine results. Our ability to successfully manage our SEO efforts across our owned and operated websites depends on our ability to adapt and respond to changes in search engine algorithmsalgorithms, andmethodologies, methodologiesthe increasing use of AI in search engines, and changes in search query trends. This includes responding to changes in how AI-driven search engines generate and display content, such as featured snippets, AI-generated summaries, or direct answers that may reduce the likelihood of users clicking through to our websites. If we fail to successfully manage our SEO strategy,strategy or adapt to the evolving landscape of AI-driven search engines including the utilization of AI Engine Optimization (AEO) or Generative Engine Optimization (GEO), our owned and operated websites may receive less favorable placement in organic or paid listings, which would reduce the number of visitors to our sites, decrease conversion rates and repeat businessbusiness, and have a detrimental effect on our ability to generate revenue.

We derive a significant portion of our revenues from customers with billing addresses outside of the United States. We have offices in the United Kingdom, France, Germany, Singapore, Australia, Malaysia, China, Bangladesh, Japan, Hong Kong, Taiwan, Korea and India. We also publish websites in English, Spanish, French, German, Portuguese, Traditional Chinese, Simplified Chinese, Japanese and Korean, targeting members worldwide who speak those languages.

We compete for potential customers with a number of different types of offerings and companies, including: broad based media outlets such as television, newspapers and business periodicals that are designed to reach a wide audience; general purpose portals and search engines; and offline and online offerings of companies that produce content specifically for enterprise technology and business professionals, including Gartner, Forrester, IDC, Frost and Sullivan, Bombora, Inc., Madison Logic, Inc., Demand Science, Inc., 6Sense Inc.,6Sense, Demandbase, Inc., ZoomInfo Technologies Inc and ON24, Inc.ON24. Customers may choose the offerings of our competitors over our offerings not only because they prefer the online offerings of our competitors over our offerings but also because customers prefer to utilize forms of marketing and advertising servicesservices, including integrations and partnership structures, not offered by us and/or to diversify their marketing and advertising expenditures. Many of our expected competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than we possess. They may also offer different pricing than we offer, which could be more attractive to customers. Competitors of our Legacy Businessesbusiness have historically responded, and our competitors may in the future respond, to challenging market conditions by lowering prices to try to attract our customers. As a result, we could lose market share to our competitors and our revenues could decline.

In addition, legacycertain TechTarget technologies allowof our platforms to interoperate with various third-party applications which are critically important to our business. The functionality of these integrations will depend on access to the third-party applications, and access is not within our control. Some of our expected competitors own, develop, operate or distribute, or have material business relationships with companies that own, develop, operate or distribute, CRM and similar systems into which our legacy platforms integrate. Moreover, some of these competitors have inherent advantages developing products and services that more tightly integrate with their CRM and similar systems or those of their business partners.

The industry in which we operate is rapidly adopting new technologies and standards (includingincluding, thefor example, our adoption and deployment of AI to both enhance our product offerings and customers' experience and to streamline our operating processes) to create and satisfy the demands of users and advertisers. It is critical that we innovate by anticipating and adapting to these changes (including the potential adoption of additional AI solutions) to ensure that our content-delivery, demand generation and data-driven products and services remain effective and interesting to our members, customers and partners. In addition, we may need to make significant expenditures to achieve these goals. If we fail to accomplish these goals, we may lose members and the customers that seek to reach those members, which could harm our operating results. Existing and planned efforts to develop new products, including any subscription-based offerings, may be costly and ultimately not successful, which could harm our operating results.

Building recognition of our brands and maintaining recognition of theour historical brands of our Legacy Businesses will be critical to our ability to attract and retain our member base. We intend to continue to build the brands of our Legacyhistorical Businessesbusinesses and introduce new brands that will resonate with our targeted audiences. In order to promote these brands, we may find it necessary to increase our marketing budget, hire additional marketing and public relations personnel or otherwise increase our financial commitment to creating and maintaining brand loyalty among our customers. If we fail to promote our brands and maintain the brands of our Legacylegacy Businessesbusinesses effectively, or incur excessive expenses attempting to promote and maintain these brands, our business and financial results may suffer.

Our success depends to a significant extent upon the recruitment, retention and effective succession of our executive officersofficers, senior leaders, and keycritical management. Our management team has significant industry experience and would be difficult to replace.talent. These individualscolleagues possess sales, marketing, financial and administrative skills that are critical to the operation of our business.business and would be difficult to replace. The competition for these employees is intense. The loss of the services of one or more of our key personnel could have a material adverse effect on our business and operating results.

Our Legacybusiness Businesses havehas acquired, and we may in the future acquire or invest in, complementary businesses, products or technologies. Acquisitions and investments involve numerous risks including:

We and our Legacyhistorical Businessesbusinesses have both claimed common law and registered trademark protections in certain brands. Despite claiming and applying to register some of theirour marks in the United States and other countries where we do business, neither we norhave our Legacy Businesses havenot been able to obtain registration of theirour respective marks in certain U.S. and non-U.S. jurisdictions due to prior registration or use by third parties employing similar marks and other challenges. We claim common law protection on certain names and marks that ourhave Legacy Businesses havebeen used in connection with our business activities and the activities we conduct in connection with our business activities, however, there is a risk that challenges that were faced individually by our Legacyvarious Businesseshistorical businesses will also be raised for the brands and marks of our businesses. New challenges may also be raised against us as we seek intellectual property protections. In addition to U.S. and foreign laws and registration processes, we and our Legacy Businesses have relied on confidentiality agreements and intellectual property assignment agreements with our employees and third parties and other protective contractual provisions to safeguard our intellectual property. Despite efforts to protect intellectual property by our Legacy Business,property, unauthorized activities may take place and could impact us as we rely on prior protections put in place and future protections that we put in place. We may also experience issues from prior acquisitions of intellectual property made by our Legacy Businesses,property, together with the costs and difficulties of combining and integrating the intellectual property of our Legacy Businesses into our business.

Changes in laws and standards relatingrelated to marketing, data collectioncollection, and use, and the privacy ofcould internet users couldsignificantly impact our ability to conduct ourbusiness, business and thereby decreasereduce our marketing and advertising service revenuesrevenues, whileand imposingimpose significantsubstantial compliance costs on us.costs.

We collect and process information from website visitors, membersmembers, orand users through our websites, platforms, and co-branded sites. Our privacy policies, posted on our websites, platforms,outline orhow co-brandedwe sites. Privacy policies and practices concerning the collection,collect, use, and disclosuredisclose ofthis member, user and visitor information are posted on our websites.information. Subject to applicable lawlaws and eachuser member’s, user’s and visitor’s permission (depending on the applicable needs and requirements of different countries’ laws),permissions, we may use thethis information we collectdata to inform ourindividuals members, and users and visitors ofabout services may be of interest to them. We may alsoand share this informationit with our customers for membersmarketing and users who have elected to receive additional promotional materials and have expressly or implicitly granted us permission to share their information with third parties.purposes. We also collect activity-based information basedto on the activity ofenhance our visitors, members and users on our websites.services.

Our customers may implement compliance measures that do not alignconflict with theirour services, which could limitlimiting the scope and delivery of serviceswhat we are able tocan provide. CustomersThey may also require us to implement additional privacy and security measures or impose other contractual obligationsobligations, including,such but not limited to,as indemnification andor liability obligations, which maycould causeincrease us to incur potential business disruptionscosts and expenses.disrupt operations. If our policies and practices, or those of our customers, are, or are perceived toas be, insufficient or if our members, users, visitors or customers have concerns regarding our data privacy and protection practices,insufficient, we could beface subjectregulatory toinvestigations, enforcement actionslawsuits, or investigations by regulators, lawsuits by private parties or experience reduced member, user and visitoraudience engagement, eachall of which could havematerially a material adverse effect onharm our business.

We also work with our partners to deliver targeted marketing and advertisements based on website visitors’, members’, users’ and visitors’ perceived commercialusers’ interests. Many of our members, users and visitorsindividuals voluntarily provide us with contact and other informationinformation, whenwhich theywe visit or interactsupplement with our websites. We utilizethird-party data from third-party sources to augmentenhance ourpersonalization, memberanalytics, and userlead profiles,qualification, including data providedobtained bythrough Informa under the Data Sharing Agreement and marketing databases so we can personalize content, enhance analytical capabilities, better target our marketing programs and better qualify leads for our customers.Agreement. However, ifchanges visitor, member and/orin user sentiment regardingor therefusal sharingto ofshare information changes,could such as visitors to our websites refusing to provide contact and other information,impair our ability to personalize content and provideoffer targeted marketing solutions would be materially impaired.solutions. If members and users choose to opt-outopt out of behavioral targeting, it would be more difficult for us to offer targeted marketing programs for our customers. IfSimilarly, weif are unable to acquirethird-party data frombecomes third-party sources for whatever reason,unavailable or ifprohibitively there is a marked increase in the cost of obtaining such data,expensive, our ability to personalize content and provide marketing solutions could be negatively impacted.

We may be required or otherwise choose to adopt “Do Not Track” mechanisms and abide by certain self-regulatory principles promulgated by the Digital Advertising Alliance and others for OBA and similar activities,activities. whichThese measures may impair our ability to use our existing tracking technologies, to collect and sell member and user behavioral data, and engage with other third parties. This could cause our net revenues to decline and adversely affect our operating results.

We endeavor to beremain in material compliance with all applicable laws, regulationsregulations, and self-regulatory data privacy and protection regimes. However, as referenced above, these laws, regulationslaws and self-regulatory regimesregulations may be modified, and/or new lawsones may be enacted in the future,enacted, which could materially affect our business. Further, dataData protection authorities may also interpret existing laws in new or conflicting ways. WeAdditionally, maythe deploydeployment of new products and services from time to time, which may also require uschanges to change our compliance practices. Any such developments (or developments stemming from the enactment or modification of other laws) or our failure to anticipate the application or interpretationadapt ofto these laws accuratelydevelopments could create liability for us,liability, result in adverse publicity, increase our future compliance costs, makereduce the attractiveness of our products and services less attractive to our members, users, visitors and customers,services, or causeforce us to change or limit our business practicespractices. andSuch outcomes could materially affect our business and operating results. Further, any failure or perceived failure on our part to comply with any relevant laws or regulations maycould subject us to significant civil, criminalcriminal, or contractual liabilities.

We retain personal, confidential, and/or proprietary information relating to our website visitors, members and users, employees, and customers in secure database servers. The industry in which we operate is prone to cyber-attacks by third parties seeking access to our data or the data we collect from our website visitors and members, or to disrupt our ability to provide service. The Legacy BusinessesWe have experienced and we will likely experience additional cyber-attacks targeting our database servers and information systems. Cyber-attacks may involve viruses, malware, ransomware, distributed denial-of-service attacks, phishing or other forms of social engineering (predominantly spear phishing attacks), and other methods seeking to gain unlawful access. We may not be able to prevent unauthorized access to these secure database servers and information systems as a result of these third party actions, including intentional misconduct by criminal organizations and hackers or as a result of employee error, malfeasance or otherwise. A security breach could result in intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, the misappropriation of personal, confidential and/or proprietary information, disruptions in our service, and in the unauthorized access to the data of our customers or our data, including intellectual property, business opportunity, and other confidential business information. Additionally, third parties may attempt to fraudulently induce our employees, vendors, or customers into disclosing access credentials such as usernames, passwords or access keys in order to gain access to our database servers and information systems.

Our online networks could also be affected by cyber-attacks, and we could inadvertently transmit viruses across our networks to our members, customers or other third parties. Cyber-attacks continue to evolve in sophistication and volume, and inherently may be difficult to detect for long periods of time. Although ourwe Legacy Businesseshave developed systems and processes that are designed to protect their data and user data, to prevent data loss, to disable undesirable accounts and activities on their platforms, and to prevent or detect security breaches, we cannot assure that such measures will provide absolute security, and we may incur significant costs in protecting against or remediating cyber-attacks.

If we were to experience a significant cybersecurity breach of our information systems or data, the costs associated with the investigation, remediation and potential notification of the breach to counterparties and data subjects could be material, in addition to potential costs related to regulatory investigations in the United States or other countries. In addition, our remediation efforts may not be successful. If we do not allocate and effectively manage the resources necessary to build and sustain the proper technology and cybersecurity infrastructure, we could suffer significant business disruption, including transaction errors, processing inefficiencies, data lossloss, or the loss of or damage to intellectual property or other proprietary information.

In addition to the foregoing, any breach of privacy laws or data security laws, particularly resulting in a significant security incident or breach involving the misappropriation, loss or other unauthorized use or disclosure of sensitive or confidential consumerpersonal information, could have a material adverse effect on our business, reputation and financial condition. There is no assurance that privacy and security-related safeguards we implement will protect us from all risks associated with the processing (by us or our service providers), storage and transmission of such information.

Our ability to attract and maintain relationships with our members,members and users, customers and partners will depend on the satisfactory performance, reliability and availability of our internet infrastructure. Our internet marketing and advertising revenues will relate directly to the number of advertisements and other marketing opportunities delivered to our members.members and users. System interruptions or delays that result in the unavailability of websites or slower response times for members and users would reduce the number of advertising impressions and leads delivered to our customers. This could reduce our revenues as the attractiveness of our websites to our members and advertisersplatforms decreases. Our insurance policies provide only limited coverage for service interruptions and may not adequately compensate us for any losses that may occur due to any failures or interruptions in our systems. Further, we do not have multiple site capacity for all of our services in the event of any such occurrence.

Informa TechTarget helps technology companies accelerate growth through first party business-to-business (“B2B”) data, market insight and market access.

Following a period of expansion, the specialist technology research business of Informa TechTarget is now among the largest providers of these services. It employs more than 300 expert analysts and consultants to create data-driven intelligence products and advisory services for product managers, corporate strategistsstrategists, channel chiefs and the C-suite, challenging market strategies, sharpening product roadmaps and accelerating time to market and revenue.

Omdia,Through Industrythe Dive,Omdia NetLine,brand, Canalyswhich now incorporates the formerly separate specialist brands Canalys, Wards Intelligence and WardsEnterprise Strategy Group, we provide research and Formerintelligence TechTargetservices areto importanttechnology componentsproviders ofbased Informaon TechTarget.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.

For Informa TechTarget, investment in innovation and growth in research & 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.

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 their 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 shift in 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.

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, rising inflation and interest rates on the technology industry, 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.

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.

IT Deal AlertIntent: 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. PriorityInforma Engine™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.

The accompanying consolidated financial statements and related notes represent the business referred to as the Informa Tech Digital Businesses and include the performance of Former TechTarget from the closing date of the Merger through December 31, 2024. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Prior to the Contribution, the Informa Tech Digital Businesses previously were operated as part of the Informa Tech division of Informa PLC (“Informa” or “Parent”) and not as a standalone entity and had no separate legal status or existence. As such, the financial position and results of operations, for the periods prior to the Contribution, have been derived from Informa’s historical accounting records and are presented on a carve-out basis. Intercompany transactions, profits and balances among the Informa Tech Digital Businesses’ entities have been eliminated. Sale and purchase transactions between Informa TechTarget and other Informa affiliates are included in the consolidated financial statements.

During the year ended December 31, 2024,2025, the Company operated as one segment. In January 2025, the Company’s Chief Executive Officer (its Chief Operating Decision Maker), in order to better execute the strategic vision of the Merger,Merger (as defined in Note 1. Business overview and basis of presentation to the consolidated financial statements included under Part II, Item 8 of this Annual Report on Form 10-K), began the integration and reorganization of the combined businesses. The Company expects to complete the integration and reorganization, including the establishment and reporting of information such as key performance indicators for the following business segments: Intelligence and AdvisoryAdvisory, and Brand to Demand, which the Company will report on once the ability to assess performance and make resource allocation is complete.

When performance obligations are combined into a single contract, Informa TechTarget utilizes the relative stand-alone selling price (“SSP”) 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.

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.

As of December 31, 2024,2025, the Company hadhas five reporting units: Legacy TechTarget, Bluefin, NetLine, Industry Dive, and Canalys. In addition to its annual impairment analysis performed on December 31, 2024,2025, the Company also identified a sustained decline in share price during 2025 that, along with other qualitative considerations including the fourthcontinued quarterimpact offrom 2024the asconditions in the macroeconomic environment, constituted an impairment trigger for all reporting units.

ABased 10%on changethe quantitative fair value testing, a goodwill impairment of $2.1 million and $174.1 million was recognized during the three and twelve months ended December 31, 2025, respectively. The carrying value of goodwill in the Bluefin reporting unit as of December 31, 2025 was $3.7 million post-impairment. For the three months ended December 31, 2025, a 1.7% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of December 31, 20242025 would have increasedresulted orin decreasedall goodwill being impaired. For the goodwillthree impairmentmonths recognizedended byDecember $7.031, million.2025, Aa 10%0.8% changedecrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of December 31, 20242025, would have increasedresulted orin decreasedall goodwill being impaired. For the goodwillthree impairmentmonths recognizedended byDecember $29.031, million.2025, Aa 100 basis-point changeincrease in the discount rate used for the goodwill assessment over this reporting unit as of December 31, 20242025 would have increased or decreased the goodwill impairment recognized by $32$5.5 millionmillion. andFor $42the million,three respectively.months Aended December 31, 2025, a 100 basis-point changedecrease in the long-term growth rate used for the goodwill assessment over this reporting unit as of December 31, 20242025 would have increased or decreased the goodwill impairment recognized by $26$3.4 million and $33 million, respectively.million. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

The Company is subject to U.S. federal, state and foreign income taxes with respect to income or loss the Company generate.generates. Significant judgment is required in determining the Company's provision or benefit for income taxes and in evaluating uncertain tax positions.

General and administrative expenses consist primarily of salaries and related personnel costs, facility expenses and related overheads, accounting, legal and other professional fees, badallowance debtfor provision,credit losses, and stock-based compensation expenses.

Impairment of long-lived assets and goodwill primarily relates to lease impairment and goodwill impairmentimpairments inacross onethe reporting unit,units Industryof Dive,the Company as the carrying amount exceeded the fair value.

Remeasurement of contingent consideration relates to the fair value adjustment of acquisition related contingent consideration. Any remaining contingent consideration as of the Transaction was assumed by Parent.

Other income (expense), net consists primarily of unrealized/realized foreign currency transaction gains and losses.losses This includesand the remeasurement of the convertible notes utilizing the fair value option.

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.

As of MarchJune 31,30, 2026 and December 31, 2025, goodwill was $1.1 million and $45.6 million, respectively. Informa TechTarget's goodwill represents the excess purchase price of an acquired entity over the amounts assigned to assets and liabilities assumed in a business combination. 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.

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 assessedCompany's goodwill forimpairment impairment,assessment whichperformed wason December 31, 2025, the company had five reporting units. See further discussion at Note 4, Goodwill. The Company identified a sustained decline in share price during the first quarter of 2026 that, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, constituted an impairment triggering event for its reporting units. During the second quarter of 2026, there was no triggering event requiring an impairment assessment. For the three months ended March 31, 2026, Informa TechTarget performed the required impairment tests of goodwill on its previous five reporting units (pre-reorganization basis), and then on its current two reporting units (post-reorganization basis), using a discounted cash flow model with the following key assumptions in the fair value calculations:

Projected cash flows: For the first quarter of 2026, theThe 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.

Discount rate: For the first quarter of 2026, aA post-tax discount rate using a weighted average cost of capital methodology. For the cost of debt, Informa TechTarget considered market rates, based on entities with a comparable credit rating. The cost of equity is calculated using the Capital Asset Pricing Model methodology. The discount rates include appropriate risk premiums to reflect additional risks of the specific reporting units being tested.

Long-term growth rate: For the first quarter of 2026, long-termLong-term growth rates are based on external factors such as long-term Consumer Price Index rates and external market reports for the main geographic markets in which each reporting unit operates and therefore are not considered to exceed the long-term average growth prospects for the individual markets. Long-term growth rates have not been risk adjusted to reflect any of the specific reporting unit uncertainties noted above, as these uncertainties are already reflected in the discount rates used.

Tax rate: For the first quarter of 2026, theThe 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, theThe 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, theThe capital expenditures rate is based on the Company’s historical depreciation expense.

Based on the quantitative fair value testing, there was noa goodwill impairment of $26.4 million was recognized during the three months ended March 31, 2026. TheThere was no carrying value of goodwill in the IntelligenceBrand &to AdvisoryDemand 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.

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 and six months ended MarchJune 31,30, 20262026, approximately 28% and 2025, approximately 34% and 37%,29%, respectively, of our revenues were from longer-term contracts. In the three and six months ended June 30, 2025, approximately 33% and 35%, respectively, of our revenues were from longer-term contracts.

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

The following table sets forth a summary of certain key financial information for the three and six months ended MarchJune 31,30, 2026 and 2025:

Comparison of The Three Months Ended MarchJune 31,30, 2026 and 2025

Revenue for the three months ended MarchJune 31,30, 2026 was $106.0$116.1 million, ana increasedecrease of $2.2$3.8 million, or 2%,3%, compared to the three months ended MarchJune 31,30, 2025. The increasedecrease 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$2.3 million decrease in Intelligence & Advisory segment revenues, primarily due to strategiclower goResearch & Consulting services in the current period and a $1.5 million decrease in Brand to marketDemand consultingsegment areasrevenues, ofprimarily thedriven business.by a small decrease in our Demand Generation and Intent Data product lines.

Cost of revenues for the three months ended MarchJune 31,30, 2026 was $48.0$51.7 million, representing an increase of $3.9$0.5 million, or 9%,1%, compared to the three months ended MarchJune 31,30, 2025. The increase was primarily driven by a $3.2$0.3 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.assets, with a further $0.1 million increase attributable to increased labor and related costs.

GeneralSelling and Administrative.Marketing. GeneralSelling and administrativemarketing expenses decreased by $5.5$7.4 million, or 22%,20%, for the three months ended MarchJune 31,30, 2026,2026 compared to the three months ended MarchJune 31,30, 2025. The decrease was primarily driven by a $5.0$6.3 million reductiondecrease in staff‑relatedstaff-related costs, reflectingcosts post‑transaction synergiesthe company-wide restructuring and headcountworkforce reductions.reduction program initiated in August 2025. The remaining decrease is attributable to a $1.8 million decrease in third-party spend and costs optimization initiatives. This was partially offset by a $2.2$0.7 million increase in ITsales 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.commissions.

AcquisitionGeneral and IntegrationAdministrative. Costs. AcquisitionGeneral and integrationadministrative expenses increased by $6.5$3.0 million, or 70%.,16%, for the three months ended MarchJune 31,30, 20262026, compared to the three months ended MarchJune 31,30, 2025. The increase was primarily attributable to increaseda external$2.3 consultingmillion increase in staff-related costs, as the prior-year period reflected the timing of post-transaction synergies and advisorycost integrationoptimizations that resulted in a lower comparative base in the second quarter of 2025. Additionally, other operating costs comparedincreased due to thea prior$0.7 yearmillion period.increase in information technology costs.

InterestProduct Income.Development. InterestProduct incomedevelopment decreasedcosts increased by $0.8 million, or 93.7%,29%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, primarily due to decreasedhigher cashstaff balancesand inrelated thepersonnel currentcosts period.supporting product development activities.

Other Income (Expense), net. Other income for the three months ended MarchJune 31,30, 2026 was $0.9$0.5 million compared to the other expense of $3.1$5.2 million for the three months ended MarchJune 31,30, 2025,2025. The improvement was primarily dueattributable to a $3.5 million decrease in unrealized gainsforeign exchange losses on intercompany balances denominated in foreign currenciescurrencies, reflecting more favorable currency movements in the current periodperiod, whileand a $1.8 million gain on the priorsale yearof periodcertain hadintangible unrealizedassets associated with the platform known as GDC Vault to Informa. The remaining $0.4 million favorable variance was due to net improvements in other foreign exchange gains and losses on intercompanyoperational balancestransactions denominatedand in foreign currencies.balances.

`Income Tax Benefit (Expense). Income tax benefit for the three months ended MarchJune 31,30, 2026 was $11.4$2.0 million, ana increasedecrease of $37.8$17.6 million compared to the income tax expensebenefit of $26.4$19.6 million in the three months ended MarchJune 31,30, 2025. The effective tax rate was 13.8%(8.5)% and 5.3%(4.7)% for the three months ended MarchJune 31,30, 2026 and 2025, respectively. In 2026, the effective tax rate was primarily driven by a non-deductible goodwill impairment and a geographic mix of earnings. In 2025, the effective tax rate was primarily driven by non-taxable contingent consideration and larger non-deductible goodwill impairment. Due to the Company’s history of impairments the effect of the non-deductible goodwill impairment was not treated as a discrete item in the three months ended MarchJune 31,30, 2025.