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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42428

TECHTARGET, INC.

(Exact name of registrant as specified in its charter)


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

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

Registrant’s telephone number, including area code: (617) 431-9200

Former name, former address and formal fiscal year, if changed since last report: Not applicable

Securities registered pursuant to Section 12(b) of the Act.


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


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

Table of Contents


Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 8, 2025 the registrant had 71,489,000 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	4
	Unaudited Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the three and six months ended June 30, 2025 and 2024	5
	Unaudited Condensed Consolidated Statements of Stockholders' Equity for the three and six months ended June 30, 2025 and 2024	6
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024	7
	Unaudited Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Result of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	43

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 5.	Other Information	47
Item 6.	Exhibits	48
	Signatures	49

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TechTarget, Inc.

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)


	June 30, 2025			December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	61,732		$	275,983
Short-term investments		—			77,705
Accounts receivable, net of allowance for credit losses of $1,872 and $907 respectively		78,039			79,039
Related party receivables		6,826			2,900
Prepaid taxes		7,140			6,443
Prepaid expenses and other current assets		14,609			13,547
Total current assets		168,346			455,617
Non-current assets:
Property and equipment, net		3,695			4,621
Goodwill		134,978			973,398
Intangible assets, net		767,896			808,732
Operating lease right-of-use assets		13,696			15,907
Deferred tax assets		5,118			5,097
Other non-current assets		2,790			3,115
Total non-current assets		928,173			1,810,870
Total assets	$	1,096,519		$	2,266,487
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	10,186		$	10,639
Related party payables		18,679			4,795
Contract liabilities		61,504			44,825
Operating lease liabilities		5,240			5,186
Accrued expenses and other current liabilities		22,060			29,328
Accrued compensation expenses		20,923			18,093
Income taxes payable		36,478			6,701
Convertible debt		—			415,690
Total current liabilities		175,070			535,257
Non-current liabilities:
Operating lease liabilities		12,366			15,107
Other liabilities		5,326			4,913
Related party revolving line of credit		120,000			—
Deferred tax liabilities		115,076			139,356
Total non-current liabilities		252,768			159,376
Total liabilities	$	427,838		$	694,633
Stockholders’ equity:
Common stock, $0.001 par value; 250,000,000 shares authorized; 71,489,000 shares issued and outstanding at June 30, 2025; 71,460,169 shares issued and outstanding at December 31, 2024		71			71
Additional paid-in capital		1,634,904			1,626,785
Retained deficit		(997,987	)		(75,937	)
Accumulated other comprehensive income		31,693			20,935
Total stockholders’ equity		668,681			1,571,854
Total liabilities and stockholders’ equity	$	1,096,519		$	2,266,487

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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TechTarget, Inc.

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

(in thousands, except per share data)


	For the Three Months Ended						For the Six Months Ended
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
				As Restated						As Restated
Revenues1	$	119,943		$	62,968		$	223,830		$	121,627
Cost of revenues1,2		(51,164	)		(26,701	)		(95,324	)		(50,670	)
Gross profit		68,779			36,267			128,506			70,957
Operating expenses:
Selling and marketing2		37,063			14,072			70,373			27,879
General and administrative1,2		18,921			17,394			43,205			35,572
Product development2		2,596			2,909			5,385			5,928
Depreciation		531			384			1,063			787
Amortization, excluding amortization of $2,950, $143, $5,423 and $245 included in cost of revenues		22,898			11,194			46,186			22,030
Impairment of goodwill		382,248			—			841,348			—
Impairment of long-lived assets		—			155			—			2,019
Acquisition and integration costs1		14,811			22,477			24,139			29,454
Remeasurement of contingent consideration		—			2,100			—			4,164
Total operating expenses		479,068			70,685			1,031,699			127,833
Operating loss		(410,289	)		(34,418	)		(903,193	)		(56,876	)
Related party interest expense		(2,815	)		(6,202	)		(4,628	)		(12,403	)
Interest income1		62			1,231			888			2,464
Other income (expense), net		(5,222	)		152			(8,316	)		371
Loss before provision for income taxes		(418,264	)		(39,237	)		(915,249	)		(66,444	)
Income tax benefit (provision)		19,602			(966	)		(6,801	)		6,732
Net loss	$	(398,662	)	$	(40,203	)	$	(922,050	)	$	(59,712	)
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)		6,768			(669	)		10,758			1,882
Total comprehensive loss	$	(391,894	)	$	(40,872	)	$	(911,292	)	$	(57,830	)
Net loss per common share:
Basic		(5.58	)		(0.97	)		(12.90	)		(1.43	)
Diluted		(5.58	)		(0.97	)		(12.90	)		(1.43	)
Weighted average common shares outstanding:
Basic		71,487,725			41,651,366			71,476,670			41,651,366
Diluted		71,487,725			41,651,366			71,476,670			41,651,366

(1) Amounts include related party transactions as follows:
Revenues		347			70			571			154
Cost of revenues		323			53			600			53
General and administrative		4,917			8,416			10,294			16,921
Interest income		—			834			—			1,863
Acquisition and integration costs		12,101			20,940			19,361			26,995


(2) Amounts include stock-based compensation expense as follows:
Cost of revenues		426			—			734			—
Selling and marketing		2,776			—			5,533			—
General and administrative		773			300			1,484			566
Product development		185			—			368			—

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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TechTarget, Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share and per share data)


	Net Parent Deficit			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Deficit
	As Restated			As Restated			As Restated
Balance, December 31, 2023		(76,580	)		22,245		$	(54,335	)
Net loss		(19,509	)		—			(19,509	)
Net transfers to Parent		(3,098	)		—			(3,098	)
Other comprehensive income		—			2,551			2,551
Balance, March 31, 2024	$	(99,187	)	$	24,796		$	(74,391	)
Net loss		(40,203	)		—			(40,203	)
Net transfers from Parent		22,789			—			22,789
Other comprehensive loss		—			(669	)		(669	)
Balance, June 30, 2024	$	(116,601	)	$	24,127		$	(92,474	)


	Common Stock
	Number of Shares		$0.001 Par Value		Additional Paid-In Capital		Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
Balance, December 31, 2024		71,460,169		71		1,626,785		(75,937	)		20,935	$	1,571,854
Net loss		—		—		—		(523,388	)		—		(523,388	)
Other comprehensive income		—		—		—		—			3,990		3,990
Issuance of shares of common stock from RSU awards		25,012		—		—		—			—		—
Stock-based compensation		—		—		3,959		—			—		3,959
Balance, March 31, 2025		71,485,181	$	71	$	1,630,744	$	(599,325	)	$	24,925	$	1,056,415
Net loss		—		—		—		(398,662	)		—		(398,662	)
Other comprehensive income		—		—		—		—			6,768		6,768
Other share issuances		100		—		—		—			—		—
Issuance of shares of common stock from RSU awards		3,719		—		—		—			—		—
Stock-based compensation		—		—		4,160		—			—		4,160
Balance, June 30, 2025		71,489,000	$	71	$	1,634,904	$	(997,987	)	$	31,693	$	668,681

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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TechTarget, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)


	For the Six Months Ended
	June 30,
	2025			2024
				As Restated
Operating Activities:
Net loss	$	(922,050	)	$	(59,712	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		1,063			787
Amortization		51,609			22,275
Provision for bad debt		965			609
Operating lease expense		2,520			1,157
Stock-based compensation		8,119			566
Deferred tax provision		(24,302	)		(7,350	)
Impairment of long-lived assets		—			2,019
Impairment of goodwill		841,348			—
Fair value adjustment to debt		1,323			—
Gain on disposal of intangibles		—			90
Gain on disposal of property, plant and equipment		5			44
Remeasurement of contingent consideration		—			4,164
Net foreign exchange (gain)/loss		7,849			(79	)
Other		(333	)		—
Changes in operating assets and liabilities (net of the impact of acquisitions):
Accounts receivable		1,567			(2,167	)
Prepaid expenses and other current assets		(1,227	)		(523	)
Related party receivables		(3,855	)		(429	)
Accounts payable		(602	)		(2,439	)
Income taxes payable		29,466			223
Accrued expenses and other current liabilities		(7,784	)		(691	)
Accrued compensation expenses		2,433			—
Operating lease liabilities with right of use		(2,994	)		(1,500	)
Contract liabilities		15,152			16,797
Contingent consideration		—			(1,020	)
Other assets (liabilities)		257			515
Related party payables		13,177			(4,403	)
Net cash provided by (used in) operating activities		13,706			(31,067	)
Investing activities:
Purchases of property and equipment, and other capitalized assets		(81	)		(265	)
Purchases of intangible assets		(8,488	)		(3,387	)
Purchase of investments		(291	)		—
Sale of short-term investments		76,795			—
Net cash provided by (used in) investing activities		67,935			(3,652	)
Financing activities:
Cash pool arrangements with Parent		—			17,506
Contingent consideration settlement		—			(3,980	)
Proceeds from related party long term debt		135,000			—
Repayment of related party long term debt		(15,000	)		—
Repayment of convertible notes		(417,033	)		—
Net transfers from Parent		—			18,687
Net cash provided by (used in) financing activities		(297,033	)		32,213
Effect of exchange rate changes on cash and cash equivalents		1,141			(147	)
Net decrease in cash and cash equivalents		(214,251	)		(2,653	)
Cash and cash equivalents at beginning of year		275,983			10,789
Cash and cash equivalents at June 30	$	61,732		$	8,136
Supplemental disclosure of cash flow information:
Cash paid for taxes, net	$	817		$	186
Cash paid for interest on related party long term debt	$	4,376		$	13,230
Schedule of non-cash investing and financing activities:
Intangible asset purchases included in accrued expenses and other current liabilities	$	—		$	157

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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TechTarget, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

1. Business Overview and Basis of Presentation

Nature of business

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

The Transactions

On January 10, 2024, Informa, PLC (“Informa” or “Parent”) entered into a definitive agreement (the “Transaction Agreement”) to combine Informa Intrepid Holdings Inc. (“Informa Tech Digital Business” or “Informa Intrepid” or “Accounting Predecessor”), a carved-out business wholly-owned by Informa, with former TechTarget, Inc. (“Former TechTarget”) under CombineCo. In accordance with the Transaction Agreement, Informa contributed the Informa Tech Digital Business along with $350.0 million in cash, in exchange for CombineCo common stock (the “Transaction”). Additionally, CombineCo paid each Former TechTarget shareholder as consideration for one common share of Former TechTarget (i) one share of CombineCo common stock and (ii) cash consideration of approximately $11.70 per share of Former TechTarget common stock (the “Merger”, with the Transaction, collectively the “Transactions”). The Merger closed on December 2, 2024 (the “Acquisition Date”), with Informa then holding a 58% interest in CombineCo and Former TechTarget shareholders holding the remaining 42% interest in CombineCo. CombineCo changed its name to TechTarget, Inc. upon completion of the Merger.

Basis of presentation

The Merger was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combination. The condensed consolidated financial statements prior to the Acquisition Date reflect the financial statements of the Informa Tech Digital Business, as Accounting Predecessor to Informa TechTarget and the historical consolidated financial statements of Former Tech Target are consolidated only from the Acquisition Date forward.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all normal and recurring adjustments have been included such that the unaudited condensed consolidated financial statements are fairly stated. The results of operations for the periods presented are not necessarily indicative of results to be expected for any other interim periods or for the full year. The information included in these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (“SEC”) on May 28, 2025.

The Accounting Predecessor had historically operated as part of the Parent and not as a standalone entity and had no separate consolidated legal status of existence prior to the Transaction. As such, Informa TechTarget 's condensed consolidated financial statements have been derived from the Parent’s historical accounting records and were presented on a carved-out basis prior to the Transaction.

The consolidated financial statements prior to the Transaction reflect the assets, liabilities, revenues, expenses and cash flows of the businesses included within the Accounting Predecessor. The following considerations have been applied to these unaudited condensed consolidated financial statements prior to the Transaction:

•

All intercompany transactions and balances between the businesses included within the Accounting Predecessor have been eliminated. Transactions and balances with the Parent, or other non-Informa Tech Digital Business entities controlled by the Parent, are classified as related party transactions.

•

To the extent that an asset, liability, revenue or expense is directly associated with the Accounting Predecessor, it is reflected in these unaudited condensed consolidated financial statements. Since the Accounting Predecessor had been part of a wider group of companies controlled by the Parent, the unaudited condensed consolidated

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financial statements may not reflect the same financing costs had the Accounting Predecessor obtained financing on a standalone basis.

•

All costs incurred by Informa that are directly attributable to the Accounting Predecessor have been included in these unaudited condensed consolidated financial statements. The costs incurred by the Parent for certain functions and operations that were used by the Accounting Predecessor, including but not limited to executive oversight, finance, treasury, tax, legal, human resources, technology, marketing and other shared services have been allocated using appropriate and consistent allocation methods, including revenue, headcount or other relevant measures. Management of the Parent believes the costs of these services allocated to the Accounting Predecessor have been determined on a reasonable basis but may not reflect the amounts that would have been incurred by the Accounting Predecessor had it been operating on a standalone basis. These cost allocations are discussed further in Note 11. Related Party Transactions.

•

Net Parent deficit, which includes retained earnings, represents the Parent’s historical investment in the Accounting Predecessor, the accumulated net earnings or losses after taxes and the net effect of settled transactions with and allocations from the Parent. All significant transactions between the Accounting Predecessor and the Parent have been included in the accompanying unaudited condensed consolidated financial statements for all reporting periods presented. Transactions with the Parent are reflected in the unaudited condensed consolidated statements of stockholders’ equity (deficit) as net transfers to Parent and in the accompanying unaudited condensed consolidated balance sheets as net Parent deficit. All transactions reflected in net Parent deficit by the Accounting Predecessor in the accompanying unaudited condensed consolidated balance sheets have been considered as financing activities for purposes of the unaudited condensed consolidated statements of cash flows. Effective as of the Acquisition Date, net Parent deficit was converted to Common Stock and Additional Paid-in Capital.

•

The Accounting Predecessor was dependent on the Parent for the majority of its working capital and financing requirements during the financial years presented in these unaudited condensed consolidated financial statements. The Parent uses a centralized approach to managing cash and financing its operations. Transactions between the Parent and the Accounting Predecessor under this approach were treated as related party short-term debt. All cash and cash equivalent balances held by the Accounting Predecessor that are not a part of the centralized cash management approach were legally held by the Accounting Predecessor and included in the unaudited condensed consolidated financial statements.

•

The Accounting Predecessor had intercompany financing arrangements with the Parent (“related party debt”). These related party financing arrangements between the Accounting Predecessor and the Parent have been included in the accompanying unaudited condensed consolidated financial statements for all reporting periods presented. These transactions were settled on the Acquisition Date.

•

The Accounting Predecessor's current and deferred taxes are computed on a separate return basis.

The Accounting Predecessor's condensed consolidated financial statements prior to the Transaction may not be indicative of Informa TechTarget’s financial performance and do not necessarily reflect what its results of operations, financial position and cash flows would have been had Informa TechTarget operated as an independent entity during all the periods presented. The amount of actual costs that may have been incurred if Informa TechTarget were a standalone company would depend on a number of factors, including its chosen organizational structure, which functions were performed by its employees or outsourced and strategic decisions made in areas such as information technology and infrastructure.

Restatement of previously issued financial statements

Informa TechTarget restated its previously issued financial statements as of December 31, 2023 and for the years ended December 31, 2023 and 2022 in its Form 10-K filed with the SEC on May 28, 2025. The restatement included the impact on the previously issued unaudited interim financial information through September 2024. Informa TechTarget has restated its previously issued financial statements for the three and six months ended June 30, 2024 in this Form 10-Q in accordance with ASC 250, Accounting Changes and Error Corrections. The Company has also restated impacted amounts within the notes to the unaudited condensed consolidated financial statements, as applicable.

In connection with the preparation of its fiscal 2024 condensed consolidated financial statements, the following errors related to previously issued unaudited interim financial statements for the three and six months ended June 30, 2024 were identified and corrected:

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Customer relationship intangible asset amortization: The Company amortized acquired customer relationship intangible assets on a straight-line basis, as opposed to a method that reflect the pattern of consumption. The correction of this error resulted in an adjustment to increase amortization expense of $2.9 million and $5.7 million for the three and six months ended June 30, 2024, respectively.

Contingent consideration: The Company identified an error in the fair value of the Industry Dive contingent consideration principally related to the inputs used in the valuation model used to determine the fair value of the Industry Dive contingent consideration in purchase accounting related to its acquisition in September 2022 and the related subsequent fair value valuations of contingent consideration through September 2024. The correction of this error resulted in an increase in the contingent consideration remeasurement loss of $0.7 million and $1.5 million recorded for the three and six months ended June 30, 2024, respectively.

Income tax: The Company recorded the income tax impact of correcting the above errors and other adjustments (described below) for the three and six months ended June 30, 2024, resulting in an increase in the income tax provision of $0.9 million and an increase in the income tax benefit of $3.9 million, respectively.

Other adjustments

In addition to the errors identified above, the Company has corrected other immaterial errors primarily related to revenue adjustments, acquisition-related adjustments, related party related adjustments and general and administrative expenses for credit losses. These other errors are quantitatively and qualitatively immaterial, individually and in the aggregate. However, the Company has corrected these other errors as part of the correction for the material errors described above.

Impact of restatement

The following tables present the as-restated financial statement line items for the unaudited condensed consolidated statement of income (loss) and comprehensive income (loss) for the three and six months ended June 30, 2024 and unaudited condensed consolidated statement of cash flows for the six months ended June 30, 2024. The amounts in the “As Reported” columns below are amounts derived from the Company’s previously filed unaudited condensed combined financial statements included in the Company's Form 8-K, filed with the SEC on December 6, 2024. The amounts in the “Adjustment” columns present the impact of the adjustments described above. The amounts in the “As Restated” columns are the updated amounts including the impacts of the adjustments identified.

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Unaudited condensed consolidated statement of income (loss) and comprehensive income (loss):


	Three months ended June 30, 2024									Six months ended June 30, 2024
	As Reported			Adjustment			As Restated			As Reported			Adjustment			As Restated
Revenue	$	62,985		$	(17	)	$	62,968		$	122,278		$	(651	)	$	121,627
Gross profit		36,284			(17	)		36,267			71,608			(651	)		70,957
General and administrative		17,069			325			17,394			35,704			(132	)		35,572
Amortization		8,321			2,873			11,194			16,283			5,747			22,030
Acquisition and integration costs		21,895			582			22,477			29,648			(194	)		29,454
Remeasurement of contingent consideration		1,400			700			2,100			2,663			1,501			4,164
Total operating expenses		66,205			4,480			70,685			120,911			6,922			127,833
Operating loss		(29,921	)		(4,497	)		(34,418	)		(49,303	)		(7,573	)		(56,876	)
Interest expense on related party loans											(12,793	)		390			(12,403	)
Interest income											3,549			(1,085	)		2,464
Loss before provision of income taxes		(34,740	)		(4,497	)		(39,237	)		(58,176	)		(8,268	)		(66,444	)
Benefit for income taxes		(95	)		(871	)		(966	)		2,860			3,872			6,732
Net loss		(34,835	)		(5,368	)		(40,203	)		(55,316	)		(4,396	)		(59,712	)
Total comprehensive loss		(35,504	)		(5,368	)		(40,872	)		(53,434	)		(4,396	)		(57,830	)
Net loss per common share:
Basic	$	(0.84	)	$	(0.13	)	$	(0.97	)	$	(1.33	)	$	(0.10	)	$	(1.43	)
Diluted	$	(0.84	)	$	(0.13	)	$	(0.97	)	$	(1.33	)	$	(0.10	)	$	(1.43	)

Unaudited condensed consolidated statement of stockholders’ deficit

Net Parent deficit within the unaudited condensed consolidated statement of stockholders’ equity (deficit) for the three and six months ended June 30, 2024 was affected by the restated net loss amounts disclosed above as well as the impact of the acquisition and integration costs and other immaterial adjustments to net transfers to Parent.

Unaudited condensed consolidated statement of cash flows:


	Six months ended June 30, 2024
	As Reported			Adjustment			As Restated
Operating activities:
Net loss	$	(55,316	)	$	(4,396	)	$	(59,712	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		16,528			5,747			22,275
Provision for bad debt		1,066			(457	)		609
Deferred tax provision		(2,860	)		(4,490	)		(7,350	)
Remeasurement of contingent consideration		2,663			1,501			4,164
Net foreign exchange gain		-			(79	)		(79	)
Changes in operating assets and liabilities:
Accounts receivable		(3,356	)		1,189			(2,167	)
Prepaid expenses and other current assets		(621	)		98			(523	)
Related party receivables		475			(904	)		(429	)
Accrued expenses and other current liabilities		(1,281	)		590			(691	)
Income tax payable		-			223			223
Contract liabilities		17,380			(583	)		16,797
Other assets (liabilities)		(218	)		733			515
Net cash used in operating activities	$	(30,239	)	$	(828	)	$	(31,067	)
Financing activities:
Cash pool arrangements with Parent		16,742			764			17,506
Net transfer from Parent		18,623			64			18,687
Net cash provided by financing activities	$	31,385		$	828		$	32,213

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2. Significant Accounting Policies

Use of estimates

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

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

Impairment of goodwill and long-lived assets

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

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

If the qualitative impairment assessment concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, Informa TechTarget performs the quantitative goodwill impairment test, which compares the fair value of the reporting unit to its carrying value. During the first and second quarter of 2025, the Company identified a sustained decline in the Company's share price which it determined to be a triggering event for the purposes of testing goodwill impairment. Informa TechTarget estimates the fair value of its reporting units primarily using an income approach. In assessing fair value, estimated future cash flows are discounted to their present value using a weighted average cost of capital discount rate.

If the estimated fair value of a reporting unit is less than the carrying value, Informa TechTarget will record an impairment of goodwill for the amount to which the carrying value exceeds fair value. Determination of fair value is based on significant assumptions and estimates, projected cash flows, forecasted revenue growth rates and EBITDA margin, discount rates, net working capital rates, long-term growth rates, tax rates and capital expenditure rates. Upon completion of this quantitative assessment, the Company determined that the goodwill of the Canalys, Industry Dive, Bluefin Legacy and legacy TechTarget reporting units were impaired and recorded a $382.2 million and $841.3 million impairment charge during the three and six months ended June 30, 2025, respectively.

Informa TechTarget also considers whether there is an expectation that a long-lived asset will be sold or disposed of before the end of its originally estimated useful life. Recoverability of assets held and used is measured by comparing the asset group’s carrying amount and the estimated undiscounted future net cash flows expected to be generated by the asset group. If such evaluation indicates that the carrying amount of the asset group is not recoverable, an impairment loss will be recorded based on the amount by which the carrying value exceeds the fair value. The Company did not identify any impairment of long-lived assets as of June 30, 2025.

See Note 5. Goodwill for further information

Accounts receivable and allowance for credit losses

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

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have been exhausted and the potential for recovery is considered remote. Provisions for doubtful accounts are recorded in general and administrative expense.

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


Allowance for credit losses
Balance as of December 31, 2024	$	907
Addition to (release of) provision		533
Write-off		(221	)
Balance as of March 31, 2025	$	1,219
Addition to (release of) provision		761
Write-off		(108	)
Balance as of June 30, 2025	$	1,872


Allowance for credit losses
Balance as of December 31, 2023	$	1,540
Addition to (release of) provision		364
Write-off		(555	)
Balance as of March 31, 2024	$	1,349
Addition to (release of) provision		266
Write-off		(193	)
Balance as of June 30, 2024	$	1,422

Segment reporting

In applying the criteria set forth in ASC 280, Segment Reporting — Informa TechTarget has determined it operates as a single operating and reportable segment. Informa TechTarget’s Chief Operating Decision Maker ("CODM") is its Chief Executive Officer, who reviews key financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources, and evaluating financial performance.

Net loss per share

Basic income (loss) per share is determined by dividing net income (loss) by the weighted average common shares outstanding during the period. Diluted income (loss) per share is determined by dividing net income (loss) by diluted weighted average shares outstanding during the period. Diluted weighted average shares reflect the dilutive effect, if any, of potential common shares. To the extent their effect is dilutive, employee equity awards and other commitments to be settled in common stock are included in the calculation of diluted net income (loss) per share based on the treasury stock method.

The calculations of basic and diluted net loss per share for the three and six months ended June 30, 2025 and 2024 are as follows:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2025			2024			2025			2024
Net loss	$	(398,662	)	$	(40,203	)	$	(922,050	)	$	(59,712	)

Weighted average shares outstanding		71,487,725			41,651,366			71,476,670			41,651,366

Loss per share
Basic:	$	(5.58	)	$	(0.97	)	$	(12.90	)	$	(1.43	)
Diluted:	$	(5.58	)	$	(0.97	)	$	(12.90	)	$	(1.43	)

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Prior to the Transactions, Informa TechTarget did not have any shares of common stock outstanding. Accordingly, net loss per share for the three and six months ended June 30, 2024 have been calculated using the number of shares of Informa TechTarget’s common stock issued to Informa on the closing of the Transaction. When determining net loss per share for the three and six months ended June 30, 2024, the calculation of weighted average shares outstanding assumes that those shares of Informa TechTarget’s common stock were issued to Informa at the beginning of the year 2024.

In calculating diluted net loss per share, 1.4 million shares related to unvested, restricted stock units were excluded for the three and six months ended June 30, 2025 because the impact of including these restricted stock units would be anti-dilutive. There were no restricted stock units outstanding for the three and six months ended June 30, 2024.

Accounting pronouncements issued but not yet effective

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

•

ASU 2023-09 — Income Taxes (Topic 740) — Improvements to Income Tax Disclosures: Requires public entities to disclose specific categories in the effective tax reconciliation, as well as additional information for reconciling items that exceed a quantitative threshold. The ASU also requires all entities to disclose income taxes paid disaggregated by federal, state, and foreign taxes and further disaggregated for specific jurisdictions that exceed 5% of total income taxes paid, among other expanded disclosures. ASU 2023-09 is effective for annual reporting beginning in 2025. Informa TechTarget is currently evaluating the impact this ASU will have on its consolidated financial statements, but does not expect it to have a material impact on Informa TechTarget’s consolidated results.

•

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

3. Revenues

Disaggregation of revenue

Revenues by Categories:


	For the Three Months Ended				For the Six Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Marketing, advertising services, and sponsorship	$	87,134	$	36,335	$	159,417	$	69,816
Intelligence subscription services		19,682		19,178		38,528		37,870
Advisory services		13,114		7,376		25,660		13,704
Exhibitor and attendee		13		79		225		237
Total revenue	$	119,943	$	62,968	$	223,830	$	121,627

During each of the three and six months ended June 30, 2025 and 2024, no individual customer accounted for 10% or more of total revenues and no customer represented 10% or more of total accounts receivable.

Contract liabilities

Total contract liabilities as of December 31, 2024 were $44.8 million, of which $10.3 million and $38.1 million was recognized as revenue during the three and six months ended June 30, 2025, respectively.

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Long-lived assets by geographic area

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


	As of
	June 30, 2025		December 31, 2024
United States	$	12,520	$	14,304
United Kingdom		1,090		2,184
Japan		1,318		1,454
China		1,124		1,301
Rest of World		1,339		1,285
Total	$	17,391	$	20,528

No individual country outside of the United States, the United Kingdom, Japan, and China accounted for 10% or more of Informa TechTarget’s long-lived assets as of June 30, 2025 and December 31, 2024.

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4. Fair Value Measurements

Fair value of assets and liabilities

Cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities payable within one year are carried at cost, which approximates fair value due to their short-term nature. The only financial instruments measured at fair value are short-term investments and the Notes (as defined below). The fair value of these financial assets and liabilities was determined based on three levels of input as follows:

•

Level 1. Quoted prices in active markets for identical assets and liabilities;

•

Level 2. Observable inputs other than quoted prices in active markets; and

•

Level 3. Unobservable inputs.

Informa TechTarget does not have financial instruments that were measured at fair value as of June 30, 2025. The following table presents the financial instruments that were measured at fair value as of December 31, 2024:


	As of December 31, 2024
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value Measurements
Assets:
Pooled bond funds	$	—	$	77,705	$	—	$	77,705
Total short-term investments	$	—	$	77,705	$	—	$	77,705
Liabilities:
2025 Notes	$	—	$	3,030	$	—	$	3,030
2026 Notes		—		412,660		—		412,660
Total Notes	$	—	$	415,690	$	—	$	415,690

All level 2 investments are priced using observable inputs, such as quoted prices in markets that are not active and yield curves.

The fair value of the Notes was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the Notes in an over-the-counter market (Level 2).

The convertible senior notes due December 15, 2025 (the “2025 Notes”) and the convertible senior notes due December 15, 2026 (the “2026 Notes” and, together with the 2025 Notes, the “Notes”) were governed by indentures originally between Former TechTarget, as issuer, and U.S. Bank, National Association, as trustee (together, the “Indentures”). Informa TechTarget assumed all of Former TechTarget's rights and obligations under the Indentures in connection with the Merger. The Notes are unsecured and rank senior in right of payment to Informa TechTarget’s future indebtedness that is expressly subordinated in right of payment to the Notes and equal in right of payment to Informa TechTarget’s unsecured indebtedness that is not so subordinated.

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5. Goodwill

The following table represents a roll forward of goodwill balances:


	As of
	June 30, 2025
Balance as of December 31, 2024	$	973,398
Impairment		(459,100	)
Effect of exchange rate changes		1,212
Balance as of March 31, 2025	$	515,510
Impairment		(382,248	)
Effect of exchange rate changes		1,716
Balance as of June 30, 2025	$	134,978

As of June 30, 2025, the gross carrying amount and accumulated impairment losses of goodwill were $1.2 billion and $1.0 billion, respectively.

Goodwill impairment test

Informa TechTarget tests whether goodwill is impaired at least annually, during the fourth quarter, or when events and circumstances indicate an impairment may have occurred (a “triggering event”). The Company identified a sustained decline in share price during the first and second quarters of 2025 that, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, constituted an impairment triggering event for all reporting units. Accordingly, Informa TechTarget performed a quantitative goodwill impairment assessment on its reporting units using the following key assumptions in the fair value calculations:

•

Projected cash flows: Management used a two-stage valuation approach to project impairment test cash flows, which included key assumptions of forecasted revenue growth rate and EBITDA margin. Forecasts for the first stage and second stage include management expectations of Informa TechTarget's financial performance with key assumptions of forecasted revenue growth rate and EBITDA margin and represent the best estimate of the future performance of the relevant reporting units. The first stage consisted of approved projected financial information for a period of three years, followed by a steady state period of long-term growth. Forecasts for the second stage are based on determining the Company’s terminal value, which is the value of the business beyond the discrete forecast period and was estimated using the H‑Model. The H‑Model is typically applied to a subject company where the explicit forecast period reflects the company’s earlier stage of development. The H‑Model is a two‑stage growth model with an initial high‑growth rate stage, followed by a perpetual normalized growth stage. The growth rate in the initial high growth phase was set equal to the revenue growth rate in the reporting unit’s final discrete period, and declines linearly over a 3 year period to reach the stable growth rate in the long‑term.

•

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

•

Long-term growth rate: Long-term growth rates are based on external factors such as long-term Consumer Price Index rates and external market reports for the main geographic markets in which each reporting unit operates. Long-term growth rates have not been risk adjusted to reflect any of the business uncertainties noted above, as these uncertainties are already reflected in the discount rates used.

•

Tax rate: The tax rate is based on external reports of the weighted-average corporate tax rates for the main geographic markets in which each reporting unit operates.

•

Net working capital rate: The net working capital rate is based on the market participant level of cash free net working capital, and a comparison of guideline public companies.

•

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

These estimates can be affected by several factors, including general economic, industry, and regulatory conditions; the risk-free interest rate environment; and Informa TechTarget's ability to achieve its forecasted operating results.

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During the three months ended June 30, 2025, Informa TechTarget recognized impairment charges related to its Canalys, Industry Dive, NetLine, Bluefin Legacy and legacy TechTarget reporting units of $15.5 million, $87.9 million, $14.3 million, $16.3 million and $248.2 million, respectively. During the six months ended June 30, 2025, Informa TechTarget recognized impairment charges related to its Canalys, Industry Dive, NetLine, Bluefin Legacy and legacy TechTarget reporting units of $35.2 million, $215.3 million, $14.3 million, $139.8 million and $436.7 million, respectively. After the impairment, the Canalys, Industry Dive, NetLine, Bluefin Legacy and legacy TechTarget reporting units had remaining goodwill of $17.0 million, $53.8 million(1), $27.2 million, $37.0 million and $0.0 million, respectively.

Throughout the remainder of the fiscal year 2025, the Company will continue to monitor relevant facts and circumstances, including any future declines in its stock price, along with other qualitative considerations, if any, including the continued impact from the conditions in the macroeconomic environment. As a result, the Company may be required to record additional goodwill impairment charges. While management cannot predict if or when additional goodwill impairments may occur, future goodwill impairments could have material adverse effects on the Company's results of operations and financial condition.

Fair value assessments of a reporting unit are considered a Level 3 measurement due to the significance of unobservable inputs used in their estimate. For the three months ended June 30, 2025, the discount rate used in the impairment test for the reporting units ranged from 14.0% to 15.0%. For the three months ended March 31, 2025, the discount rate used in the impairment test for the reporting units ranged from 10.0% to 12.0%. For both the three and six months ended June 30, 2025, the long-term growth rate used in the impairment tests was 3.0%.

(1) There was an immaterial typographical footnote only error in the Company's Form 10-K for the year ended December 31, 2024, as filed with the SEC on May 28, 2025, where the December 31, 2024 ending carrying value of goodwill of the Industry Dive reporting unit was reported at $186.1 million instead of $269.1 million.

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6. Business Combination

As described in Note 1. Business Overview and Basis of Presentation, in January 2024, Informa TechTarget entered into the Transaction Agreement and closed the Merger on December 2, 2024. The acquisition positions the Company as a leading provider of data driven marketing analytics, sales enablement solutions, advisory services, and events for the enterprise technology and technology enabled vertical markets. It also provides the Company with greater product diversification through the addition of research brands that provide annual subscription revenue paid in advance as well as revenue from ad-hoc consulting projects.

In accordance with the Transaction Agreement, Informa TechTarget paid each Former TechTarget shareholder as consideration for one share of common stock of Former TechTarget (i) one share of Company common stock and (ii) cash consideration of approximately $11.70 per share of Former TechTarget common stock. The total purchase price paid for Former TechTarget was $951.4 million.

The following table summarizes the allocation of the purchase price to the fair values assigned to assets acquired and liabilities assumed as of closing of the Transaction.


	TechTarget
Assets acquired
Cash and cash equivalents	$	276,656
Short-term investments		77,539
Accounts receivable		37,604
Prepaid taxes		3,130
Prepaid expenses and other current assets		5,475
Property and equipment		2,800
Intangible assets		575,000
Operating lease assets with right-of-use		12,268
Other assets		650
Total assets acquired	$	991,122

Liabilities assumed
Accounts payable	$	8,073
Convertible senior notes		413,570
Current operating lease liabilities		3,113
Accrued expenses and other current liabilities		18,633
Accrued compensation expenses		3,334
Income taxes payable		4,278
Contract liabilities		16,411
Non-current operating lease liabilities		12,195
Deferred tax liabilities		124,398
Other liabilities		325
Total liabilities assumed	$	604,330
Net assets acquired	$	386,792
Goodwill		564,657
Total consideration	$	951,449

7. Intangible Assets

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

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		As of June 30, 2025
	Weighted average remaining useful live (years)	Gross Carrying Amount		Accumulated Amortization			Net
Brands and trademarks	14.15	$	174,523	$	(29,878	)	$	144,645
Customer relationships database	14.55		610,053		(115,959	)		494,094
Intellectual property	6.40		160,342		(52,127	)		108,215
Developed technology	0.68		1,337		(1,119	)		218
Internal-use software	3.17		31,344		(10,620	)		20,724
Total intangible assets		$	977,599	$	(209,703	)	$	767,896


		As of December 31, 2024
	Weighted average remaining useful live (years)	Gross Carrying Amount		Accumulated Amortization			Net
Brands and trademarks	14.66	$	174,423	$	(24,493	)	$	149,930
Customer relationships database

TechTarget, Inc. 10-Q