UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
For the fiscal year ended December 31, 2025
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES 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)

(617) 431-9200

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	TTGT	Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 ☐ Emerging Growth Company ☐

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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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☒☐

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

The aggregate market value of the registrant’s ~~was~~common ~~not~~stock aheld ~~public~~by ~~company~~non-affiliates of the registrant was approximately $221 million as of June 30, ~~2024,~~2025 ~~the~~(based ~~last~~on ~~business~~a ~~day~~closing price of ~~its~~$7.77 ~~most~~per ~~recently~~share ~~completed~~as ~~second~~quoted ~~fiscal~~by ~~quarter,~~the ~~and~~Nasdaq ~~therefore~~Global ~~cannot~~Market ~~calculate~~as ~~the~~of ~~aggregate~~such ~~market~~date). ~~value~~In ofdetermining ~~its~~the ~~voting~~market ~~and~~value of non-~~voting~~affiliate common ~~equity~~stock, ~~held~~shares ~~by non-affiliates as~~ of ~~such~~the ~~date. The~~ registrant’s common stock beneficially owned by officers, ~~par~~directors ~~value~~and $0affiliates have been excluded.~~001,~~ ~~began~~This ~~trading~~determination onof ~~the~~affiliate ~~Nasdaq~~status ~~Global~~is ~~Select~~not ~~Market~~necessarily ona ~~December~~conclusive 3,determination ~~2024~~for other purposes.

AsThe ofregistrant ~~May~~had 2372, ~~2025~~292,654 ~~there~~shares ~~were~~of 71Common Stock,~~489,000~~ ~~shares~~$0.001 ofpar ~~the~~value ~~Registrant’s~~per ~~common~~share, ~~stock~~ outstanding as of March 6, 2026.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement relating to the registrant’s 2026 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after the end of the registrant’s fiscal year ended December 31, 2025, are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent described therein.

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TABLE OF CONTENTS

PART I		7
Item 1.	Business	7
Item 1A.	Risk Factors	2120
Item 1B.	Unresolved Staff Comments	4038
Item 1C.	Cybersecurity	4039
Item 2.	Properties	4140
Item 3.	Legal Proceedings	4240
Item 4.	Mine Safety Disclosures	4240
PART II		4341
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4341
Item 6.	[Reserved]	4442
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4543
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	6156
Item 8.	Financial Statements and Supplementary Data	6257
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~118~~100
Item 9A.	Controls and Procedures	~~118~~100
Item 9B.	Other Information	~~120~~102
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	~~120~~102
PART III		~~121~~103
Item 10.	Directors, Executive Officers and Corporate Governance	~~121~~103
Item 11.	Executive Compensation	~~124~~103
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~140~~103
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~141~~103
Item 14.	Principal Accountant Fees and Services	~~144~~103
PART IV		~~146~~104
Item 15.	Exhibits and Financial Statement Schedules	~~146~~104
Item 16.	Form 10-K Summary	~~148~~106

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Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K (the “Annual Report”) contains “forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve substantial risks and uncertainties. All statements, other than historical facts, are forward-looking statements, including: statements regarding the expected benefits of the Transactions (as defined in ~~Item~~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) such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profile, business plans, expanded portfolio and financial strength; our expectations surrounding the Transactions and our ability to grow our business and bolster our financial position; our expected contractual obligations and capital expenditures; our future results of operations and financial position; industry and business trends; the impact of market conditions and other macroeconomic factors on our business, financial condition and results of operations; our future business strategy, plans, market growth and our objectives for future operations; the effectiveness of our ~~competitive~~Restructuring ~~market~~Plan ~~position~~(as ~~within~~defined ~~our~~in ~~industry;~~Item ~~and~~1. ~~timing~~Business) of; ~~our~~the continued remediation of ~~the~~ material weaknesses in our internal control over financial reporting; and our competitive market position within our industry. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “plan,” “could,” “would,” “project,” “predict,” “continue,” “target,” or the negatives of these words or other similar terms or expressions that concern our expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, and expectations that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements.

We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements. Important factors that could cause actual results to differ materially from such plans, estimates, or expectations include, among others: unexpected costs, charges, or expenses resulting from the Transactions or the Restructuring Plan; uncertainty regarding our expected financial performance; failure to realize the anticipated benefits of the Transactions, including as a result of integrating ~~our~~the legacy Informa Tech Digital Businesses with our legacy TechTarget business, or the Restructuring Plan; our ability to implement our business strategy; difficulties and delays in achieving revenue and cost synergies; evolving legal, regulatory, and tax regimes; changes in economic, financial, political, and regulatory conditions in the United States and elsewhere, and other factors that contribute to uncertainty and volatility; natural and man-made disasters, civil unrest, pandemics, geopolitical uncertainty and conflicts, and conditions that may result from legislative, regulatory, trade, and policy changes associated with the current or subsequent U.S. administrations; our ability to meet expectations regarding the accounting and tax treatments of the Transactions; market acceptance of our products and services; the impact of pandemics and future health epidemics and any related economic downturns on us and the markets in which we and our customers operate; changes in economic or regulatory conditions or other trends affecting the internet, internet advertising and information technology (“IT”) industries; data privacy and artificial intelligence (“AI”) laws, rules, and regulations; the impact of foreign currency exchange rates; certain macroeconomic factors facing the global economy, including instability in the regional banking sector, disruptions in the capital markets, economic sanctions and economic slowdowns or recessions, tariffs and trade disputes, rising inflation and interest rate fluctuations on our operating results; and other matters included in our filings with the Securities and Exchange Commission, and those detailed under Part I, Item 1A, “Risk Factors” of this Annual Report.

The summary of risks and uncertainties, as well as the other risks described elsewhere in this Annual Report, should not be considered to be a complete statement of all potential risks and uncertainties. Other factors may affect the accuracy and reliability of forward-looking statements. We caution you not to place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes. Actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, may differ materially from those made in or suggested by the forward-looking statements contained in this Annual Report.

Any forward-looking statements speak only as of the date of this Annual Report. Neither we, nor our affiliates, advisors or representatives, undertake any obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by applicable law.

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Risk Factor Summary

The following is a summary of the risks and uncertainties that could have a material adverse impact on our business, financial position, results of operations or cash flows. You should read this summary in conjunction with the more complete discussion of the risk factors we face, which are set forth in the section entitled “Risk Factors” in Part I, Item 1A of this Form 10-K.

Risks related to the Transaction

•

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

•

Informa could engage in business and other activities that compete with us.

•

Failure to successfully implement and operate under the Data Sharing Agreement between us and Informa could impact the potential benefits of the Transactions.

•

The corporate opportunity provisions in our Amended and Restated Certificate of Incorporation and the Stockholders Agreement may enable Informa to benefit from corporate opportunities that might otherwise be available to us.

Risks related to our Business

•

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

•

We generate revenue from sales of subscriptions to our platforms and 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.

•

General domestic and global economic, business or industry conditions, financial market instability, and geopolitical changes have in the past and are expected to continue to adversely affect our business.

•

The areas in which we compete are rapidly evolving, which makes it difficult to forecast demand for our products and services.

•

Because most of our customers are in the enterprise technology industry, our revenues are subject to characteristics of the enterprise technology industry that can affect advertising spending by B2B technology companies.

•

Our future growth depends in large part on continued increases in sales of data-driven products and services.

•

The majority of our revenues are primarily derived from short-term contracts that may not be renewed.

•

Because we recognize subscription revenue over the subscription term, downturns or upturns in new sales, renewals and upgrades will not be immediately reflected within our results of operations.

•

If we are unable to deliver content and services that attract and retain a critical mass of members and users, our ability to attract customers may be affected, which could in turn have an adverse effect on our revenues.

•

We depend on internet search engines to attract a significant portion of visitors to our websites. If our websites were to become listed less prominently in search results due to changes in the search engines’ algorithms or otherwise, our business and operating results could be materially harmed.

•

There are a number of risks associated with our international operations.

•

Competition for customers’ marketing and advertising spending is intense, and we may not compete successfully, which could result in a material reduction in our market share, the number of our customers and our revenues.

•

We rely on key counterparties to support our business and help deliver certain of our products.

•

We may not innovate at a successful pace, which could harm our operating results.

•

We may be unable to continue to build awareness of our brands, which could negatively impact our business.

•

If we do not retain our key personnel, our ability to execute our business strategy will be adversely affected.

•

We may not be able to attract, hire and retain qualified personnel cost-effectively, which could impact the quality of our content and services and the effectiveness and efficiency of our management.

•

We may fail to identify or successfully acquire and integrate businesses, products and technologies.

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Risks Related Privacy, Technology and Security

•

We may have limited protection of our intellectual property rights which others could infringe.

•

Claims from third parties based on the content created by us and third parties on our websites could result in costly litigation, payment of damages or the need to revise the way we conduct our business.

•

Changes in laws and standards ~~relating~~related to marketing, data collection ~~and use~~, and ~~the~~ privacy ~~of internet users~~ could significantly impact our ability to conduct business, reduce our ~~business~~marketing and advertising service revenues, and impose substantial compliance costs.

•

The loss of personal, confidential, and/or proprietary information due to our cybersecurity systems or the systems of our customers, vendors, or partners being breached could cause us to incur significant legal and financial exposure and liability, and materially adversely affect our business, operating results and reputation.

•

Our business depends on continued and unimpeded access to the internet by us and our members and users. If government regulations relating to the internet change, internet access providers may be able to block, degrade, or charge for access to certain of our products and services, which could lead to additional expenses and the loss of customers.

•

We may face risks associated with our use of certain AI, machine learning, and large language models.

Risks related to Financial and Accounting Matters

•

We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, if management identifies additional material weaknesses in the future or if we otherwise fail to maintain effective internal control over financial reporting, we may not be able to accurately or timely report our financial position or results of operations.

•

Our ability to raise capital in the future may be limited.

•

Impairment charges have in the past and may in the future adversely affect our operating results and can result in declines in our stock price.

•

Our significant indebtedness could adversely affect our financial condition.

•

Taxing authorities may successfully assert that the Company should have collected, or in the future we should collect, sales and use, value added, or similar taxes.

•

Changes in applicable tax laws could result in adverse tax consequences to us.

Risks Related to the Ownership of Our Common Stock

•

We are controlled by Informa. The interests of Informa may differ from the interests of our other stockholders.

•

Certain of our directors will have to navigate potential conflicts of interest arising from their relationship with Informa. Such relationships may result in such directors having interests that may be different from or in addition to the interests of our stockholders generally for certain decisions.

•

Our Chief Executive Officer provides services to the Company through a secondment agreement rather than being directly employed by us.

•

Informa is prohibited, subject to certain exceptions, from transferring shares of our common stock or acquiring more shares of our common stock until the second anniversary of the closing, after which, subject to restrictions, it will be permitted to transfer its shares of our common stock and acquire more shares of our common stock.

•

Informa has the right to purchase additional securities from us, which could have a negative impact on our stock price.

•

The benefits and synergies attributable to the combination of the businesses may vary from expectations, which may negatively affect the market price of shares of our common stock.

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PART I

Item 1. Business

TechTarget, Inc. (“Informa TechTarget”, the “Company”, “we”, “us” or “our”) is a leading business-to-business (“B2B”) growth accelerator, informing and influencing technology buyers and sellers globally. We were formed through the combination of the businesses of TechTarget Holdings Inc. (former TechTarget, Inc.) (“Former TechTarget”) and the digital businesses of Informa PLC’s Informa Tech division (the “Informa Tech Digital Businesses”), which occurred on December 2, 2024 (the “Closing Date”) when we completed the Transactions contemplated by the Agreement and Plan of Merger, dated as of January 10, 2024 (the “Transaction Agreement”), by and among us, Former TechTarget, Toro Acquisition Sub, LLC (“Merger Sub”), Informa PLC (“Informa”), Informa US Holdings Limited (“Informa HoldCo”) and Informa Intrepid Holdings Inc. (“Informa Intrepid”).

Pursuant to the Transaction Agreement, among other things, the following occurred:

The Informa Tech Digital Businesses Reorganization. Prior to the closing of the Transactions (the “Closing”), Informa undertook certain restructuring transactions to separate the Informa Tech Digital Businesses from Informa’s other business activities (the “Informa Tech Digital Businesses Separation”). Following the Informa Tech Digital Businesses Separation, all Informa Tech Digital Businesses were held directly or indirectly by Informa Intrepid.

The Contribution. At the Closing, in exchange for an aggregate of 41,651,366 shares of our common stock, par value $0.001 per share (“common stock”), Informa HoldCo contributed (i) all of the issued and outstanding shares of capital stock of Informa Intrepid and (ii) $350.0 million in cash (collectively, the “Contribution”) to us.

The Merger. At the Closing, Merger Sub merged with and into Former TechTarget, with Former TechTarget as the surviving corporation (the “Merger” and, collectively, with the Informa Tech Digital Businesses Separation, the Contribution and the other transactions contemplated by the Transaction Agreement, the “Transactions”). As a result of the Merger, each issued and outstanding share of Former TechTarget common stock, par value $0.001 per share (“Former TechTarget common stock”), as of immediately prior to the effective time of the Merger (other than Toro Excluded Stock (as defined in the Transaction Agreement), which were cancelled without consideration, and Toro Dissenting Shares (as defined in the Transaction Agreement)) were converted into the right to receive (i) one share of our common stock and (ii) a pro rata share of an amount in cash equal to $350 million, which per share cash consideration amount was equal to $11.6955 per share of Former TechTarget common stock (the “Merger Consideration”). At the Closing, Former TechTarget changed its name from “TechTarget, Inc.” to “TechTarget Holdings Inc.,” and we changed our name from “Toro CombineCo, Inc.” to “TechTarget, Inc.”

Informa TechTarget

Today, we sit at the intersection of tech and B2B marketing in an area estimated to be worth $20 billion annually with approximately 45,000 potential customers. We compete in the Intelligence ~~and~~& Advisory, Brand ~~and~~& Content, and Demand ~~and~~& Intent markets.

We have powerful scale in permissioned B2B first-party data and a unique end-to-end portfolio of data-driven solutions that services the full B2B product lifecycle, from R&D to return on investment ("ROI"): from strategy, messaging and content development to in-market activation via brand, demand generation, purchase intent data and sales enablement. WeIncreasingly, ~~leverage~~we ~~both~~are ~~inbound~~leveraging ~~and~~AI ~~outbound~~to ~~audience~~bolster ~~development strategies through~~ our ~~search~~differentiation ~~engine optimization techniques and our ability~~ to ~~create~~both ~~relevant~~technology ~~content~~buyers toand ~~attract~~sellers, ~~audiences~~including ~~that~~growing ~~are~~audience ofreferrals ~~interest~~from toAI ~~our~~search ~~customers~~channels.

For technology buyers and business professionals, which we refer to as audiences, our strategy calls for us to deliver trusted, independent research, primary data, analysis and high-quality editorial content that uniquely informs and has the potential to influence technology buyers. We believe we are well positioned to deliver on this strategy. As of December 31, 2024, we employed over 2,100 industry and market experts across more than 220 B2B brands, positioning us at the heart of a permissioned audience of more than 53 million technology and business professionals.

For technology sellers, which we refer to as clients, our strategy is to offer expert-led, data-driven, digitally enabled products that help those clients to identify and influence technology buyers through the full product journey, and based on this value proposition, for us to be a strategic partner to many of the technology industry’s largest and most successful, fastest and most innovative ~~disruptors~~players, shortening those clients’ time to market and, critically, to revenue. We have the ambition to become a leading B2B growth accelerator.

We focus on four core growth drivers when executing on these strategies:

Enterprise IT market acceleration: The enterprise IT market is forecast to grow at a 7.1% compounded annual growth rate in the United States over the next five years, driven by easing inflation, improving gross domestic product trends and accelerated growth in research and development investment and innovation, underpinned by the rapid expansion of AI applications.

International expansion: We estimate that technology sellers based outside the United States represent approximately 40% of the global market opportunity for the products we offer. We believe we are well positioned to exploit that market opportunity and intend to do so. Through our Specialist Tech Research business and a portfolio of localized specialist content websites, we have a presence in the United Kingdom, India, Spain, France, China, Australia, Singapore, Japan and other countries, with the Middle East region becoming an increasingly relevant opportunity.

Growth in Industry Technology Markets: We plan to expand our product set into adjacent, tech-driven growth markets, including for example AutoTech, GameTech, HealthTech and FinTech, partially by leveraging our data sharing agreement (the “Data Sharing Agreement”) with Informa, to extensive B2B datasets covering these growth markets.

New product and platform development: We intend to exploit our expanded scale, reach and talent to accelerate platform enhancements and new product launches to deliver richer data-driven insights and deeper market access. The new products we intend to develop include audience focused services, such as new content websites, newsletters, and research, which are designed to expand and enrich B2B audiences, and go-to-market products and services intended to accelerate client time to market and to revenue, including Intelligence & Advisory, Brand & Content and Intent & Demand. Towards the end of 2025, we launched Informa TechTarget Portal a unified platform for insights and activation that integrates our entire solution portfolio to drive more effective customer sales and marketing outreach. The new platform is intended to significantly enhance and succeed the Priority Engine predecessor.

In addition to pursuing these organic growth opportunities, we believe we are positioned to expand our businesses and market presence by opportunistically acquiring complementary businesses that add additional data, audiences, content and go-to-market and/or new capabilities that further differentiate our product offerings.

Informa TechTarget offers certain of its products to customers on a subscription basis, including annual contracts paid in advance (attracting strong cash characteristics) and other contracts that are subject to the customers’ right of termination.

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We ~~focus~~expect onto ~~four~~grow ~~core~~our ~~growth~~subscription ~~drivers~~and ~~when~~long-term ~~executing~~contract onrevenues, ~~these~~allowing ~~strategies:~~us to work more closely with customers over a longer time period and provide a larger base of recurring revenue.

Enterprise IT market acceleration: The enterprise IT market is forecast to grow at a 6% compounded annual growth rate over the next five years, driven by easing inflation, improving gross domestic product trends and accelerated growth in research and development investment and innovation, underpinned by the rapid expansion of artificial intelligence applications.

International expansion: We estimate that technology sellers based outside the United States represent approximately 40% of the global market opportunity for the products we offer. We believe we are well positioned to exploit that market opportunity and intend to do so. Through our Specialist Tech Research business and a portfolio of localized specialist content websites, we have a significant presence in the United Kingdom, India, Spain, France, China, Australia, Singapore, Japan and other countries.

Growth in Industry Technology Markets: We plan to expand our product set into adjacent, tech-driven growth markets, including for example AutoTech, GameTech, HealthTech and FinTech, by leveraging our data sharing agreement (the “Data Sharing Agreement”) with Informa, to extensive B2B datasets covering these growth markets.

New product and platform development: We intend to exploit our newly expanded scale, reach and talent to accelerate platform enhancements and new product launches to deliver richer data-driven insights and deeper market access. The new products we intend to develop include audience focused services, such as new content websites, newsletters, and research, which are designed to expand and enrich B2B audiences, and go-to-market products and services intended to accelerate client time to market and to revenue, including Intelligence & Advisory, Brand & Content and Intent & Demand. We also intend to evolve our Priority Engine into a unified platform for insights and activation that integrates our entire solution portfolio to drive more effective customer sales and marketing outreach.

In addition to pursuing these growth opportunities, we expect to expand our businesses and market presence by opportunistically acquiring complementary businesses that add additional data, audiences, content and go-to-market and/or new capabilities that further differentiate our product offerings. We expect to fund these potential acquisitions using our operating cash flow.

Informa TechTarget offers products to customers on a subscription basis, including annual contracts paid in advance (attracting strong cash characteristics) and other contracts that are subject to the customers’ right of termination. We expect to grow our subscription and long-term contract revenues, allowing us to work more closely with customers over a longer time period and provide a larger base of recurring revenue.

Strong long-term market fundamentals for Technology and B2B Marketing

We sit at the intersection of tech and B2B marketing, each dynamic and innovative markets in their own right, and each with compelling structural growth drivers. We estimate that the participants in these interconnected markets collectively generate revenues from these markets of approximately $20 billion per year. We believe the strength and growth potential of these markets ~~will~~represents ~~represent~~ a robust and growing market opportunity for us.

We believe our analysis of this market opportunity is consistent with society’s embrace of technology. Technology is present in all aspects of daily life, work, and business. Enterprise technology, incorporating software and hardware systems used by large organizations for anything from customer relationship management to networking and cyber security, is central to operating effectively and efficiently. The pace of innovation and change is rapid, creating a constant cycle of investments in enhancing, upgrading and replacing technology. Our immediate and prospective future clients are deeply involved in that cycle, and the products we offer are designed to optimize our clients’ ability to address the opportunities presented by this cycle.

We believe that investment in innovation and growth in the research and development (“R&D”) budgets of our clients ~~are~~provides ~~expected to provide~~ a leading indicator of demand for our products and services. This growth in technology-related R&D is driving a new wave of investment and innovation, enhancing existing products and inspiring the next generation of products and services.

Over time, the scale of technology purchasing has grown in size, resulting in B2B buying behavior becoming more complex. This complexity has led to longer sales cycles as more research is undertaken prior to purchasing technology products and platforms. Typically, large technology purchasing decisions will involve a number of people across an organization from technology professionals to chief information officers, chief financial officers and often chief executive officers. Research for purchasing technology takes many forms, with an increasing amount conducted online, including by reading and viewing specialist digital content, reviews, information, product profiles and bespoke research, as well as through webinars and online discussions.

We estimate that as much as 7580% of the B2B buyer’s product selection process is now completed before the buyer makes contact with the sales team of a vendor. For technology vendors, online presence and digital brand visibility are therefore critical and have led 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.

8We believe we are at the center of this B2B buyer behavior, delivering highly relevant content and research to technology buyers that informs, educates and influences them along the different stages of their buyer journey.

~~Table~~Our ofcore ~~Contents~~value proposition centers on the concept that these interactions with our 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, can 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. Moreover, through content marketing and custom content services, technology vendors can not only identify prospective buyers but also engage and influence them by developing bespoke content that profiles relevant products in areas they have been researching.

critical and have led 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.

We believe we are 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.

Our core value proposition centers on the concept that these interactions with our content — who reads what, who clicks to find out more, how long buyers spend on specific websites, etc. — and general online behavior, when captured, enriched and analyzed, can 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. Moreover, through content marketing and custom content services, technology vendors can not only identify prospective buyers but also engage and influence them by developing bespoke content that profiles relevant products in areas they have been researching.

For the B2B sales and marketing teams at technology vendors, this information is critical to targeting the right buyers at the right time, raising brand awareness and positioning products with the right audiences to secure leads that turn into sales. As a result, technology marketers and sales teams are increasingly using audience data to drive decisions and determine which prospective accounts should be prioritized for follow up. With increasing scrutiny and focus on ROI, data-driven B2B marketing is becoming ever more relevant given it is typically more measurable, with more efficiency than more traditional advertising and marketing services, helping to increase lead conversion rates, reduce the cost of customer acquisition and generate more revenue per dollar of marketing spend.

Furthermore, as awareness and scrutiny of data privacy and data protection ~~becomes~~continue to become more prominent, we believe marketers will increasingly insist upon solutions that are built upon permissioned audience data.

Key Strategic Strengths

We are a dynamic player inat athe large and growing ~~area~~intersection of tech and B2B marketing and expect to benefit from a number of key strategic strengths:

•

Scale in audience development: Our ~~recently~~business ~~completed combination~~ has expanded ~~our~~ scale in segmented B2B audiences through our portfolio of specialist B2B tech media brands and our leading specialist tech research business, Omdia. ~~As of December 31, 2024, our business had more than 53 million registered members and users of our own media brands.~~ The targeted nature of this member/user base enables B2B technology companies to reach highly specified audiences with interests in specific products and services. We intend to leverage both inbound and outbound audience development strategies through our search engine optimization techniques and our ability to create relevant content to attract audiences that are of interest to our customers. We expect to leverage our editorial and analyst teams to create unique interactive content to drive audience engagement as well as create unique insights from specialist segments within the overall audience.

Scale in specialist technology research: We believe we have a leading position in specialist technology research through Omdia, which is currently one of the largest players in this market, among the likes of Gartner, Forrester, IDC and Frost and Sullivan. Omdia employs expert analysts to create data-driven intelligence products and custom research and advisory services for product managers, corporate strategists and the C-suite, challenging market strategies, sharpening product roadmaps and accelerating time to market and revenue. Tracking activity across this type of research provides different insights into the purchasing intent and behavior of technology buyers, including early insight into strategic intent and investments. Through its legacy brands, the Intelligence & Advisory analysts have vendor and service provider (client) relationships going back decades. These trusted relationships include access to unique data sharing agreements and permissioned access to first party intelligence on product development, shipment data and market strategies. When combined with the access to Informa TechTarget’s audience data, Omdia is well positioned to provide unique insight for clients on both the buy-side and sell-side of the technology market. We believe this helps increase the relevance of our content offer to our audiences and deliver better insights and prospects to our customers. 8

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~~Data~~targeted ~~gathered~~nature ~~from~~of ~~face-to-face~~this ~~events~~member/user isbase ~~expected~~enables toB2B ~~add~~technology acompanies ~~different~~to ~~type~~reach ofhighly ~~first-party~~specified ~~data,~~audiences ~~providing~~with ~~further~~interests ~~depth~~in specific products and ~~breadth~~services. toOur ~~our~~audience ~~customer~~development ~~insights,~~strategy ~~increasing~~is ~~the~~highly ~~relevance~~diversified, ofleveraging ~~our~~multiple ~~content~~audience ~~offer~~acquisition toand ~~our~~engagement ~~audiences~~tactics and ~~delivering~~channels, ~~better~~including ~~insights~~daily ~~and~~newsletters ~~prospects~~from toour ~~customers~~Dive brands, ~~further~~direct ~~improving~~web ~~ROI.~~engagement Infor ~~addition~~premium editorial brands like Dark Reading, ~~our~~BrightTALK ~~Intelligence~~webinar &channels, ~~Advisory~~social ~~teams~~communities, ~~will~~and ~~utilize~~increasingly ~~aggregate~~AI ~~audience~~search ~~data~~engine toreferrals. ~~enrich~~We ~~and~~continue ~~enhance~~to ~~the~~leverage ~~market~~our ~~intelligence~~editorial ~~subscription~~and ~~offerings~~analyst teams to ~~provide~~create ~~additional~~highly credible, differentiated ~~value~~content and insights for the specialist segments within our ~~clients~~overall audience.

•

Scale in specialist technology research: We believe we have a leading position in specialist technology research through Omdia, which employs expert analysts to create data-driven intelligence products and custom research and advisory services for product managers, corporate strategists and the C-suite, challenging market strategies, sharpening product roadmaps and accelerating time to market and revenue. Tracking activity across this type of research provides different insights into the purchasing intent and behavior of technology buyers, including early insight into strategic intent and investments. Our Intelligence & Advisory analysts have vendor and service provider (client) relationships going back decades. These trusted relationships include access to unique data sharing agreements and permissioned access to first party intelligence on product development, shipment data and market strategies. When combined with the access to Informa TechTarget’s audience data, Omdia is well positioned to provide unique insight for clients on both the buy-side and sell-side of the technology market. We believe this helps increase the relevance of our content offer to our audiences and deliver better insights and prospects to our customers.

•

Scale in first-party B2B data: Our analytical platforms collect information on millions of audience interactions with our content, both through our websites and via email. We believe this first-party data provides valuable insights into the preferences of these audiences and their purchasing intent. We have significant scale in permissioned first-party B2B data. This includes all registered members, users and other readers of content from our portfolio of specialist brands and through our access to the B2B audiences and related data captured by the Informa Group’s IIRIS proprietary data platform, which is available through the Data Sharing Agreement. This includes attendee information and behavior from Informa’s face-to-face events, which serve a range of different segments beyond enterprise. Data gathered from face-to-face events adds a different type of first-party data, providing further depth and breadth to our customer insights, increasing the relevance of our content offer to our audiences and delivering better insights and prospects to customers, further improving ROI. In addition, our Intelligence & Advisory teams utilize aggregate audience data to enrich and enhance the market intelligence subscription offerings to provide additional differentiated value for our clients.

•

Brand reputation and scale in customer relationships: We are one of the most established and best recognized brands in the market, both as a source of high-quality specialist technology content for buyers doing research, and also for our data-driven B2B solutions that deliver demand generation and buyer intent data for technology vendors.

•

Scale in leading B2B technology: ~~Our~~We ~~legacy businesses~~ have experience in developing effective technology platforms to serve both technology buyers and vendors. This includes a leading buyer intent data platform, Priority Engine, ~~leading~~which ~~demand~~is ~~generation~~being ~~platforms,~~enhanced ~~TechTarget/NetLine,~~and ~~BrightTALK~~superceded (aby ~~leading~~Informa ~~video~~TechTarget ~~content marketing platform)~~Portal, ~~search~~leading ~~engine~~unified ~~optimization~~demand ~~(“SEO”)-enabled~~generation ~~content~~ platforms and a growing number of AI-enabled tools that improve efficiency and enhance customer experience.

•

Scale and diversification in product portfolio: We believe we have a compelling value proposition for B2B technology companies, offering a full end-to-end portfolio of solutions to support all phases of go-to-market, from R&D to ROI, which helps position us as the leading B2B growth accelerator for technology companies. Our newly expanded scale and cashflows are expected to provide significant capacity for new product investment as we compete in the Intelligence and Advisory, Brand and Content, and Demand and Intent markets.

•

International presence and reach: We have significant international presence and reach, with customers in more than 3080 countries and with around 3227% of our revenue generated from outside the United States of America. We leverage that reach to exploit the growth opportunities that exist outside the United States. Expanding overseas will continue to diversify our business and broaden the scope of our first-party data.

•

Operating efficiencies: We believe our expanded scale and reach provide cost efficiencies in sales, editorial and product operations. During 2025 through the implementation of a reorganization plan (the “Restructuring Plan”), we made significant progress in reshaping and optimizing the Company’s structure to enhance its financial and

Potential for inorganic expansion: We believe our expanded scale and reach also provide us a greater opportunity to pursue inorganic growth opportunities, using our cash flows to acquire complementary businesses that add further scale in data, audiences, content and go-to-market and/or new capabilities that further differentiate our product offer. 9

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operational efficiency. The changes put greater emphasis on areas of strength and opportunity, better position the Company for future growth, and enable the Company to make the most of its expanded scale, breadth and diversity. Implemented measures involved streamlining certain areas and functions while reinvesting in other areas to improve the delivery of products and services to customers and enhance the Company’s go-to-market capabilities.

•

Potential for inorganic expansion: We believe our expanded scale and reach will also provide us with a greater opportunity to pursue inorganic growth opportunities in the medium-term, using our cash flows to acquire complementary businesses where appropriate that add further scale in data, audiences, content and go-to-market and/or new capabilities that further differentiate our product offer.

Accelerating growth through a portfolio of expert-led, data-driven, digitally enabled B2B Solutions

To our audiences, we deliver trusted, independent research, primary data, analysis and high-quality editorial content that uniquely informs and influences purchase decision makers. ~~As of December 31, 2024, we employed over 2,100 industry and market experts across more than 220 B2B brands.~~ We believe this expertise positions us as a key provider of decision support information to our permissioned audience of ~~more~~approximately ~~than~~57.6 53 million technology and business professionals.

To our clients, we offer expert-led, data-driven, digitally-enabled products that service the product lifecycle from R&D to ROI, which we believe makes us a strategic partner to many of the technology industry’s largest companies and its most successful, fastest and most innovative players, accelerating time to market and to revenue.

Audience Development: We benefit from the diversity of inbound and outbound audience development strategies to drive high value membership. By taking a multi-channel approach, we seek to maximize member acquisition and drive member loyalty.

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To our clients, we offer expert-led, data-driven, digitally-enabled products that service the product lifecycle from R&D to ROI, which we believe makes us a strategic partner to many of the technology industry’s largest companies and its most successful, fastest and most innovative disruptors, accelerating time to market and to revenue.


Technology coverage

Al software and services	CIO and IT strategy	Cybersecurity	Networking
• Al Business	• CIO Dive	• Cybersecurity Dive	• Search IoT
• Data Science Central	• InformationWeek	• Dark Reading	• Search Networking
• Enter Quantum	• Search CIO	• Search Security
• Search Enterprise AI			Storage and data protection
	Cloud and IT infrastructure	Data management and analytics	• Search Data Backup
Application development	• Data Center Knowledge	• Search Business Analytics	• Search Disaster Recovery
• Search App Architecture	• Search AWS	• Search Data Management	• Search Storage
• Search Software Quality	• Search Cloud Computing	• Search SAP
• TheServerSide	• Search Data Center		Channel resources
	• Search VMware	End user computing	• Channel Dive
Business functions and applications	• Search Windows Server	• Search Enterprise Desktop	• Channel Futures
• HR Dive		• Search Mobile Computing	• MicroScope
• Marketing Dive	CX, UC & Collaboration	• Search Virtual Desktop	• Search IT Channel
• Search Content Management	• CX Dive
• Search ERP	• HDI	IT operations	Technology content libraries
• Search HR Software	• ICMI	• Search IT Operations	• BrightTALK
• Search Oracle	• No Jitter		• Eye on Tech
• Social Media Today	• Search Customer Experience		• WhatIs
	• Search Unified Communications

Vertical industry coverage

Automotive	Financial and financial services	Healthcare and life sciences	Manufacturing and logistics
• WardsAuto	• Banking Dive	• BioPharma Dive	• Manufacturing Dive
	• CFO.com	• Xtelligent Health IT and EHR	• Supply Chain Dive
Construction	• CFO Dive	• Healthcare Dive	• Trucking Dive
• Construction Dive	• Payments Dive	• Xtelligent Healthcare Payers
• Multifamily Dive	• Performative	• Xtelligent Healthtech Analytics	Real estate and buildings
		• Xtelligent Healthtech Security	• Facilities Dive
Education	Food and grocery	• MedTech Dive
• Higher Ed Dive	• Food Dive	• Xtelligent Patient Engagement	Retail and consumer packaged goods
• K-12 Dive	• Grocery Dive	• Xtelligent Pharma Life Sciences	• C-Store Dive
		• PharmaVoice	• Packaging Dive
Energy and sustainability	Government	• Xtelligent Rev Cycle Management	• Retail Dive
• ESG Dive	• Smart Cities Dive	• Xtelligent Virtual Healthcare
• Search Sustainability and ESG			Telecommunications and service provider
• Utility Dive		Hospitality	• Light Reading
• Waste Dive		• Hotel Dive	• Telecoms.com
		• Restaurant Dive

Intelligence & advisory
• Omdia

Audience Development: We benefit from our ability to leverage both inbound and outbound audience development strategies through our search engine optimization techniques and our ability to create relevant newsletters to attract audiences our customers are interested in.

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Regional brands

Brazilian Portuguese	English	Japanese	Spanish
• ComputerWeekly.com.br	• Computer Weekly	• Cloud Japan	• ComputerWeekly.es
	• MicroScope	• Customer Experience Japan
Simplified Chinese	• Telecoms.com	• Data Analysis Japan
• Search BI China		• Educational IT Japan
• Search CIO China	French	• ERP Japan
• Search Cloud Computing China	• LeMagIT.fr	• Information Systems Japan
• Search Database China		• Management & IT Japan
• Search Data Center China	German	• Medical IT Japan
• Search Networking China	• ComputerWeekly.de	• Networking Japan
• Search Security China		• Security Japan
• Search Storage China		• Servers & Storage Japan
• Search Virtual China		• Smart Mobile Japan
• TechTarget China		• SMB Japan
		• Systems Development Japan
		• Systems Operation Management Japan
		• Virtualization Japan

We deliver solutions in the following areas:

Intelligence & Advisory: Expert analyst, data-driven intelligence products and advisory services to product managers, corporate strategists and the C-suite, challenging market strategies and sharpening product roadmaps. These offerings help clients determine where to play, what products and services to offer, and how to compete and win. Examples of our specific offerings in this area include:

•

Specialist Technology Research: Through the Omdia brand, which now incorporates the formerly separate specialist brands Canalys, ~~and~~ Wards Intelligence and ~~our~~ Enterprise Strategy Group, we provide research and intelligence services to technology providers based on expert analysis and data-driven intelligence and reports. These services are designed to enable vendors, which include many of the industry’s most significant innovators and providers, to better understand their current and future target markets, quantify customer trends, assess the competition and spot gaps and opportunities, ultimately shaping their product roadmap and go-to-market strategies.

•

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include many of the industry’s most significant innovators and providers, to better understand their current and future target markets, quantify customer trends, assess the competition and spot gaps and opportunities, ultimately shaping their product roadmap and go-to-market strategies.

Advisory Services: As part of the Specialist Research business, we deliver advisory services based on the expertise of our sector-specialist analysts and data-driven market intelligence. These services are bespoke to individual customers and leverage expertise and data to provide insight and value to providers’ go-to-market approach, competitive positions, product innovation and market entry and growth strategies.

Brand & Content: Expert editorial, data-driven brand products and content marketing services for brand marketers, product marketers and content marketers that reach high value audiences across channels with content that engages, and prompts action. Our offerings in this area deliver clients brand awareness, thought leadership, and market impact. Examples of our specific offerings in this area include:

•

Brand Solutions: Brand solutions offers B2B marketers the opportunity to grow brand awareness through direct exposure to specialist technology and business audiences. We draw on an enlarged consolidated portfolio of media brands and properties ~~from our legacy TechTarget business and our legacy Informa Tech Digital Businesses,~~ as well as our Activity IntelligenceTM platform, which is designed to enable segmentation and behavioral targeting of audiences to improve the relevancy of digital adverting to the researcher’s needs. Brand solutions includes the Industry Dive portfolio of brands, which deliver high quality business journalism in a range of specialist end markets, providing brands with a route to reach these audiences through outbound email sponsorship and content marketing in particular. Brand solutions also include on-network banner advertising and digital sponsorships, off-network banner targeting, and broader email marketing. With brand solutions, technology vendors will gain exposure to target audiences who are actively engaging with content or researching relevant information, and benefit from association with specialist media brands and high-quality editorial content.

•

Custom Content Creation: We offer custom content creation programs that leverage our award-winning and deep industry content and ~~search~~discovery/engagement ~~engine optimization~~ expertise. These support marketers with their end-to-end content strategy, with solutions that involve conceiving, designing and developing and producing original content in the form of white papers, infographics, case studies, videos, webinars and microsites, informed by audience research. This content can be leveraged to support product launches, enable demand-generation campaigns, and establish thought leadership. Customized content assets can be promoted to our audiences, and marketers can also license content to distribute on their own channels, aligning themselves with top voices in their industries.

Video Content Creation and Virtual Events: We have expertise in video content and virtual events, established through BrightTalk, and allow customers to create and host webinars, virtual events and video content that generate brand awareness, educate around their solutions and establish thought leadership, promoting it to BrightTALK’s community of in-market accounts and individuals. BrightTALK integrates with CRM and MAP systems and content can be embedded into corporate websites, providing customers with a seamless experience that makes the capture of data simple. 12

~~Intent~~Table &of Demand: Data-driven, AI-enabled buyer intent products and demand generation services for demand marketers, field marketing and sales teams, identifying prospects who are in market and ready to buy, and generating qualified leads that accelerate the sales pipeline. Contents

•

~~Priority~~Video ~~Engine™:~~Content ACreation ~~subscription~~and ~~service~~Virtual ~~powered~~Events: byWe ~~our~~have ~~Activity~~expertise ~~IntelligenceTM~~in ~~platform,~~video ~~which~~content ~~integrates~~and ~~with~~virtual ~~customer~~events, ~~relationship~~established ~~management~~through BrightTALK, and ~~marketing~~allow ~~automation~~customers ~~platforms~~ to create aand ~~seamless~~host ~~experience~~webinars, ~~for~~virtual ~~marketing~~events and ~~sales~~video ~~teams.~~content Itthat ~~also~~generate ~~includes~~brand ~~IntentMail AITM~~awareness, aneducate ~~AI-powered~~around ~~messaging~~their ~~feature~~solutions ~~launched~~and inestablish ~~December~~thought ~~2023~~leadership, ~~which~~promoting ~~enables~~it ~~sellers~~ to ~~automatically~~BrightTALK’s ~~generate~~community ~~personalized email copy. Priority Engine leverages the extensive permissioned audience data generated by our network~~ of ~~content~~in-market ~~and~~accounts ~~media platforms~~ and ~~properties,~~individuals. ~~our~~BrightTALK ~~NetLine~~integrates ~~demand~~with ~~generation~~CRM and ~~Intentive~~MAP ~~behavioral~~systems ~~data platforms,~~ and ~~the~~content ~~first-party~~can ~~B2B~~be ~~customer~~embedded ~~data~~into ~~licensed~~corporate ~~to us from Informa~~websites, ~~which~~providing ~~includes~~customers ~~data from attendance and behavior at face-to-face events. This provides us~~ with a ~~unique~~seamless ~~blend~~experience ofthat ~~online~~makes ~~and offline data, comprising contact and behavioral insight. We also leverage~~ the ~~proprietary data-~~capture ~~and~~of ~~scoring~~data ~~methodologies created by our legacy TechTarget business which help customers prioritize accounts and contacts to engage with~~simple.

Demand & Intent: Data-driven, AI-enabled buyer intent products and demand generation services for demand marketers, field marketing and sales teams, identifying prospects who are in market and ready to buy, and generating qualified leads that accelerate the sales pipeline.

•

Informa TechTarget Portal™: Informa TechTarget Portal enhances and succeeds the former Priority Engine intent data solution. Informa TechTarget Portal was launched towards the end of 2025 and provides all the in-depth intent data and capabilities that were available within Priority Engine, along with many more. Informa TechTarget Portal gives client practitioners (1) Expanded Audience Reach - Direct access to high-value B2B technology buyers across vertical industries and technology categories and including IntentMail AI, an AI-powered messaging feature which enables sellers to automatically generate personalized email copy; (2) Enhanced Intent Data - Increased intent signal volume incorporating more sources across Informa TechTarget’s ecosystem, providing deeper insights into accounts, contacts and buying groups for pipeline impact; (3) Unified Experience across GTM teams - Seamless access to all Portal modules, services outputs, and performance reporting through an intuitive interface serving key GTM areas; and (4) Seamless integration with major CRM, Marketing Automation, Sales Engagement, ABM and Lead Management platforms.

•

Qualified Sales OpportunitiesTM: A product which profiles specific in-progress purchase projects via surveys and interviews with business technology professionals whose research activity and content consumption is indicative of a pending technology purchase.

•

Unified Demand Solutions: We offer powerful solutions that enable customers to stimulate and generate demand for their products. These enable marketers to target, engage, influence and attract prospective buyers to their solutions through content marketing programs, which may include white papers, webcasts, podcasts, videocasts, virtual trade shows, and editorial sponsorships. To syndicate customer content, we draw on NetLine’s publisher network within Informa TechTarget, its BrightTALK video and webinar platform, and its extensive network of owned B2B media properties, offering marketers access to enormous scale of specialist audiences and the ability to track ROI.

Adapting to evolving AI landscape

We see AI as a significant opportunity for our business as a technology market to serve in its own right, as a tool to improve productivity and quality, and as a catalyst for enhancing existing and inspiring new products and services. The focus of our current efforts lies in the following key areas:

•

To provide conversational AI interfaces into our proprietary market and our permissioned audience, data enhancing the efficacy and the speed of building and executing on go-to-market programs for our clients;

•

To provide conversational AI interfaces into audience experience across the network, enhancing our audience's ability to discover and engage with the original authoritative and unbiased information that better informs and shapes their buying journey; and

•

To enhance the productivity of our market experts as they create original data and insights that inform and educate and shape the market, and the productivity of our marketing and sales teams as they seek to scale our presence in what is an estimated $20 billion addressable market.

While AI is evolving the way audiences discover and consume information, we believe that Informa TechTarget is well positioned for this shift given our wealth of market expertise, our trusted original content and the diversity of audience development techniques that we are able to deploy. We are being proactive and agile in adjusting to the fundamental change in how technology buyers discover and consume information. With the rise of answer engines and AI-driven search, we believe that there is an accompanying skepticism towards generic content. According to our research, over four out of five technology buyers do not fully trust AI today. We believe that our focus is on high-value expert-driven editorial content and specialized audience communities is prescient as audiences seek to verify with trusted sources. We have been seeing a 2x to 3x higher membership conversion rate from answer engine and LLM citations compared to traditional organic search.

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through content marketing programs, which may include white papers, webcasts, podcasts, videocasts, virtual trade shows, and editorial sponsorships. To syndicate customer content, we draw on NetLine’s publisher network within Informa TechTarget, its BrightTALK video and webinar platform, and its extensive network of owned B2B media properties, offering marketers access to enormous scale of specialist audiences and the ability to track ROI.

Unified platform for insights and activation

Beyond the opportunity associated with our individual solution areas, we believe our work to integrate these solutions within a unified customer-facing platform, our Priority Engine platform, will position us well to serve this purpose. Our legacy businesses have historically demonstrated core competencies in delivering technology-enabled platforms that facilitate their solutions, and we plan to continue to invest in these capabilities which can be applied to a broader set of target markets and a larger overall addressable universe of potential customers.

Our Priority Engine platform allows customers to leverage our proprietary Activity Intelligence intent data for direct marketing and sales outreach. The intent data accessed directly through Priority Engine is at the core of our entire solution portfolio, and we expect that we will evolve Priority Engine to provide our customers with a consolidated view around the impact of their programs across all solution areas as well as actionable insights about how best to direct their outreach going forward. We believe future releases will allow customers to view key insights about their individual go-to-market focus areas leveraging our Intelligence and Analysis resources, understand how their Demand Solutions programs are performing in the context of overall market dynamics, and determine how best to target their Brand and Content Creation efforts based on what persona and account targets are currently active. In this way, we expect Priority Engine will provide a holistic view of the overall buying team at target accounts, and how individual components of their programs are impacting their ability to drive engagement with those buying teams.

By utilizing the Priority Engine platform to help customers visualize and take action upon key insights for the entire solution portfolio, we believe we are able to take advantage of product-led-growth dynamics leading to further upsell and cross-sell in the customer base. Customers will have a better understanding of the additional ways in which we can assist their go-to-market efforts, and the impact of their current programs. This evolution of the platform will also serve to highlight our unique position as an end-to-end provider of data-driven solutions that service the full B2B product lifecycle.

Delivering decision support content to key audiences that drive purchase behavior

We deliver trusted, independent research, primary data, analysis and high-quality editorial content to technology and business professionals that drive purchase behavior in the markets it serves. We employed over 2,100 industry and market experts across more than 220 B2B brands as of December 31, 2024, positioning us at the heart of a permissioned audience of more than 53 million technology and business professionals.

Our products offer technology buyers and other business professionals the following key benefits:

•

Access to Specialist Sector-Specific Content: We provide technology buyers and other business professionals with sector-specific content to support them as they research potential technology investments, including three key sources of content: industry experts, peers and vendors. We have significant capacity for generating relevant sector-specific content for technology buyers, including keeping them up to date with the latest technology developments. This is consolidated with content generated by our network of third-party industry experts as well as custom content created by B2B technology vendors looking to promote their products. In addition, webinars provide technology buyers the opportunity to network and learn from each other through online discussions and interactions.

•

Highly Efficient Purchasing Decisions: By accessing specialist sector-specific information, business professionals are able to research important purchasing decisions more effectively. We offer integrated content offerings across all major online content formats, aligning to different stages of the buying cycle and designed to minimize the time enterprise technology and business professionals spend searching for and evaluating content, and maximize the time available for assimilating quality information.

Delivering B2B growth acceleration in 2013 industry verticals

Our scale and product offerings, including our ability to identify, reach and influence key decision makers, enable us to retain and develop a broad customer base. We have an established customer base of B2B technology customers focused on enterprise technology, including key C-suite technology decision makers.

Our current customer base includes some of the largest technology vendors in the market as well as small and medium businesses (“SMEs”). For the year ended December 31, ~~2024~~2025, the top 50 customers accounted for approximately 2337% of revenue and no single customer contributed more than 10% of revenue. We had 5773 customers spend in excess of $1 million and ~~821~~822 customers spend in excess of $100,000 during the year ended December 31, ~~2024~~2025.

14Our products and services are delivered to customers via short-term contracts across a specific marketing/sales program, typically six months, and/or through integrated, longer-term contracts in excess of nine months, which typically cover a broader set of needs. We also deliver some products, most significantly within our Specialist Technology Research business, on an annual subscription basis, paid in advance, providing paid access to research, content and advisory services throughout the forward twelve-month period.

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Our products and services are delivered to customers via short-term contracts across a specific marketing/sales program, typically six months, and/or through integrated, longer-term contracts in excess of 270 days, which typically cover a broader set of needs. We also deliver some products, most significantly within our Specialist Technology Research business, on an annual subscription basis, paid in advance, providing paid access to research, content and advisory services throughout the forward twelve-month period.

Our products offer technology vendors the following key benefits:

•

Access to Unique First-Party Data and Analysis on Potential Buyers: Our Activity IntelligenceTM analytical platform captures and interprets the content consumption behaviors of technology buyers and other business professionals as they undertake research. We believe this is highly valuable to technology vendors and provides powerful insights about who is in-market and where they are on their buying journey, all of which can be fed into marketing and sales go-to-market strategies.

•

Ability to Target Active Buyers Efficiently: We use the insights gleaned from our first-party B2B data about who is in-market and where they are on their buying journey to provide technology vendors with buyer intent data and highly qualified leads. Furthermore, we are able to support the vendors’ engagement with these potential buyers through custom content and marketing programs designed to help influence prospective buyers’ decision making.

•

Trusted Advice and Intelligence Through Specialist Technology Research: ~~The~~Our ~~combination~~Omdia ofbusiness ~~Omdia,~~(which now incorporates the previously separate specialist brands of Canalys, Wards Intelligence and the Enterprise Strategy Group gives us a leading position in specialist technology research, with expert analysts providing data-driven intelligence products, custom research and advisory services for product managers, corporate strategists, channel chiefs, and the C-suite, challenging market strategies, sharpening product roadmaps and accelerating time to market and revenue. We believe this makes us a trusted advisor to B2B technology vendors, providing unique perspectives on the market and different product segments.

•

Measurable Results and ROI: We build profiles of potential buyers’ technology interests and their broader company interests as they evolve over time, potentially enabling us to identify patterns of purchasing intent. We leverage this insight into products designed to improve ROI on marketing and sales programs by focusing on buyers where active demand exists. We provide this intelligence directly to B2B technology vendors for their own use, helping to drive continuous improvement in their own marketing and sales workflows, whether focused specifically ~~on prospects we provide them or on those they have otherwise obtained, which our information will enrich and make more actionable.~~

More Efficient and Effective Sales Outreach: We are a leading distributor of B2B enterprise technology white papers, webcasts, videocasts, virtual events and podcasts, offering technology vendors the opportunity to educate and influence technology buyers during the research process, prior to any interaction with sales teams. Vendor sales teams can login directly to the Priority EngineTM platform or via CRM platform integration, enabling them to quickly identify relevant new prospects and tailor their outreach according to interests. The combination of granular purchase intent intelligence and platform automation creates a stronger, more personalized and efficient connection between technology buyers and technology vendors looking to do business with them. 14

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on prospects we provide them or on those they have otherwise obtained, which our information will enrich and make more actionable.

•

More Efficient and Effective Sales Outreach: We are a leading distributor of B2B enterprise technology white papers, webcasts, videocasts, virtual events and podcasts, offering technology vendors the opportunity to educate and influence technology buyers during the research process, prior to any interaction with sales teams. Vendor sales teams can login directly to our [Informa TechTarget Portal] platform or via CRM platform integration, enabling them to quickly identify relevant new prospects and tailor their outreach according to interests. The combination of granular purchase intent intelligence and platform automation creates a stronger, more personalized and efficient connection between technology buyers and technology vendors looking to do business with them.

Delivering B2B growth acceleration in more than a dozen technology categories

We deliver our range of B2B products and solutions to more than a dozen technology categories, as detailed below. Each of these categories can be broadly characterized by high levels of innovation and rapid product development, where trends move quickly and purchasing decisions are typically high value. These dynamics make expert insight critical for professionals and data-driven B2B products essential for vendors looking to hone their strategy and product approach, and reach interested buyers.

Analytics and ~~Artificial Intelligence (“~~AI”). Businesses of all kinds are looking to capitalize on the new possibilities presented by evolving AI technologies and the application of machine learning, whether it is to improve internal processes and tools or develop new business models and services to transform their enterprises. ~~From~~Through ~~combining the applied intelligence group of~~ our ~~legacy Informa Tech Digital Businesses and the~~ leading brands ofand ~~our legacy TechTarget business~~capabilities, we deliver market insights, facilitate meaningful connections, and offer digital demand generation services for those working with transformative and future technologies and in the field of information management.

Application Architecture and Development. For the community of developers, architects and project managers that build, customize and integrate software for their businesses, we deliver a broad landscape of specialist content, tools and languages that help them capitalize on innovation in software approaches and stay up to date on critical matters such as performance testing and data security.

15Automotive. With the convergence of the automotive and technology markets, a traditionally closed ecosystem is rapidly evolving amongst new market entrants, developing consumer needs and geopolitical instability. Our trusted automotive brands provide expert insight at the intersection of the automotive and technology markets, with unrivalled opportunities to shape company positions in auto-tech through marketing services, events and research.

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Automotive. With the convergence of the automotive and technology markets, a traditionally closed ecosystem is rapidly evolving amongst new market entrants, developing consumer needs and geopolitical instability. Our trusted automotive brands from our legacy Informa Tech Digital Businesses and our legacy TechTarget business provide expert insight at the intersection of the automotive and technology markets, with unrivalled opportunities to shape company positions in auto-tech through marketing services, events and research.

Business Applications. Any mid- or large-sized enterprise will have a host of business applications that are mission critical for their operations and success, including enterprise resource planning platforms (“ERP”), databases and business intelligence software, content management platforms, customer facing applications and CRM software. This creates a high demand for specialized information from IT and business professionals involved in their purchase, implementation, and ongoing support. We provide expert insights and leading online resources on business applications, through a range of online properties including TechTarget Customer Experience, TechTarget HR Software, and TechTarget ERP.

Channel. We are home to a comprehensive suite of products serving the channel ecosystem, with a broad reach across technology advisors/agents, value-added resellers, solution providers, managed service providers, independent software vendors and consultants. Focused on the future of the indirect sales channels – a specialist market where B2B technology companies actively seek alliances with channel partners – we provide expert analyst, intelligence and advisory services, ~~including through our specialist research provider Canalys,~~ that inform vendors’ go-to-market strategies and deliver specialist information, insight and content to channel professionals.

CIO/IT Strategy. We deliver specialist content specifically targeted at chief information officers (“CIOs”), senior enterprise technology executives and business executives with technology responsibility, enabling them to make informed enterprise technology purchases throughout the critical stages of the purchase decision process. Their areas of interest generally align with the major sectors of the IT market: AI, BI and big data, business applications, cloud, data center, DevOps, end user computing, networking, outsourcing, risk management, security and storage. The challenge for senior technology executives and those with responsibility for technology is how to use new and major technologies, including AI and big data, to gain a competitive edge. ~~Post-pandemic,~~Their ~~their~~ interests are increasingly broad too, from customer experience and digital workplace experience to the strategically important cybersecurity and data privacy. We provide a range of solutions addressing the specific segment and customer market of CIO and IT Strategy, through expert intelligence, advisory services, editorial and media properties such as the CIO/IT Strategy site.

Components and Devices. Components and devices power the digital world and participants in this ecosystem are delivering the technologies that drive 5G, AI, IoT, and cybersecurity transformations. We deliver expert-led analysis and advisory services, data-driven brand products, content marketing and specialist content that drives industry expansion.

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Computer, IT Operations and DevOps. The high pace of digital transformation within enterprises means IT strategies are continually being reshaped. IT decision makers are required to navigate a diverse set of IT platforms, servers, desktop solutions and virtual environments, work out how to scale to meet the demand of today’s cloud native applications while being future-ready for new applications and mindful of sustainability, including data center energy efficiency. We deliver a comprehensive suite of brands, products and services that educate, guide and connect the community, including trusted independent research, specialist media sites, expert editorial, training, data-driven brand products and demand generation services.

Cybersecurity. Every aspect of enterprise computing depends on secure connectivity, data and applications. As businesses worldwide continue to adapt to new forms of online threat from hackers, criminals, and other nations, they are making an unprecedented investment in online defense. Equally, technology providers are looking to bring to market increasingly sophisticated security solutions that supplement or replace traditional perimeter security solutions. We offer a powerful combination of leading market intelligence, events, and media.

Environmental, Social and Governance in Technology: Changing consumer and employee expectations, investor scrutiny and government regulations are driving corporate leaders and technology providers to focus more on environmental, social and governance matters. In the Tech industry, this has a particular focus on how enterprises and their partners manage energy efficiency, carbon footprints and environmental impacts. We bring expert editorial, specialist content and content marketing services that deliver value-added insight to business leaders.

Healthcare Technology. The healthcare industry is undergoing continued digital transformation, as it looks to capture patient outcome and efficiency benefits from how technology, information and data is applied. We have a suite of high-quality, content-led brands that bring essential insight and connections to the healthcare technology community, including brands/properties such as Xtelligent Healthcare Media, HealthITSecurity.com and MedTech Dive.

Media and Entertainment. The media and entertainment industry is global and fast moving, with technology providers, media platforms, service providers and device manufacturers looking to anticipate consumer trends and find competitive edge. Our media and entertainment group provides expert research, analysis and data-driven intelligence that shape strategies and uncover new commercial and partnership opportunities.

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Networking. In the segment for networking - which comprises hardware, software and services that support data and voice networks - new sectors have emerged and become an investment focus for networking professionals within enterprises. We deliver specialist, targeted content and expert market insights to networking professionals and service providers that directly support purchasing and product development decisions, through brands and online properties that include TechTarget Networking and TechTarget Unified Communications.

Service Providers. Telecommunications is a complex and changing industry, with regulation, transformation and digital disruption ever-present. We provide specialist content, facilitate industry connections and offer demand generation services to the diverse ecosystem of operators, cloud service players, hyperscalers and enterprise, consumer and industry suppliers, including through Omdia and targeted media brands ~~from Informa TechTarget~~.

Storage. As the world creates more data and enterprises need to store it securely and compliantly, whether in the cloud or solid state, the data storage market is rapidly growing and innovating, through new technologies such as data deduplication and storage virtualization. We provide expert insights for professionals looking for the latest information and provider intelligence, through online properties including TechTarget Storage, TechTarget Data Backup, and TechTarget Disaster Recovery.

Industry technology-enabled sectors: There are many industries where growth and transformation are being driven by digital innovation and the application of technology. Our Industry Dive portfolio of vertical market communities and its Xtelligent portfolio of healthcare technology web sites provide a strong basis for servicing the information needs of audiences outside of core enterprise technology categories. We provide specialist content, news, insights and in-depth analysis that help professionals in industries such as healthcare, life sciences, manufacturing, logistics and supply chain, energy and sustainability, financial technology, and retail stay up to date and make critical decisions. It also provides data-driven brand and content marketing services and demand generation services for vendors looking to reach high value audiences in these sectors.

Strong positions in competitive growth areas

We sit at the intersection of technology and B2B Marketing, a large and growing market worth an estimated $20 billion annually. As this area has grown in scale, it has become even more competitive, with more companies targeting the marketing and sales budgets of technology companies with a range of products and services similar to ours. These companies can be categorized into (i) media companies, (ii) providers of specialist technology research and intelligence, (iii) demand generation and intent data providers, and (iv) marketing technology and software companies. We have the advantage of offering effective solutions across all of these areas, creating efficiencies for our customers.

We face competition from companies that produce content specifically for enterprise technology and business professionals on the basis of target audience, quality and uniqueness of information content, ease of use of its websites for business professionals, and the quality and quantity of sales leads generated for B2B technology companies. These companies also compete for readers and registered members based on the quality and specificity of content. Some of the largest current competitors in this category include Ziff Davis, Inc., and Foundry, an IDG, Inc. company, among other competitors. 16

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Providers of specialist tech research include several larger, established players such as Gartner, IDC, Forrester, Frost and Sullivan, and others. We compete against these companies based on the specificity of our analysis, content creation capabilities, and analyst coverage against specific technology categories.

We also compete with a number of companies that offer demand generation and intent data on the basis of our ability to deliver highly qualified prospects, to meet customer requirements around delivery scale and specificity, and based on the usefulness of delivered leads or intent data to a customer’s sales and marketing efforts. In addition to the media companies that offer these services as part of their product portfolio, examples of these providers would include Bombora, Inc., Madison Logic, Inc., Intensify, Inc. and Demand Science, Inc.

There are many companies that offer software that help customers automate and create efficiencies in their sales and marketing outreach efforts. Our Demand ~~and~~& Intent related offerings may be used by customers very effectively as a source of quality data inputs to these solutions. In some cases, customers may see certain of our offerings as competitive to these providers. Examples of companies in this category would include 6Sense Inc., Demandbase, Inc., and ZoomInfo Technologies Inc. In the webinar and virtual event space, software-based competitors include ON24, Inc.

Specialist content and audience acquisition

We have a portfolio of specialist brands providing high quality, relevant and targeted research and content to business professionals and technology-decision makers, which are delivered in multiple formats, including through research reports, data and analysis, specialist journalism, informative websites, digital newsletters, webinars and video channels.

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We believe that the quality and relevance of these brands and specialist content build engaged audiences, and in turn, allow us to provide B2B technology vendors with a highly effective platform for targeted marketing and sales campaigns capable of generating measurable ROI. In addition to the existing registered members and readers that we have today, we aim to grow audiences through non-paid traffic sources, particularly organic search engine traffic. We supplement our non-paid traffic sources strategy with keyword advertising on major search engines and targeted list rentals of e-mail subscribers from a variety of targeted partners, media sources, and data providers.

Sales and Marketing

Our sales, marketing and go-to-market capabilities are a key strength. As of December 31, ~~2024~~2025, our sales and marketing staff consisted of over ~~725~~500 people. The majority of our sales and marketing staff are located in the United States and the United Kingdom, with staff located in 1315 additional countries.

We organize our sales capabilities around customer sectors, which we believe allows our sales personnel to become experts in specific sectors, more knowledgeable about customer needs in those areas, and then recommend and deliver more tailored solutions from across our full product and service offering. We employ an internal direct sales department that works closely with existing and potential customers which is supplemented by a global accounts team, serving our largest customers, and a Customer Success Team, helping customers maximize their use of our products and making the renewal process efficient. We also employ a marketing team that focuses on driving brand awareness among B2B technology clients and marketers and positioning us as a key player and “thought leader” in ROI-based marketing.

We focus our marketing initiatives on digital sponsorships on platforms that reach technology marketers, direct communications about new and existing solutions using the contact databases of our ~~legacy~~Informa TechTarget ~~business and our legacy Informa Tech Digital Businesses~~businesses, and the creation and distribution of owned content including videocasts, blogs and white papers that inform and engage marketers. We also undertake press and public relations activities to maintain positive brand awareness and nurture relationships with key analysts, publications and influencers who create content on B2B marketing and sales topics.

Talent and Human Capital

We believe we are able to draw on the current considerable talent that lies within our legacy TechTarget business and our legacy Informa Tech Digital Businesses. As of December 31, 2025, we employed over 1,850 full-time industry and market experts across more than 220 digital properties. Central to our competitive strength is the sector expertise of our people and a culture that encourages ownership and innovation, appropriately challenges and empowers employees to deliver results and celebrates success.

As of December 31, 2024, we had approximately 2,100 full-time employees worldwide. None of our U.S. employees are represented by a labor union and only a small number of our international employees in France, Brazil and the Netherlands are represented by workers’ councils and/or have the benefits of collective bargaining agreements. Our legacy businesses have not experienced interruptions of operations or work stoppages due to labor disagreements. 17

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None of our U.S. employees are represented by a labor union and only a small number of our international employees in France, Brazil and the Netherlands are represented by workers’ councils and/or have the benefits of collective bargaining agreements. Our legacy businesses have not experienced interruptions of operations or work stoppages due to labor disagreements.

Our environment is dynamic, collaborative and inclusive. We value our employees, are clear on objectives and goals, and equip our people with the right tools and resources to succeed including learning and development opportunities and well-being support, and encourage them to contribute ideas that drive us forward.

Technology Infrastructure

We prioritize the resilience and scalability of our technology infrastructure, investing and further developing this infrastructure to support future growth in the business, customers and traffic, ongoing platform security, and product and system availability.

We use leading Cloud infrastructure providers and off-site data centers to maintain our websites and online offerings. Critical system components have in-built redundancy to minimize the impact of any unexpected failure and allow for maintenance and upgrades, with critical data regularly backed up. As part of our cybersecurity program, we use industry standard network and perimeter defense technologies, DDoS protection systems, web application firewalls, and enterprise grade DNS services across multiple vendors, and maintain a quality assurance process to constantly monitor our servers, processes, and network connectivity.

Seasonality in Trading and Revenues

We ~~do not~~ expect to be exposed to ~~major~~ seasonal variability throughout the calendar year, with the primary movements reflecting the normal phasing of increases or decreases in customer demand. For example, marketing and sales activity among B2B clients typically dips during summer months. Similarly, annual budget approvals and the timing of customers’ product launches mean revenues are generally lower during the first quarter relative to subsequent quarters in a given year.

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Our specialist research business, Omdia, continues to generate a substantial portion of revenues through subscriptions to its research and analysis, which will typically be annual contracts, booked and paid for in advance. While the cash is received upfront under these arrangements, the revenue for these subscriptions is recognized equally over the twelve-month period of the subscription.

The timing of our expenses also does not fluctuate seasonally or vary directly with revenues. The majority of our expenses are personnel-related and include salaries, stock-based compensation, benefits and incentive-based compensation plan expenses.

Outside of seasonal factors, because a significant proportion of our customers are B2B technology companies, the success of our business is linked to the health and market conditions of the enterprise technology industry. These B2B technology companies more generally have been, and are likely to continue to be, impacted by challenging macroeconomic conditions including historically high inflation, higher interest rates and customer uncertainty surrounding the U.S. political landscape, monetary policy of the United States, and geopolitical issues.

~~Both~~Our ~~our legacy TechTarget~~ business ~~and our legacy Informa Tech Digital Businesses~~ felt the impact of these macroeconomic headwinds during 2025, 2024 and 2023 with elongated sales cycles, budget cuts and budget freezes at many of ~~their~~our customers. While we expect our near-term results to continue to be impacted by these macroeconomic headwinds, we believe we benefit from a number of strategic advantages and long-term market trends, such as our leading position, the recognition of our brands, and the future outlook of the technology market, which will support the sustained growth of our range of data-driven products and services.

Member and User Privacy

We gather in-depth business information about our registered members and users who provide us or our partners with such information through e-mail, telephone, or other means, including through the submission of webforms displayed on our websites. We also gather information about readers of certain content on our websites by tracking their content consumption or the content consumption of the companies they work for. We post our privacy policy and terms of use on our websites so that our members, users and others who visit our websites can access and understand the terms and conditions applicable to the collection and use of their information and our websites.

Our privacy policy discloses the types of information that we gather, how we use the information, and how a member or user can correct or change this information, including how a member or user can unsubscribe from our communications ~~and those of our partners~~. Our privacy policy also explains the circumstances under which we share a member’s or user’s information and with whom. Members and users who register receive offers via e-mail, telephone, and other means, such as targeted advertising online or on mobile devices regarding areas of specific interest to them and that are relevant to their professional interests; these offers contain content created either by us or our third party B2B technology customers. To uphold our obligations to our members and users, we impose constraints that are consistent with our privacy policy on the customers and third parties to whom we provide member and user data, including through the use of contractual terms and conditions or data processing agreements, where applicable, that are generally consistent with our obligations to members and users and as set forth in our privacy policies.

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on mobile devices regarding areas of specific interest to them and that are relevant to their professional interests; these offers contain content created either by us or our third party B2B technology customers.

To uphold our obligations to our members and users, we impose constraints that are consistent with our privacy policy on the customers and third parties to whom we provide member and user data, including through the use of contractual terms and conditions or data processing agreements, where applicable, that are generally consistent with our obligations to members and users and as set forth in our privacy policies and terms of use. We also adhere to global privacy frameworks, including the EU-U.S. Data Privacy Framework, UK Extension, and Swiss-U.S. Data Privacy Framework, ensuring compliance with international data protection standards.

Consumer Protection and Privacy Regulation

General. Advertising and promotional activities presented to members, users and website visitors toare ~~our websites will be~~ subject to federal and state consumer protection laws that regulate unfair and deceptive practices. We are also subject to various other federal and state consumer protection laws, including the ones described below, and are subject to the laws and regulations of various other jurisdictions in which we target members, users and website visitors.

CAN-SPAM Act. The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”) regulates commercial e-mails and provides a right on the part of the recipient to request the sender to stop sending commercial electronic marketing messages (“commercial e-mails”) and establishes penalties for the sending of e-mail messages that are intended to deceive the recipient as to source or content. Under the CAN-SPAM Act, senders of commercial e-mails (and other persons who initiate those e-mails) are required to make sure that those e-mails do not contain false or misleading transmission information. Commercial e-mails are required to include a valid return e-mail address and other subject heading information so that the sender and the internet location from which the message has been sent are accurately identified. Recipients must be furnished with an electronic method of informing the sender of the recipient’s decision not to receive further commercial e-mails. In addition, the e-mail must include a postal address of the sender and notice that the e-mail is an advertisement. The CAN-SPAM Act may apply to the e-newsletters that our websites distribute to registered members and to some of our other commercial e-mail communications. The U.S. Federal Trade Commission (the “FTC”) has issued regulations related to the CAN-SPAM Act, including interpretations of such act that indicate that e-newsletters, such as those we distribute to our registered members, will be exempt from most of the provisions of the CAN-SPAM Act, provided that they do not contain predominantly marketing content. The CAN-SPAM Act and the FTC’s CAN-SPAM trade regulation rule allow for civil penalties that run into the millions of dollars. Several states have enacted additional, more restrictive and punitive laws regulating commercial email. Foreign legislation exists as well, including Canada’s Anti-Spam Legislation and the European laws that have been enacted pursuant to the General Data Protection Regulation (“GDPR”) and European Union Directive 2002/58/EC and its amendments. We use email as a significant means of communicating with our existing members and users as well as potential website visitors and members and users. We apply the applicable legal requirements to e-newsletters and all other e-mail communications and believe that our e-mail practices comply with the requirements of the CAN-SPAM Act, state laws and applicable foreign legislation.

Telemarketing Rules. Laws regulating telemarketing in the United States, including the Telephone Consumer Protection Act (the “TCPA”), the Federal Communications Commission (“FCC”) rules thereunder, the Telemarketing and Consumer Fraud and Abuse Prevention Act and the FTC’s Telemarketing Sales Rule, including their do-not call provisions, and in the other jurisdictions where we do business, could apply to our calls to members, users and website visitors. If any of these laws apply to our telemarketing, and we are found liable for violating them, we could be subject to enforcement actions, significant financial penalties, or restrictions on our business practices.

Other Consumer Protection and Privacy Regulation. The FTC and many state attorneys general and agencies are applying federal and state consumer privacy and protection laws to require that the online collection, use and dissemination of data, and the presentation of website content, comply with certain standards for notice, choice, security and access. In many cases, the specific limitations imposed by these standards are subject to interpretation by courts and other governmental authorities, and courts may adopt these developments as law. The FTC has actively been bringing enforcement actions against companies from improperly disclosing personal information to third parties for targeted advertising purposes. Through these enforcement actions, the FTC is creating new substantive limitations on how companies are permitted to use and disclose information. The agency may also look to codify these new privacy requirements (and other data processing obligations) through its “Trade Regulation Rule on Commercial Surveillance and Data Security”. It began the formal process to develop this set of rules in 2022, and it is still ongoing. These new rules and future FTC and state enforcement/guidance may significantly impact our business depending on how the limitations the agency creates for the use of personal information for targeted advertising purposes are applied. The FTC and states are also expanding their views of appropriate consent and related practices in an evolving manner. These practices as well as potential legislation at the state and federal level may restrict or prohibit behavioral advertising within the state. In the absence of a federal law pre-empting their enforcement, even individual state legislation would likely have the practical effect of regulating behavioral advertising nationwide because of the difficulties

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~~contain~~behind ~~predominantly~~implementing ~~marketing~~state-specific ~~content~~policies. ~~The~~In ~~CAN-SPAM~~addition, ~~Act~~many states are considering new and/or ~~the~~have ~~FTC’s~~implemented ~~CAN-SPAM~~comprehensive ~~trade~~privacy ~~regulation~~laws, ~~rule~~including ~~allow~~California, ~~for~~Colorado, ~~civil~~Connecticut, ~~penalties~~Virginia, ~~that~~and ~~run~~Texas, ~~into~~which ~~the~~may ~~millions~~have ofan ~~dollars.~~impact ~~Several~~on ~~states~~how ~~have~~we ~~enacted~~can ~~additional~~conduct our business. In addition, ~~more~~the ~~restrictive~~European Union (“EU”) and ~~punitive~~its ~~laws~~member ~~regulating~~states, ~~commercial~~the ~~email.~~United ~~Foreign~~Kingdom, ~~legislation~~Canada ~~exists~~and asnumerous ~~well,~~other ~~including~~countries ~~Canada’s~~have ~~Anti-Spam~~laws, ~~Legislation~~rules and/or regulations dealing with the ~~European~~collection ~~laws~~and ~~that~~use ~~have~~of ~~been~~personal ~~enacted~~information ~~pursuant~~obtained tofrom ~~the~~their ~~General~~citizens. ~~Data~~Regulations ~~Protection~~have ~~Regulation~~focused ~~(“GDPR”)~~on, ~~and~~among ~~European~~other ~~Union~~things, ~~Directive~~the ~~2002/58/EC~~collection, ~~and~~use, ~~its~~disclosure ~~amendments.~~and Wesecurity ~~use~~of ~~email~~information asthat amay ~~significant~~be ~~means~~used ofto ~~communicating~~identify, ~~with~~or ~~our~~that ~~existing~~actually ~~members~~identifies, ~~and~~an ~~users~~individual, such as ~~well~~an ase-mail ~~potential~~address, ~~website~~a ~~visitors~~name, ~~and~~or ~~members~~in ~~and~~some ~~users~~cases, an IP address. WeThese ~~apply~~laws ~~the~~also ~~applicable~~provide ~~legal~~consumers ~~requirements~~with the right to ~~e-newsletters~~access ~~and~~the ~~all~~information ~~other~~a ~~e-mail~~company ~~communications~~has ~~and~~collected ~~believe~~about them, correct it, request that ~~our~~it ~~e-mail~~be ~~practices~~deleted, ~~comply~~or ~~with~~to stop the ~~requirements~~sale or sharing of ~~the~~such ~~CAN-SPAM~~information ~~Act~~to third parties. Additionally, ~~state~~the ~~laws~~EU and ~~applicable~~other ~~foreign~~jurisdictions ~~legislation.~~require informed consent for the placement of a cookie on a user device.

Telemarketing Rules. Laws regulating telemarketing in the United States, including the Telephone Consumer Protection Act (the “TCPA”), the Federal Communications Commission (“FCC”) rules thereunder, the Telemarketing and Consumer Fraud and Abuse Prevention Act and the FTC’s Telemarketing Sales Rule, including their do-not call provisions, and in the other jurisdictions where we do business, could apply to our calls to members, users and individuals who visit our websites. If any of these laws apply to our telemarketing, and we are found liable for violating them, we could be subject to financial penalties.

Other Consumer Protection Regulation and Privacy. The FTC and many state attorneys general are applying federal and state consumer protection laws to require that the online collection, use and dissemination of data, and the presentation of web site content, comply with certain standards for notice, choice, security and access. In many cases, the specific limitations imposed by these standards are subject to interpretation by courts and other governmental authorities, and courts may adopt these developments as law. The FTC has actively been bringing enforcement actions against companies from improperly disclosing personal information to third parties for targeted advertising purposes. Through these enforcement actions, the FTC is creating new substantive limitations on how companies are permitted to use and disclose information. The agency may also look to codify these new privacy requirements (and other data processing obligations) through its “Trade Regulation Rule on Commercial Surveillance and Data Security”. It began the formal process to develop this set of rules in 2022, and it is still ongoing. These new rules and future FTC enforcement/guidance may significantly impact our business depending on how the limitations the agency creates for the use of personal information for targeted advertising purposes. The FTC also has expanded its views of appropriate consent and related practices in an evolving manner. These practices as well as potential legislation at the state and federal level may restrict or prohibit behavioral advertising within the state. In the absence of a federal law pre-empting their enforcement, even individual state legislation would likely have the practical effect of regulating behavioral advertising nationwide because of the difficulties behind implementing state-specific policies. In addition, states are considering new and/or have implemented comprehensive privacy laws (such as the California Consumer Privacy Act) which may have an impact on how we can conduct our business. In addition, the European Union (“EU”) and its member states, the United Kingdom, Canada and numerous other countries have laws, rules and/or regulations dealing with the collection and use of personal information obtained from their citizens. Regulations have focused on, among other things, the collection, use, disclosure and security of information that may be used to identify or that actually identifies an individual, such as an e-mail address, a name, or in some cases, an IP address. These laws also provide consumers the right to access the information a company has collected on them, correct it, request that it be deleted, or to stop the sale of such information to third parties. Additionally, the EU requires informed consent for the placement of a cookie on a user device.

While we believe we operate our business in compliance with the laws and regulations that apply to us, such laws and regulations continue to be the focus of legislative bodies, courts, and regulators at the state and federal level as well as in other countries. This enhanced focus may result in amendments to existing laws and regulations, the enactment of new laws and regulations, and new guidance and interpretation by governmental agencies or the courts.

Intellectual Property

Our copyrights, domain names, trademarks, trade secrets and similar intellectual property are important to our success, and we rely upon copyright, trademark and trade secrets laws, as well as confidentiality agreements with our employees and others, and protective contractual provisions, to protect the proprietary technologies and content that we have developed and may develop in the future. We expect to pursue the registration of our material trademarks in the United States and elsewhere. Currently, the TechTarget, BrightTALK Canalys, Omdia, Industry Dive and NetLine trademarks and logos, as well as certain other ~~marks~~trademarks and logos, are registered in the United States with the U.S. Patent and Trademark Office and in select foreign jurisdictions, and our legacy businesses have applied for U.S. and foreign registrations for various other marks. In addition, we had registered approximately 2,600 domain names as of December 31, ~~2024~~2025 that are, or may be, relevant to our business~~, including “www~~.~~informatechtarget.com,”~~ ~~“www.techtarget.com,” “www.knowledgestorm.com,” “www.bitpipe.com,” and those leveraging the “search” prefix used in the branding of many of our websites.~~ We also incorporate a number of third-party software products or services into our technology ~~platform~~platforms pursuant to relevant licenses. We use third party software to maintain and enhance, among other things, ~~the~~our content ~~generation~~and ~~upon~~data including through utilizing these third-party software licenses, and we believe the licensed software will generally be replaceable, by either licensing or purchasing similar software from another vendor or building the software functions internally.

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software will generally be replaceable, by either licensing or purchasing similar software from another vendor or building the software functions internally.

Available Information

We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). Our filings with the SEC are available to the public through the SEC’s website at http://www.sec.gov.

You also can find more information about us online at our website located at https://investor.informatechtarget.com. The information contained on the website is not included or incorporated by reference into this Annual Report on Form 10-K. Our filings with the SEC are made available free of charge through our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.

Item 1A. Risk Factors

Investing in our common stock involves substantial risks. You should carefully consider the following factors, together with all of the other information included in this Annual Report, including under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes included elsewhere in this Annual Report before investing in our common stock. Any of the risk factors we describe below could adversely affect our business, financial condition or results of operations. The market price of our common stock could decline if one or more of these risks or uncertainties develop into actual events, causing you to lose all or part of your investment. We cannot assure you that any of the events discussed below will not occur. Please also see “Cautionary Note Regarding Forward-Looking Statements” in this Annual Report for more information.

Risks Related to Our Business

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

Our management team will ~~need~~continue 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~~, 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, including their respective operations, technologies, products and services, 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; 20

~~lost~~Table ~~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 their amount of business in order to reduce their reliance on a single company;~~ Contents

•

the difficulty in successfully integrating, or the inability to successfully integrate, our 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 the amount of business they do with us in order to reduce their reliance on a single company;

•

the necessity of coordinating geographically separated organizations, systems and facilities;

•

potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the combination;

•

integrating personnel with diverse business backgrounds and business cultures, while maintaining focus on providing consistent, high-quality products and services;

•

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

~~preserving~~We ~~important~~could ~~relationships~~be adversely affected by the diversion of our ~~legacy~~management’s ~~TechTarget~~attention ~~business~~ and any delays or difficulties encountered in connection with the ~~legacy~~integration ~~Informa~~of ~~Tech~~our ~~Digital~~business. ~~Businesses~~The ~~and~~process ~~resolving~~of ~~potential~~integrating ~~conflicts~~operations ~~that~~could ~~may~~cause ~~arise~~an interruption of, or loss of momentum in, the activities of one or more of our segments.

Furthermore, it is possible that the integration process could result in the loss of key employees or skilled workers of either or both of our legacy TechTarget business and the legacy Informa Tech Digital Businesses. The loss of key employees and skilled workers could adversely affect our ability to successfully conduct our business because of their experience and knowledge of our legacy TechTarget business and the legacy Informa Tech Digital Businesses. In addition, we could be

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adversely affected by the diversion of our management’s attention and any delays or difficulties encountered in connection with the integration of our legacy TechTarget business and the legacy Informa Tech Digital Businesses. The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of one or more of our segments.

If we experience difficulties with the integration process, the anticipated benefits of the combination may not be realized fully or at all, or may take longer to realize than expected. These integration matters could have an adverse effect on our business, results of operations, financial condition or prospects during this transition period.

Informa could engage in business and other activities that compete with us.

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.

Failure to successfully implement and operate under the Data Sharing Agreement between us and Informa could impact the potential benefits of the Transactions.

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 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.

Our Amended and Restated Certificate of Incorporation (“Charter”) and the Stockholders Agreement contain provisions related to the waiver of certain corporate opportunities that may be of interest to both us and Informa. Our Charter provides, among other things, that Informa and the other persons specified therein shall not be liable to us, our affiliates or our stockholders for breach of any fiduciary duty as our stockholder, director, or officer in connection with certain business activities and opportunities. The provisions set forth in the Stockholders Agreement provides in general that (i) a corporate opportunity offered to any individual who is our director, but not our officer or employee and who is also a director, officer or employee of Informa will belong to us only if such opportunity is expressly offered to such person solely in his or her capacity as our director and otherwise will belong to Informa and (ii) a corporate opportunity offered to any individual who is our officer or employee and also is a director, officer or employee of Informa will belong to us unless such opportunity is expressly offered to such person in his or her capacity as a director, officer or employee of Informa, in which case it will belong to Informa. The absence of a duty on the part of Informa or its affiliates to present corporate opportunities to us may have a material adverse ~~effect on our business, financial condition, results of operations or prospects if attractive corporate opportunities are allocated by Informa to itself or its affiliates.~~

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 advertising spending will likely have an adverse effect on our revenues and operating results. 21

~~The~~Table ~~primary source~~ of our revenues is the sale and support of purchase intent-driven advertising campaigns to our customers. Any material reduction in 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:Contents

effect on our business, financial condition, results of operations or prospects if attractive corporate opportunities are allocated by Informa to itself or its affiliates.

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:

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variations in expenditures by advertisers due to budgetary constraints;

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the cancellation or delay of projects by advertisers or by one or more significant customers;

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the cyclical and discretionary nature of advertising spending;

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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

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22the occurrence of extraordinary events, such as natural disasters, pandemics or infectious disease outbreaks, acts of terrorism and international or domestic political and economic unrest.

~~Table~~We generate revenue from sales of ~~Contents~~subscriptions to our platforms and 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 ~~occurrence~~sale of ~~extraordinary~~subscriptions ~~events,~~to ~~such~~our asplatforms ~~natural~~and ~~disasters,~~data ~~disease~~and ~~outbreaks~~research ~~(such~~reports. asDemand ~~the~~and ~~novel~~preference ~~coronavirus),~~trends ~~acts~~for ofthese ~~terrorism~~platforms and ~~international~~data orand ~~domestic~~research ~~political~~reports ~~and~~are ~~economic~~affected ~~unrest~~by various factors, many of which are beyond our control. Some of these potential factors include:

•

We generate revenue from sales of subscriptions to our platforms and data, 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. Demand and preference trends for these platforms and data is affected by various factors, many of which are beyond our control. Some of these potential factors include:

awareness and acceptance of the market research, market insight, and lead generation platforms generally, and the growth, contraction and evolution of these platforms;

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availability of products and services that compete with those we offer;

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brand recognition;

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pricing;

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ease of adoption and use;

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performance, features, and user experience, and the development and acceptance of new features, integrations, and capabilities;

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customer support;

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accessibility across several devices, operating system, and applications;

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integration with customer relationship management and similar systems; ~~and~~

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compliance with domestic and international regulatory requirements;

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AI functionality and capabilities; and

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the potential for the development of new systems and protocols for business-to-business (“B2B”) communication.

If we fail to successfully predict and address declines in demand and changes in preference trends, our business, results of operations and financial condition could be harmed.

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, 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 doubtful accounts 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 losses from bad debts, 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. 22

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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 credit losses 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 credit 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.

The areas in which we compete are rapidly evolving, which makes it difficult to forecast demand for our products and services.

The areas in which we operate are highly competitive and rapidly evolving. If there is a shift in customer demand for content, market data and market business, or if customers for these areas more quickly or more extensively than expected choose to focus their new spending on, or shift their existing spending to, other solutions that do not interoperate with our solutions, or if competitors are able to adapt more quickly to new or emerging technologies or otherwise to develop their capabilities more quickly, our products and services may not compete as effectively, if at all.

We face significant competition from online media companies as well as from social networking sites, mobile applications, traditional print and broadcast media, general purpose and search engines and generative AI. There can be no assurance that additional competitors will not enter markets that we serve and plan to serve. These competitive pressures may reduce our revenue, operating profits, or both.

In addition, we work in a range of specialist areas that could grow, decline, change or be disrupted, which could alter customer behavior, needs and preferences and change the competitive environment for our products and services. As a result, our revenues and margins could be adversely affected.

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 companies, or decline in the growth of existing B2B technology companies, may cause a decline in demand for our offerings.

In addition, the marketing and advertising budgets of our customers may fluctuate as a result of:

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weakness in corporate enterprise technology spending, resulting in a decline in enterprise technology marketing and advertising spending, a trend that we have seen in the past and that may continue in the future;

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increased concentration in the enterprise technology industry as a result of consolidations, leading to a decrease in the number of current and prospective customers, as well as an overall reduction in marketing and advertising spend;

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reduced spending by combined entities following such consolidations, leading to volume and price compression and loss of revenue; and

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the timing of marketing and advertising campaigns around new product introductions and initiatives.

Our future growth depends in large part on continued increases in sales of data-driven products and services.

We sell a suite of data-driven products and services, which are based on our Activity Intelligence analytics. We expect that data-driven products, as well as the expansion of the features in our product offerings, will be major components of our future growth. The failure of data-driven products offered by us to meet anticipated sales levels, our inability to continue to expand the features in our product offerings successfully, or the failure of our current product offerings or new products and services offered by us to achieve and then maintain widespread customer acceptance could have a material adverse effect on our business and financial results. In addition, competitors may develop a service or application that is similar to our data-driven product suite, which could also result in reduced sales for those product offerings.

The majority of our revenues are primarily derived from short-term contracts that may not be renewed.

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Our customer contracts are expected to be primarily short-term, typically six to twelve months or less, and generally subject to termination by the customer with minimal notice requirements and without substantial penalty. We cannot assure you that our current customers will fulfill their obligations under their existing contracts, continue to participate in existing programs beyond the terms of their existing contracts or enter into any additional contracts for new programs that we may offer. In addition, we may not be successful in our efforts to convert customers from short-term contracts to longer-term contracts, particularly in light of current macroeconomic conditions. If a significant number of our customers or a few large customers decided not to continue purchasing marketing and advertising services from us, we could experience a rapid decline in our revenues over a relatively short period of time. Any factors that limit the amount our customers are willing to and do spend on marketing or advertising with us could have a material adverse effect on our business.

Because we recognize subscription revenue over the subscription term, downturns or upturns in new sales, renewals and upgrades will not be immediately reflected within our results of operations.

We recognize revenue from subscriptions to our platforms on a straight-line basis over the term of the contract subscription period beginning on the date access to the platforms is granted, provided all other revenue recognition criteria have been met. These subscription arrangements generally have contractual terms requiring advance payment for annual or quarterly periods. As a result, much of the subscription revenue reported each quarter will be the recognition of deferred revenue from recurring subscriptions entered into during previous quarters. Consequently, a decline in new or renewed recurring subscription contracts in any one quarter will not be fully reflected in revenue in that quarter but will negatively affect revenue in future quarters. Accordingly, the effect of significant downturns in new or renewed sales of recurring subscriptions will not be reflected in full in our results of operations until future periods. This subscription model also makes it difficult for us to rapidly increase revenue through additional sales in any period, as revenue from new customers will typically be recognized over the applicable subscription term. By contrast, a majority of our costs are expected to be expensed as incurred, which could result in the recognition of more costs than revenue in the earlier portion of the subscription term, and as a result we may report greater than expected losses in any given period.

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 ~~the~~our ~~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 ~~the~~our ~~BrightTALK~~platforms ~~platform~~ 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~~businesses’ ~~(together, our “Legacy 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:

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anticipate and respond successfully to rapidly changing enterprise technology developments and preferences to ensure that our content remains timely and interesting to our members;

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

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

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successfully expand our content offerings into new platform and delivery mechanisms; and

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promote and strengthen the brands of our websites, ~~webinar~~publications, ~~platform~~platforms and our name.

If we are not successful in maintaining and growing our member and user base through the deployment of targeted and compelling content, our ability to retain and attract customers may be affected or we may be required to obtain licensed content which may not be at reasonable prices, which could in turn have an adverse effect on our revenues, and operating results.

We ~~derive~~depend aon ~~significant portion of our website traffic from users who search for enterprise technology research and editorial content through~~ internet search engines. Ato ~~critical~~attract ~~factor~~a insignificant ~~attracting~~portion ~~members~~of ~~and~~visitors ~~users~~ to our websites, virtual events, and ~~webinar~~our ~~platform~~platforms. ~~will~~If beour ~~whether~~websites wewere ~~are~~to ~~prominently~~become ~~displayed~~listed less prominently in ~~response~~search toresults andue ~~internet~~to ~~search~~changes ~~relating~~in tothe ~~enterprise~~search ~~technology~~engines’ ~~content.~~algorithms, ~~Search~~the ~~result~~integration ~~listings~~of ~~are~~AI-driven ~~determined~~search ~~and~~technologies, ~~displayed~~or inother ~~accordance~~factors, ~~with~~our abusiness ~~set~~and ofoperating ~~formulas~~results orcould ~~algorithms~~be materially harmed.

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 events, 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, 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, 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 algorithms, methodologies, the 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 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 business, and have a detrimental effect on our ability to generate revenue.

There are a number of risks associated with our international operations, as well as the expansion of those operations, which could adversely affect our business.

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, 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.

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developed by the particular internet search engine. 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. 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. 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 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 algorithms and methodologies and changes in search query trends. If we fail to successfully manage our SEO strategy, 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 business and have a detrimental effect on our ability to generate revenue.

There are a number of risks associated with our international operations, as well as the expansion of those operations, which could adversely affect our business.

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, 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.

In addition to many of the same challenges we face domestically, there are additional risks and costs to doing business in international markets, including:

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limitations on our activities in foreign countries where we have granted rights to existing business partners;

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the degree to which our foreign-based customers transition from print to online purchase intent data;

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the adaptation of our websites and purchase intent data programs to meet local needs;

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our foreign-based competitors may have greater resources and more established relationships with local advertisers;

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more restrictive data privacy and data protection regulation, which may vary by country and for which there may be little, conflicting or no guidance;

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more restrictive website licensing and hosting requirements, which may result in our websites being blocked, may require changes to how we operate our websites, or may involve regulatory or enforcement actions against us that could be harmful to our business;

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more extensive labor regulation, which may vary by country;

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difficulties in staffing and managing multinational operations;

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difficulties in finding appropriate foreign licensees or joint venture partners;

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difficulties following changes in local business operations or structure;

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distance, language and cultural differences in doing business with foreign entities;

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foreign (and domestic) political and economic uncertainty;

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less extensive adoption of the internet as an information source and increased restriction on the content of websites;

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currency exchange-rate fluctuations; and

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potential adverse tax requirements.

As a result, we may face difficulties and unforeseen expenses in expanding our business internationally and, if we attempt to do so, we may be unsuccessful, which could harm our business, operating results and financial condition.

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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.~~, Demandbase, ~~Inc.,~~ ZoomInfo Technologies ~~Inc~~ and ON24~~, Inc~~. 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 services, 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~~business ~~Businesses~~ 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.

We may experience competition from other companies with technologies and data to deliver B2B market insight and market access, and competing products and services could provide greater appeal to customers.

There are numerous fragmented competitors offering technologies and data to deliver B2B market insight and market access, including data-driven marketing and lead generation, which requires continuous innovation. There are low barriers to entry in the area of lead generation, and with continuously shifting customer needs and strategies, the monetization of leads requires frequent introductions of new technologies and of new products and services. Many prospective customers have invested substantial resources to implement, and gained substantial familiarity with, competing solutions and therefore may be reluctant or unwilling to migrate from their current solutions to our products and services. Many prospective customers may not appreciate differences in quality between our and lower-priced competitors’ products and services, and many prospective and current customers may not learn the best ways to use our products and services, making them less likely to obtain them or renew or upgrade their subscriptions. New technologies and products and services may be or become better or more attractive to prospective and current customers than our products and services, and many prospective and current customers may select or switch to competing products and services even if we do our best to innovate and provide superior products and services.

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and current customers may not learn the best ways to use our products and services, making them less likely to obtain them or renew or upgrade their subscriptions. New technologies and products and services may be or become better or more attractive to prospective and current customers than our products and services, and many prospective and current customers may select or switch to competing products and services even if we do our best to innovate and provide superior products and services.

Our competitors include:

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free sources of digital and nondigital content on the B2B markets;

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predictive analytics and customer data platform technologies, which may specialize in market news, market insights, lead generation, audience development, or digital demand generation;

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other vendors of market forecasts;

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other platforms that may specialize in building relationships within the B2B markets; and

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prospective and current customers’ internal and homegrown business contact databases.

Some current and potential customers, particularly large organizations, have elected in the past, and may elect in the future, to rely on internal and homegrown databases, software that they develop or acquire, and internal data quality teams that would reduce or eliminate the demand for our products and services. If demand for our products and services declines due to these or other factors, our business, results of operations and financial condition of could be adversely affected.

If we fail to respond to changes in data technology, competitors and potential competitors may be able to develop products and services that take market share from us, and the demand for and delivery of our products and services, as well as our market reputation, could be adversely affected.

We rely on key counterparties to support our business and help deliver certain of our products, including integration with third-party applications and systems that we do not control.

We work with a number of key counterparties to support our business and help deliver certain of our products and services. A failure in key counterparty relationships or services could adversely affect the delivery of certain products and services that we offer and otherwise disrupt our business activities, which in turn could adversely affect customer satisfaction, our relationship with our key counterparties and our results of operations. Periods of extreme economic instability and disruption could also adversely affect the stability of these counterparties.

27In addition, certain of our platforms 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 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.

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In addition, legacy TechTarget technologies allow 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.

Third-party systems are constantly evolving, and it is difficult to predict with certainty the challenges that we may encounter in developing our platforms for use in conjunction with such third-party systems. We may not be able to modify integrations to assure compatibility with the third-party systems following changes to these systems. Some operators of CRM and similar systems may cease to permit access or integration with our platforms. This could result in our customers no longer having a convenient way to integrate our products and services into their CRM of choice.

We may not innovate at a successful pace, which could harm our operating results.

The industry in which we operate is rapidly adopting new technologies and standards (including, ~~the~~for 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.

We may be unable to continue to build awareness of our brands, which could negatively impact our business and cause our revenues to decline.

Building recognition of our brands and maintaining recognition of the 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 Legacy Businesses 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 Legacy Businesses effectively, or incur excessive expenses attempting to promote and maintain these brands, our business and financial results may suffer. 27

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Building recognition of our brands and maintaining recognition of our historical brands will be critical to our ability to attract and retain our member base. We intend to continue to build the brands of our historical businesses 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 legacy businesses effectively, or incur excessive expenses attempting to promote and maintain these brands, our business and financial results may suffer.

If we do not retain our key personnel, our ability to execute our business strategy will be adversely affected.

Our success depends to a significant extent upon the recruitment, retention and effective succession of our executive officers, ~~and~~senior ~~key~~leaders, ~~management. Our management team has significant industry experience~~ and ~~would~~critical ~~be difficult to replace~~talent. These ~~individuals~~colleagues possess sales, marketing, financial and administrative skills that are critical to the operation of our 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.

We may not be able to attract, hire and retain qualified personnel cost-effectively, which could impact the quality of our content and services and the effectiveness and efficiency of our management, resulting in increased costs and reduced revenues.

Our success depends on our ability to attract, hire and retain qualified technical, editorial, sales and marketing, customer support, financial and accounting and other managerial personnel at commercially reasonable rates. The competition for personnel in the industries in which we operate is intense. Our personnel are able to terminate their employment at any time for any reason. Loss of personnel may result in increased costs associated with replacement hiring and training. If we fail to attract and hire new personnel or retain and motivate our existing personnel, we may not be able to operate our businesses effectively or efficiently, serve our customers properly or maintain the quality of our content and services. In particular, our success will depend in significant part on maintaining and growing an effective sales and customer retention force. This dependence involves a number of challenges, including the need to hire, integrate, motivate and retain additional sales and sales support personnel and train new sales personnel, many of whom lack sales experience when they are hired, as well as increased competition from other companies in hiring and retaining sales personnel.

In ~~December~~July ~~2022~~2025, ~~our~~we ~~legacy~~committed ~~TechTarget~~to ~~business~~the ~~committed~~Restructuring Plan designed to areshape, ~~restructuring~~optimize, ~~plan~~and ~~intended~~support tothe ~~generate~~Company’s financial and operational ~~efficiencies,~~efficiency. ~~strengthen~~The ~~our~~Restructuring ~~financial~~Plan ~~position~~involved ~~through~~streamlining ~~reducing~~certain ~~costs,~~areas and ~~better~~functions ~~align~~and ~~our~~reinvesting ~~operations~~in ~~with~~others ~~our~~to ~~strategic~~improve the delivery of products and services to customers and enhance the Company’s global go-to-market capabilities. The Restructuring Plan included the net reduction of approximately 10% of the Company’s colleague base. We may find it more difficult to hire and retain qualified personnel as a result of the Restructuring Plan.

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objectives. The plan involved streamlining the operations of certain of our legacy TechTarget business units and included the elimination of approximately 60 positions, or approximately 5% of our legacy TechTarget workforce. We may find it more difficult to hire and retain qualified personnel as a result of the 2022 restructuring plan of our legacy TechTarget business.

We may fail to identify or successfully acquire and integrate businesses, products and technologies that would otherwise enhance our product and service offerings to our customers and members, and as a result our revenues may decline or fail to grow.

Our ~~Legacy~~business ~~Businesses~~has ~~have~~ acquired, and we may in the future acquire or invest in, complementary businesses, products or technologies. Acquisitions and investments involve numerous risks including:

•

difficulty in assimilating the operations and personnel of acquired businesses;

•

potential disruption of our ongoing businesses and distraction of our management and the management of acquired companies;

•

difficulty in incorporating acquired technology and rights into our offerings and services, which could result in additional expenses and/or technical difficulties in delivering our product and service offerings;

•

potential failure to achieve additional sales and enhance our customer base through cross-marketing of our products and services to new and existing customers;

•

potential detrimental impact to our pricing based on the historical pricing of any acquired business with common customers and the market generally;

•

potential litigation resulting from our business combinations or acquisition activities; and

•

potential unknown liabilities associated with the acquired businesses.

Our inability to integrate any acquired business successfully, or the failure to achieve any expected synergies, could result in increased expenses and a reduction in expected revenues or revenue growth. As a result, our revenues, results of operations or stock price could fluctuate or decline. In addition, we may not be able to identify or successfully complete acquisitions, which could impact our ability to expand into complementary sectors in the future.

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or stock price could fluctuate or decline. In addition, we may not be able to identify or successfully complete acquisitions, which could impact our ability to expand into complementary sectors in the future.

We may have limited protection of our intellectual property rights which others could infringe.

Our success and ability to compete will be dependent in part on the strength of our proprietary rights, on the goodwill associated with our trademarks, trade names and service marks, and on our ability to use U.S. and foreign laws to protect them. Our intellectual property will include, among other things, our original content, our editorial features, logos, brands, domain names, the technology that we use to deliver our services, the various databases of information that we maintain and make available by license, and the appearances of the websites we operate.

We and our ~~Legacy~~historical ~~Businesses~~businesses have both claimed common law and registered trademark protections in certain brands. Despite claiming and applying to register some of ~~their~~our marks in the United States and other countries where we do business, ~~neither~~ we ~~nor our Legacy Businesses~~ have not been able to obtain registration of ~~their~~our 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 ~~our Legacy Businesses~~ have been 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 ~~Legacy~~various ~~Businesses~~historical 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~~, 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~~, together with the costs and difficulties of combining and integrating the intellectual property ~~of our Legacy Businesses~~ into our business.

Policing our intellectual property rights and identifying infringers worldwide will be a difficult task, and even if we are able to identify infringers, we may not be able to stop them from infringing our intellectual property. We cannot be certain that third party licensees of our content will adequately protect our proprietary rights. Intellectual property laws and our agreements may not be sufficient to prevent others from copying or otherwise obtaining and using our content or technologies. In addition, others may develop non-infringing technologies that are similar or superior to those offered by us. In seeking to protect our marks, copyrights, domain names and other proprietary rights, we could face costly litigation and the diversion of our management’s attention and resources.

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Furthermore, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is still evolving. Therefore, we might be unable to prevent third parties from acquiring domain names that infringe or otherwise decrease the value of our trademarks and other proprietary rights. Any impairment in the value of these important assets could cause the price of our common stock to decline.

We could be subject to infringement claims from third parties, which may or may not have merit. Due to the nature of content that will be published on our online network, including content placed on our online network by third parties, and as a creator and distributor of original content and research, we may face potential liability based on a variety of theories, including defamation, libel, negligence, copyright or trademark infringement, or other legal theories based on the nature, creation or distribution of this information. Such claims may also include, among others, claims that by providing hypertext links to websites operated by third parties, we are liable for wrongful actions by those third parties through these websites. Similar claims have been brought, and sometimes successfully asserted, against online services. It is also possible that our members could make claims against us for losses incurred in reliance on information provided on our networks. In addition, we could be exposed to liability in connection with material posted to our internet sites by third parties. For example, many of our sites offer members an opportunity to post comments and opinions that are not moderated. Some of this member-generated content may infringe on third party intellectual property rights or privacy rights or may otherwise be subject to challenge under copyright laws. Such claims, whether brought in the United States or abroad, could divert management time and attention away from our business and result in significant cost to investigate and defend, regardless of the merit of these claims. In addition, if we become subject to these types of claims and are not successful in our defense, we may be forced to pay substantial damages. These claims could also result in the need to develop alternative trademarks, content or technology or to enter into costly royalty or licensing agreements. Our insurance may not adequately protect us against these claims. The filing of these claims may also damage our reputation as a high-quality provider of unbiased, timely analysis and result in customer cancellations or overall decreased demand for our services. We may not have, in all cases, conducted formal evaluations of our content, technology and services to determine whether they expose us to any liability of the sort described above. As a result, we cannot be certain that our technology, offerings, services or online content will not infringe upon the intellectual property or other rights of third parties. If we were found to have infringed on a third party’s intellectual property rights or otherwise found liable for damages as a result of such claims, the value of our brands, our Legacy Businesses’ brands and business reputations could be impaired, and our business could suffer.

Changes in laws and standards relating to marketing, data collection and use, and the privacy of internet users could impact our ability to conduct our business and thereby decrease our marketing and advertising service revenues while imposing significant compliance costs on us. 29

WeTable ~~are subject to a variety~~ of laws and regulations, including regulation by various federal government agencies, including the U.S. Federal Trade Commission (the “FTC”) and state and local agencies, as well as privacy, data protection and cybersecurity laws in jurisdictions outside of the United States. We use e-mail as a significant means of communicating with our members and users. We may also use contact information provided during the enrollment process, including e-mail addresses and telephone numbers, for marketing purposes to our members and users. Our partners may also use contact information to market their products or services to our members and users. The laws and regulations governing the use of e-mail and other contact information for marketing purposes continues to evolve, and the growth and development of commerce over the Internet may lead to the adoption of additional legislation, changes to existing laws. If new laws or regulations are adopted, or existing laws and regulations are interpreted and/or amended or modified to impose additional restrictions on our ability to send e-mails or use other means to contact our actual or potential members and users, we may not be able to communicate with such members and users in a cost-effective manner. In addition, Internet service providers, software programs and others may block the transmission of unsolicited e-mail, commonly known as “spam.” If such a provider or program identifies us emails as “spam,” our emails could be blocked to our actual or potential members and users. If we are unable to communicate by e-mail with our actual or potential members and users as a result of legislation, blockage or otherwise, our business, operating results and financial condition could be harmed. Contents

~~We collect and process information from visitors, members or users on our websites, platforms, or co-branded sites~~parties. ~~Privacy~~If ~~policies~~we ~~and~~were ~~practices~~found ~~concerning~~to ~~the~~have ~~collection,~~infringed ~~use, and disclosure of member, user and visitor information are posted~~ on ~~our~~a ~~websites.~~third ~~Subject to applicable law and each member~~party’s, ~~user’s~~intellectual ~~and~~property ~~visitor’s~~rights ~~permission~~or ~~(depending~~otherwise onfound ~~the~~liable ~~applicable~~for ~~needs~~damages ~~and~~as ~~requirements~~a result of ~~different~~such ~~countries’ laws)~~claims, ~~we may use~~ the ~~information~~value weof ~~collect to inform~~ our ~~members~~brands, ~~and users and visitors of services may be of interest to them. We may also share this information with~~ our ~~customers~~legacy ~~for~~businesses’ ~~members~~brands and ~~users~~business ~~who~~reputations ~~have~~could ~~elected~~be toimpaired, ~~receive additional promotional materials~~ and ~~have expressly or implicitly granted us permission to share their information with third parties. We also collect information based on the activity of~~ our ~~visitors,~~business ~~members~~could ~~and users on our websites~~suffer.

Changes in laws and standards related to marketing, data collection, and privacy could significantly impact our ability to conduct business, reduce our marketing and advertising service revenues, and impose substantial compliance costs.

We are subject to a wide range of laws and regulations, including oversight by various federal agencies such as the FTC, various state and local agencies, and privacy, data protection, and cybersecurity laws in jurisdictions outside the United States. A significant portion of our communication with members and users relies on email, and we also use contact information provided during registration, such as email addresses and phone numbers, for marketing purposes. Our partners may also use this information to market their products or services.

The legal landscape governing the use of email and other contact information for marketing purposes is constantly evolving. The growth of internet commerce may lead to new legislation or changes to existing laws, potentially imposing additional restrictions on our ability to communicate with website visitors, members, and users. If such laws are enacted or existing ones are interpreted to limit our ability to send emails or use other contact methods, our communication efforts could become less effective or more costly. Additionally, internet service providers, software programs, or other systems may block emails they consider or identify as “spam,” which could prevent us from reaching our intended audience. Any inability to communicate effectively with website visitors, members, and users could harm our business, operating results, and financial condition.

We collect and process information from website visitors, members, and users through our websites, platforms, and co-branded sites. Our privacy policies, posted on our websites, outline how we collect, use, and disclose this information. Subject to applicable laws and user permissions, we may use this data to inform individuals about services of interest and share it with customers for marketing purposes. We also collect activity-based information to enhance our services.

While we believe we are materially compliant with applicable international, federal, and state laws, the introduction of more restrictive privacy and data protection laws could impact our ability to collect and use data. Such laws may limit our ability to provide targeted content, detailed lead data, and marketing solutions to our customers, potentially affecting audience growth and revenue. Regulatory authorities, such as the FTC, state attorneys general, and courts, may interpret or enforce consumer and data protection laws in ways that impose additional compliance obligations. Non-compliance could result in civil or criminal penalties, adverse publicity, and harm to our business and reputation.

Data privacy laws in the United States are rapidly evolving. For example, California’s Consumer Privacy Act, and its amendment, the California Privacy Rights Act, have expanded consumer rights and imposed stricter data collection and processing obligations. Other states have enacted or are considering similar laws, creating a complex and fragmented regulatory environment. These laws may increase compliance costs and impact our ability to conduct business effectively. Additionally, federal data privacy legislation is under consideration, but its timing, scope, and interaction with state laws remain uncertain. Compliance with such legislation could require significant resources and adversely affect our operations.

Globally, data privacy regulations are expanding. Jurisdictions such as the EU, UK, and others have established comprehensive frameworks governing the collection, processing, and transfer of personal data. For example, the EU’s General Data Protection Regulation (“GDPR”), imposes stringent requirements, including enhanced disclosure, data breach notifications, and valid consent for data processing. Non-compliance with GDPR can result in significant fines of up to €20 million or 4% of global revenue. Additionally, evolving regulations in the EU, UK, and other jurisdictions regarding cross-border data transfers could disrupt our operations and increase compliance costs. Failure to comply with these laws could result in fines, reputational harm, and loss of customer trust.

Our customers may implement compliance measures that conflict with our services, limiting the scope of what we can provide. They may also require additional privacy and security measures or impose contractual obligations, such as indemnification or liability obligations, which could increase costs and disrupt operations. If our practices, or those of our customers, are perceived as insufficient, we could face regulatory investigations, lawsuits, or reduced audience engagement, all of which could materially harm our business.

We work with partners to deliver targeted marketing and advertisements based on website visitors’, members’, and users’ interests. Many individuals voluntarily provide contact and other information, which we supplement with third-party data to enhance personalization, analytics, and lead qualification, including data obtained through Informa under the Data Sharing Agreement. However, changes in user sentiment or refusal to share information could impair our ability to offer targeted marketing solutions. If members and users choose to opt out of behavioral targeting, it would be more difficult for us to offer

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~~Although~~targeted wemarketing ~~believe~~programs ~~our~~for ~~efforts materially comply with applicable international, federal and state laws and regulations and such efforts will not materially harm~~ our ~~business,~~customers. ~~additional~~Similarly, ~~more~~if ~~burdensome~~third-party ~~laws or regulations, including more restrictive consumer privacy and~~ data ~~security~~becomes ~~laws,~~unavailable ~~could be enacted~~ or ~~applied~~prohibitively toexpensive, ~~us or~~ our ~~customers. Such laws or regulations could impair our~~ ability to ~~collect~~personalize ~~member~~content and ~~user information and~~ provide ~~more~~marketing ~~targeted~~solutions content and detailed lead data to our customers which may limit the growth of our audience and revenues. Additionally, governmental authorities, such as the FTC, U.S. state attorneys general, and courts may interpret or apply consumer and data protection laws to require that the online collection, use and dissemination of data, and the presentation of website content, comply with certain standards for notice, choice, security and access, which could ~~also~~ be subject to conflicting or differing interpretations. We believe that we are in material compliance with applicable consumer and data protection laws, but a determination by a state or federal agency or court that any of our practices do not comply with applicable laws and regulations could result in civil or criminal liability, adverse publicity and negatively ~~affect our businesses~~impacted. ~~New interpretations of these standards could also require us to incur additional compliance costs and restrict our business operations.~~

~~Data~~Proposals ~~privacy~~for ~~laws~~“Do ~~also~~Not ~~are~~Track” ~~expanding~~regulations ~~across~~and ~~the~~other ~~United~~privacy ~~States~~laws ~~in ways that~~ may ~~impact~~give ~~our~~users ~~business.~~greater ~~For~~control ~~example,~~over ~~the~~their ~~state~~online ~~of California has adopted a comprehensive~~ data ~~privacy law~~, ~~the~~potentially ~~California~~restricting Consumer Privacy Act (“CCPA”), which took effect in January 2020 and became enforceable in July 2020. The CCPA was amended in January 2023 by the California Privacy Rights Act (“CPRA”), which expanded consumers’ rights and data collection and ~~processing~~use. ~~obligations, including with respect to certain sensitive personal information~~U.S. Inregulatory ~~addition,~~agencies ~~other states, such as Virginia, Colorado, Connecticut, Utah, Tennessee, Oregon, and Texas, among others,~~ have ~~passed~~also ~~comprehensive~~increased ~~state~~scrutiny ~~data~~of ~~privacy~~online ~~laws~~advertising ~~similar to the CCPA and CPRA~~practices, ~~which~~including ~~are either in effect or will go into effect in~~ the ~~near~~use ~~future.~~of ~~Additional~~cookies ~~states~~and ~~may~~tracking ~~likely pass similar data privacy laws in the future~~tools. ~~These~~Industry ~~data~~self-regulatory ~~privacy~~codes ~~laws~~ and ~~regulations~~best ~~create~~practices ~~obligations~~for ~~related~~online tobehavioral ~~the~~advertising ~~collection~~(“OBA”) ~~and processing of personal information that may~~ impose additional ~~costs~~requirements, ~~and obligations on us and impact our ability to conduct our business. Governmental authorities also are addressing certain data practices (~~such as ~~marketing),~~providing ~~the~~notice ~~collection~~and ofconsumer ~~certain types of personal data (e~~choice.~~g.,~~ ~~biometrics~~Compliance or children’s data) or otherwise addressing privacy concerns in various ways. These data privacy laws and regulations may impact our business activities, including our identification of research subjects, relationships with ~~business~~these ~~partners~~evolving ~~and~~standards ~~ultimately the marketing and distribution of our products. We~~ may berequire ~~required~~significant ~~to devote substantial~~ resources ~~to implement~~ and ~~maintain compliance with these laws, and noncompliance~~ could ~~result~~impact inour ~~regulatory~~advertising ~~investigations~~ and ~~fines~~data-driven ~~or private litigation~~businesses.

~~The~~We ~~U.S.~~may ~~Congress~~be ~~also~~required isor ~~considering~~choose ~~comprehensive~~to ~~federal~~adopt ~~data~~“Do ~~privacy~~Not ~~legislation.~~Track” Atmechanisms ~~this~~and ~~time,~~abide itby isself-regulatory ~~unclear~~principles ~~whether~~promulgated ~~Congress~~by ~~will~~the ~~pass~~Digital ~~such~~Advertising aAlliance ~~law~~ and ifothers ~~so,~~for ~~when~~OBA and ~~what~~similar itactivities. ~~will~~These ~~require~~measures ~~and~~may ~~prohibit,~~impair ~~and~~our ~~how~~ability itto ~~will~~use ~~interact~~tracking ~~with~~technologies, ~~currently~~collect ~~enacted or future comprehensive state data privacy laws~~ and ~~requirements~~sell ~~under~~behavioral ~~existing US federal laws related to personal~~ data, ~~including~~and ~~the~~engage ~~CAN-SPAM~~with ~~Act~~third ~~and TCPA~~parties. ~~The~~This ~~adoption~~could ofcause ~~comprehensive~~our ~~federal~~net ~~data~~revenues ~~privacy legislation may require us~~ to ~~incur~~decline ~~significant~~and ~~costs for compliance, which may~~ adversely affect our ~~business and~~ operating results.

~~Data~~We ~~privacy~~endeavor ~~laws~~to ~~are~~remain ~~also growing~~ in ~~many~~material ~~countries~~compliance ~~around~~with ~~the~~all ~~world~~applicable ~~that may impact our business. The regulatory framework for the collection~~laws, ~~use~~regulations, ~~safeguarding, sharing, transfer~~ and ~~other~~self-regulatory processing of information worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Globally, virtually every jurisdiction in which we operate has established their own data ~~security~~privacy and ~~privacy~~protection ~~regulatory frameworks with which we need to comply~~regimes. ~~For example~~However, ~~the~~these ~~EU and its member states, and the United Kingdom enacted~~ laws and regulations ~~governing~~may ~~the~~be ~~collection~~modified, ~~processing~~or ~~and~~new ~~use~~ones ofenacted, ~~personal~~which ~~information~~could ~~obtained~~materially ~~from~~affect ~~their~~our ~~citizens~~business. WeData protection authorities may also beinterpret ~~subject~~existing ~~data~~laws ~~privacy~~in ~~and~~new ~~protection~~or ~~laws~~conflicting inways. ~~other jurisdictions~~Additionally, ~~such~~the asdeployment ~~Canada’s~~of ~~Personal~~new ~~Information~~products ~~Protection~~ and ~~Electronic~~services ~~Documents~~may ~~Act,~~require ~~Brazil’s~~changes ~~Lei~~to ~~Geral~~our decompliance ~~Proteção~~practices. deAny ~~Dados~~failure ~~Pessoais,~~to ~~Australia’s~~anticipate ~~Privacy~~or ~~Act,~~adapt ~~India’s~~to ~~Digital~~these ~~Personal~~developments ~~Data~~could ~~Protection~~create ~~Act~~liability, ~~Saudi~~result ~~Arabia’s~~in ~~Personal~~adverse ~~Data Protection Law~~publicity, ~~China’s~~increase ~~Personal~~compliance ~~Information Protection Law~~costs, ~~and~~reduce ~~Japan’s Act on~~ the ~~Protection~~attractiveness of ~~Personal~~our ~~Information.~~services, ~~Regulations~~or inforce ~~these~~us ~~and~~to ~~other~~change ~~jurisdictions~~or ~~have~~limit ~~focused~~our onbusiness ~~the~~practices. ~~collection,~~Such ~~processing,~~outcomes ~~transfer,~~could ~~use,~~materially ~~disclosure~~affect ~~and~~our ~~security~~business ofand ~~personal~~operating ~~information,~~results. ~~such as an individual’s name~~Further, ~~e-mail~~any ~~address~~failure or ~~online~~perceived ~~identifier~~failure ~~(such~~to ascomply anwith IPrelevant ~~address). These~~ laws ~~may~~or ~~also~~regulations ~~provide~~could ~~consumers~~subject ~~the~~us ~~right~~ to ~~access~~significant ~~the information that a company has collected on them~~civil, ~~correct it~~criminal, ~~request that it be deleted,~~ or tocontractual ~~stop the sale of such information to third parties~~liabilities.

The ~~GDPR~~loss of ~~the EU became effective in May 2018 and was designed to~~personal, ~~among other things~~confidential, ~~harmonize disparate data privacy laws found across Europe. The GDPR implemented more rigorous principles relating to the data privacy~~ and/or ~~protection,~~proprietary ~~including enhanced disclosure requirements regarding how personal~~ information isdue ~~obtained,~~to ~~used~~our ~~and~~cybersecurity ~~shared;~~systems ~~limitations~~or on the ~~purpose~~systems ~~and storage~~ of ~~personal~~our ~~information;~~customers, mandatory data breach notification requirements and enhanced standards for data controllers to demonstrate that they have obtained valid consent for certain data processing activities. The GDPR’s application and scope are extensive and penalties for non-compliance are significantvendors, ~~including fines of up to 20 million Euros~~ or 4%partners ofbeing ~~total~~breached ~~worldwide revenue. Further, other laws that the EU is considering, if enacted,~~ could ~~disrupt~~cause ~~our~~us ~~ability~~ to ~~use~~incur orsignificant ~~transfer~~legal ~~data or to market~~ and ~~sell~~financial ~~our~~exposure ~~products~~ and ~~services~~liability, ~~which~~and ~~could~~materially ~~have~~adversely aaffect ~~material adverse effect on~~ our business, ~~financial condition, and~~ operating results. ~~New~~ and ~~evolving requirements may also impact transfers of personal data from other countries to the United States, particularly transfers from members of the EU~~reputation. ~~In addition, we may also be required to meet standards for cross-border personal data transfers imposed by UK regulatory authorities. In the event that we are deemed~~

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. We 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 we have 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.

Providing unimpeded access to our online networks is critical to engaging with our website visitors and members and providing superior service to our customers. Our inability to provide continuous access to our online networks could cause some of our customers to discontinue purchasing marketing and advertising programs and services and/or prevent or deter our members from accessing our networks. We may be required to expend significant capital and other resources to protect against cyber-attacks. We cannot assure you that any contractual provisions attempting to limit our liability in these areas will be successful or enforceable, or that our customers or other parties will accept such contractual provisions as part of our agreements.

Many states and foreign jurisdictions in which we operate have enacted laws and regulations that will require us to notify our members, website visitors, customers and, in some cases, governmental authorities and credit bureaus, in the event that certain personal information is accessed, or believed to have been accessed, without authorization. Certain regulations also require proscriptive policies to protect against such unauthorized access. Additionally, increasing regulatory demands will require us to provide heightened protection of personal information to prevent identity theft and the disclosure of sensitive

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~~not~~information. inShould ~~compliance~~we ~~with~~experience ~~the~~a ~~GDPR~~loss orof EUpersonal, ~~or UK law~~confidential, and/or ~~fails~~proprietary ~~to maintain compliance~~information, then weefforts ~~would be exposed~~ to ~~material~~regain ~~damages,~~compliance ~~costs~~ and~~/or~~ ~~fines~~address ifpenalties aimposed EUby orcontractual UKprovisions ~~regulator~~ or ~~resident~~governmental ~~commenced~~authorities ~~an action and~~ could ~~cause~~increase ~~considerable harm to us and~~ our ~~reputation~~costs ~~(including requiring notification to customers, regulators, members and/or users), loss of confidence in our services and deter customers from using our services~~significantly.

~~Our~~If ~~customers~~we ~~may~~were ~~implement~~to ~~compliance~~experience ~~measures~~a ~~that~~significant docybersecurity ~~not~~breach ~~align~~of ~~with~~our ~~their~~information ~~services,~~systems ~~which~~or ~~could~~data, ~~limit~~ the ~~scope~~costs ~~and~~associated ~~delivery~~with ofthe ~~services~~investigation, weremediation ~~are~~and ~~able~~potential tonotification ~~provide.~~of ~~Customers~~the ~~may~~breach ~~also require us~~ to ~~implement~~counterparties ~~additional privacy~~ and ~~security~~data ~~measures~~subjects orcould ~~impose~~be ~~other contractual obligations including~~material, ~~but~~in ~~not~~addition ~~limited~~ to, ~~indemnification~~potential ~~and~~costs ~~liability~~related ~~obligations,~~to ~~which~~regulatory ~~may~~investigations ~~cause~~in usthe toUnited ~~incur~~States ~~potential~~or ~~business~~other ~~disruptions and expenses~~countries. IfIn ~~our policies and practices~~addition, orour ~~those~~remediation ofefforts ~~our~~may ~~customers,~~not ~~are,~~be orsuccessful. ~~are~~If ~~perceived~~we todo ~~be,~~not ~~insufficient~~allocate orand ifeffectively ~~our~~manage ~~members,~~the ~~users,~~resources ~~visitors~~necessary orto ~~customers~~build ~~have~~and ~~concerns~~sustain ~~regarding~~the ~~our~~proper ~~data~~technology ~~privacy~~ and ~~protection~~cybersecurity ~~practices~~infrastructure, we could besuffer ~~subject~~significant tobusiness ~~enforcement~~disruption, ~~actions~~including ortransaction ~~investigations~~errors, byprocessing ~~regulators~~inefficiencies, ~~lawsuits~~data byloss, ~~private parties~~ or ~~experience~~the ~~reduced~~loss ~~member, user and visitor engagement, each~~ of ~~which~~or ~~could~~damage ~~have~~to aintellectual ~~material~~property ~~adverse~~or ~~effect~~other onproprietary ~~our business~~information.

WeIn ~~also~~addition ~~work with our partners~~ to ~~deliver~~the ~~targeted marketing and advertisements based on members’~~foregoing, ~~users’~~any ~~and~~breach ~~visitors’ perceived commercial interests. Many~~ of ~~our~~privacy ~~members,~~laws ~~users and visitors voluntarily provide us with contact and other information when they visit~~ or ~~interact with our websites. We utilize~~ data ~~from~~security ~~third-party~~laws, ~~sources~~particularly toresulting ~~augment~~in ~~our~~a ~~member~~significant ~~and~~security ~~user~~incident ~~profiles,~~or ~~including~~breach ~~data~~involving ~~provided by Informa under~~ the ~~Data Sharing Agreement and marketing databases so we can personalize content~~misappropriation, ~~enhance~~loss ~~analytical~~or ~~capabilities,~~other ~~better~~unauthorized ~~target~~use ~~our~~or ~~marketing~~disclosure ~~programs~~of ~~and~~sensitive ~~better qualify leads for our customers. However, if visitor, member and/~~or ~~user~~confidential ~~sentiment~~personal ~~regarding the sharing of~~ information ~~changes~~, ~~such~~could ashave ~~visitors~~a tomaterial ~~our~~adverse ~~websites~~effect ~~refusing~~on toour ~~provide contact and other information~~business, ~~our~~reputation ~~ability to personalize content~~ and ~~provide~~financial ~~targeted~~condition. ~~marketing~~There ~~solutions~~is ~~would~~no beassurance ~~materially~~that ~~impaired.~~privacy ~~If members~~ and ~~users choose to opt~~security-~~out~~related ofsafeguards ~~behavioral~~we ~~targeting,~~implement itwill ~~would~~protect ~~be more difficult for~~ us ~~to offer targeted marketing programs for our customers. If we are unable to acquire data~~ from ~~third-party~~all ~~sources~~risks ~~for~~associated ~~whatever~~with ~~reason, or if there is a marked increase in~~ the ~~cost~~processing of(by ~~obtaining~~us ~~such~~or ~~data,~~ our ~~ability~~service toproviders), ~~personalize~~storage ~~content~~ and ~~provide~~transmission ~~marketing~~of ~~solutions~~such ~~could be negatively impacted~~information.

~~New~~Our ~~and~~business, ~~expanding~~which ~~proposals~~is ~~for~~dependent ~~laws~~on ~~and~~centrally ~~regulations~~located ~~regarding “Do Not Track” requirements that protect visitors’~~communications, ~~members’~~computer ~~and~~hardware ~~users’~~systems and ~~right~~cloud-based toinfrastructure ~~choose~~providers, ~~whether~~is orvulnerable ~~not~~ to benatural ~~tracked~~disasters, ~~online~~telecommunication ~~may~~and ~~allow~~systems ~~consumers to have greater control over the use of their information collected online~~failures, ~~forbid~~terrorism ~~the~~and ~~collection~~other ~~or use of such information~~problems, ~~demand~~as awell ~~business~~as todisruption ~~comply~~due ~~with their choice~~ to ~~opt-out~~maintenance ~~of such collection~~ or ~~use~~high ~~and~~volume, ~~place~~all ~~limits upon the disclosure~~ of ~~such~~which ~~information to third-party websites. Any such laws and regulations~~ could ~~have~~reduce atraffic ~~significant impact~~ on ~~the operation of~~ our ~~advertising~~networks ~~and data businesses. U.S. regulatory agencies have also placed an increased focus on online privacy matters and, in particular, on online advertising activities that utilize cookies~~ or ~~other~~websites ~~tracking tools. Consumer~~ and ~~industry groups have expressed concerns about online data collection and use by companies,~~ which ~~has~~could ~~resulted~~result in ~~the~~a ~~release~~negative ofimpact ~~various~~on ~~binding~~our ~~industry self-regulatory codes of conduct and best practice guidelines for online behavioral advertising (“OBA”) and similar activities~~business. These codes of conduct and best practice guidelines govern, among other things, the ways in which companies can collect, use and disclose user information for OBA purposes, including how companies must give notice of these practices, and what choices companies must provide to consumers regarding these practices.

WeOur ~~may~~operations beare ~~required~~dependent oron ~~otherwise~~our ~~choose~~communications tosystems, ~~adopt~~computer ~~“Do~~hardware ~~Not~~and ~~Track”~~cloud-based ~~mechanisms~~infrastructure ~~and~~providers, ~~abide~~all of which are located in data centers operated by ~~certain~~third ~~self-regulatory~~parties. ~~principles~~These ~~promulgated~~systems could be damaged by ~~the~~natural ~~Digital~~disasters, ~~Advertising~~power ~~Alliance~~loss, telecommunication failures, viruses, and ~~others~~hacking, ~~for~~and ~~OBA~~our cloud-based infrastructure providers could take actions, such as establishing unfavorable pricing terms or limiting access to service and other similar ~~activities~~events outside of our control, which ~~may~~would ~~impair~~impact our ability to ~~use~~run our ~~existing~~operations. ~~tracking~~Our ~~technologies,~~insurance policies are expected to ~~collect~~have ~~and~~limited ~~sell~~coverage ~~member~~levels ~~and~~for ~~user~~loss ~~behavioral~~or ~~data,~~damages in these events and ~~engage~~may ~~with~~not ~~other~~adequately ~~third~~compensate ~~parties~~us for any losses that may occur. ~~This~~In ~~could~~addition, terrorist acts or acts of war may cause harm to our ~~net~~employees or damage our facilities, our customers or our vendors which could adversely impact our revenues, tocosts ~~decline~~and expenses and ~~adversely~~financial ~~affect~~position. We are generally uninsured for losses and interruptions to our ~~operating~~systems ~~results~~or cancellations of events caused by terrorist acts and acts of war.

WeOur ~~endeavor~~ability to beattract inand ~~material~~maintain ~~compliance~~relationships with ~~all~~our ~~applicable~~members ~~laws~~and users, ~~regulations~~customers and ~~self-regulatory~~partners ~~data~~will ~~privacy~~depend ~~and~~on ~~protection~~the ~~regimes.~~satisfactory ~~However~~performance, asreliability ~~referenced~~and ~~above,~~availability ~~these~~of ~~laws,~~our ~~regulations~~internet ~~and~~infrastructure. ~~self-regulatory~~Our ~~regimes~~internet ~~may~~marketing ~~be modified,~~ and~~/or~~ ~~new~~advertising ~~laws~~revenues ~~may~~will berelate ~~enacted~~directly into the ~~future,~~number ~~which~~of ~~could~~advertisements ~~materially~~and ~~affect~~other marketing opportunities delivered to our ~~business.~~members ~~Further,~~and ~~data~~users. ~~protection~~System ~~authorities~~interruptions ~~may~~or ~~interpret~~delays ~~existing~~that ~~laws~~result in ~~new~~the orunavailability ~~conflicting~~of ~~ways.~~websites Weor ~~may~~slower ~~deploy~~response ~~new~~times ~~products~~for members and ~~services~~users ~~from~~would ~~time~~reduce tothe ~~time,~~number ~~which~~of ~~may~~advertising ~~also~~impressions ~~require~~and usleads delivered to ~~change~~ our ~~compliance practices~~customers. ~~Any~~This ~~such~~could ~~developments~~reduce ~~(or~~our ~~developments~~revenues ~~stemming~~as ~~from~~ the ~~enactment~~attractiveness ~~or modification~~ of ~~other laws) or~~ our ~~failure~~websites toand ~~anticipate~~platforms ~~the~~decreases. ~~application~~Our orinsurance ~~interpretation~~policies ofprovide ~~these~~only ~~laws~~limited ~~accurately~~coverage ~~could create liability~~ for ~~us,~~service ~~result~~interruptions inand ~~adverse~~may ~~publicity,~~not ~~increase~~adequately ~~our~~compensate ~~future~~us ~~compliance~~for ~~costs,~~any ~~make~~losses ~~our~~that ~~products~~may ~~and~~occur ~~services~~due ~~less attractive~~ to ~~our~~any ~~members,~~failures ~~users, visitors and customers,~~ or ~~cause~~interruptions usin ~~to change or limit~~ our ~~business practices and materially affect our business and operating results~~systems. Further, ~~any~~we ~~failure~~do ornot ~~perceived~~have ~~failure~~multiple onsite ~~our~~capacity ~~part~~for toall ~~comply~~of ~~with~~our ~~any~~services ~~relevant~~in ~~laws~~the orevent ~~regulations~~of ~~may~~any ~~subject~~such ~~us to significant civil, criminal or contractual liabilities~~occurrence.

~~The~~In ~~loss~~addition, our networks and websites must accommodate a high volume of ~~personal,~~traffic ~~confidential~~and deliver frequently updated information. We have experienced, and~~/or~~ ~~proprietary~~we ~~information~~may experience in the future, slower response times due to ~~our~~higher ~~cybersecurity~~than ~~systems~~expected traffic, or ~~the~~decreased ~~systems~~traffic, for a variety of reasons. There have been instances where our ~~customers,~~online ~~vendors~~networks as a whole, or ~~partners~~their ~~being~~respective ~~breached~~websites ~~could~~individually, ~~cause~~have usbeen inaccessible. Also, slower response times, which have occurred more frequently, can result from general internet problems, routing and equipment problems involving third party internet access providers, problems with third party advertising servers, increased traffic to ~~incur~~our ~~significant~~servers, ~~legal~~viruses and ~~financial~~other ~~exposure~~security breaches that are out of our control. In addition, our members depend on internet service providers and ~~liability~~online service providers for access to our online networks or websites. Those providers have experienced outages and delays in the past and may experience outages or delays in the future. A prolonged outage of critical systems, networks or similar services would inhibit the delivery of products and ~~materially~~services, increase costs, and adversely affect customer experience and reputation. Serious disruption could affect day-to-day operations and, potentially, colleague engagement. Moreover, our ~~business~~internet infrastructure might not be able to support continued growth of our online networks or websites. To effectively manage growth, ~~operating~~these ~~results~~systems require an ongoing commitment of significant resources to maintain, protect, enhance and ~~reputation~~upgrade existing systems and develop and implement new systems to keep pace with changing technology and business needs. Any of these problems could result in less traffic to our networks or websites or harm the perception of our networks or websites as reliable sources of information. Less traffic on our networks and websites or periodic interruptions in service could have the effect of reducing demand for marketing and advertising on our networks or websites, thereby reducing our revenues.

We retain personal, confidential, and/or proprietary information relating to our 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

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to our data or the data we collect from our website visitors and members, or to disrupt our ability to provide service. The Legacy Businesses 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 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 our Legacy Businesses 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 loss 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 consumer 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 business, which is dependent on centrally located communications, computer hardware systems and cloud-based infrastructure providers, is vulnerable to natural disasters, telecommunication and systems failures, terrorism and other problems, as well as disruption due to maintenance or high volume, all of which could reduce traffic on our networks or websites and which could result in a negative impact on our business.

Our operations are dependent on our communications systems, computer hardware and cloud-based infrastructure providers, all of which are located in data centers operated by third parties. These systems could be damaged by natural disasters, power loss, telecommunication failures, viruses, and hacking, and our cloud-based infrastructure providers could take actions, such as establishing unfavorable pricing terms or limiting access to service and other similar events outside of our control, which would impact our ability to run our operations. Our insurance policies are expected to have limited coverage

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levels for loss or damages in these events and may not adequately compensate us for any losses that may occur. In addition, terrorist acts or acts of war may cause harm to our employees or damage our facilities, our customers or our vendors which could adversely impact our revenues, costs and expenses and financial position. We are generally uninsured for losses and interruptions to our systems or cancellations of events caused by terrorist acts and acts of war.

Our ability to attract and maintain relationships with our members, 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. System interruptions or delays that result in the unavailability of websites or slower response times for members 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 advertisers 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.

In addition, our networks and websites must accommodate a high volume of traffic and deliver frequently updated information. The Legacy Businesses have experienced, and we may experience in the future, slower response times due to higher than expected traffic, or decreased traffic, for a variety of reasons. There have been instances where the Legacy Businesses online networks as a whole, or their respective websites individually, have been inaccessible. Also, slower response times, which have occurred more frequently, can result from general internet problems, routing and equipment problems involving third party internet access providers, problems with third party advertising servers, increased traffic to our servers, viruses and other security breaches that are out of our control. In addition, our members depend on internet service providers and online service providers for access to our online networks or websites. Those providers have experienced outages and delays in the past and may experience outages or delays in the future. A prolonged outage of critical systems, networks or similar services would inhibit the delivery of products and services, increase costs, and adversely affect customer experience and reputation. Serious disruption could affect day-to-day operations and, potentially, colleague engagement. Moreover, our internet infrastructure might not be able to support continued growth of our online networks or websites. To effectively manage growth, these systems require an ongoing commitment of significant resources to maintain, protect, enhance and upgrade existing systems and develop and implement new systems to keep pace with changing technology and business needs. Any of these problems could result in less traffic to our networks or websites or harm the perception of our networks or websites as reliable sources of information. Less traffic on our networks and websites or periodic interruptions in service could have the effect of reducing demand for marketing and advertising on our networks or websites, thereby reducing our revenues.

Our products and services will depend on the ability of our members and users to access the internet. Currently, this access is provided by companies that have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies, and government-owned service providers. Some of these providers have taken, or have stated that they may take measures, including legal actions, that could degrade, disrupt, or increase the cost of member access to our advertisements or our third party publishers’ advertisements by restricting or prohibiting the use of infrastructure to support or facilitate our offerings, or by charging increased fees to us or our members to provide our offerings. OnIn ~~December 14~~2024, ~~2017,~~ the Federal Communications Commission ~~voted~~(the to“FCC”) ~~repeal~~attempted ~~the~~to reinstate net neutrality rules ~~which~~repealed ~~were~~on ~~intended,~~December ~~in part~~14, to2017. ~~prevent~~The ~~network~~U.S. ~~operators~~Court ~~from~~of ~~discriminating~~Appeals ~~against~~for ~~legal~~the ~~traffic~~Sixth ~~that~~Circuit ~~traverses~~ruled ~~their~~in ~~networks.~~2025, Ithowever, isthat ~~unclear~~the ~~whether~~FCC orlacked ifthe ~~such~~legal aauthority ~~repeal will be subject~~ to ~~challenge~~reinstate orthese ~~preemption~~rules. ifAs ~~the~~of ~~U.S.~~now, ~~Congress~~there ~~passes~~are ~~new~~no ~~laws~~federal ~~regarding~~ net neutrality rules in effect.

In addition, as we expand internationally, government regulations concerning the internet, in particular net neutrality, may be nascent or non-existent. Governments of one or more countries may seek to limit access to the platforms, or certain features of the platforms, or may seek to impose other restrictions that could adversely affect the availability of the platforms, or certain features of the platforms, for an extended period of time or indefinitely. In addition, governments in certain countries may seek to block or restrict access to the platforms if they consider the businesses to be in violation of their laws, including privacy laws, and may require the businesses to disclose or provide access to information in their possession. If we fail to anticipate developments in the law or fail for any reason to comply with applicable law, the platforms could be further blocked or restricted, and we could be exposed to significant liability that could harm the business. This regulatory environment, coupled with the potentially significant political and economic power of local network operators, could cause us to experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense, or otherwise negatively affect our business. Such interference could result in a loss of existing customers, and increased costs, and could impair our ability to attract new customers, thereby harming our revenues and growth.

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We may face risks associated with our use of certain AI, machine learning, and large language models.

Our business uses AI and machine learning (“AI/ML”) technologies, including those offered by third parties, to enhance our content, audience engagement, and overall service offerings and to drive innovation and organizational efficiencies. We also plan to continue to explore, develop, and introduce new AI/ML capabilities and large language models, including generative AI features, into our service offerings and platforms to offer enhanced application functionality, updated product offerings, and improved customer experiences. As with many new and emerging technologies, the use of AI/ML presents risks and challenges that could affect their adoption, and therefore our business. If we enable or offer AI/ML features and solutions that draw controversy due to their perceived or actual impact on human rights, privacy, employment, or in other social, economic, or political contexts, we may experience brand or reputational harm, competitive harm, or legal liability. Additionally, the use of AI/ML technologies may result in inaccurate outputs, contain biased information, or expose us to other risks, which could result in incidents that cause harm to our business, customers, and other individuals. These deficiencies and other failures of AI/ML technologies could subject us to regulatory action, legal liability, including under new and proposed state, federal, and international rules and laws regulating AI/ML, as well as new applications or interpretations of existing data protection, privacy, intellectual property, and other laws.

Issues around the implementation and use of AI/ML technologies are complex and the regulatory landscape continues to evolve. It is likely that new laws and regulations will be adopted, or that existing laws and regulations may be interpreted in new ways that would affect our business and the ways in which we use, or contemplate the use of, AI/ML technology, our financial condition, and our results of operations, including as a result of the cost to comply with such laws or regulations. For example, the EU’s Artificial Intelligence Act (“AI Act”) ~~introduces~~requires a regulatory landscape that businesses will need to navigate with caution. The AI Act’s stringent measures against certain AI/ML applications may impact businesses in this sector. Such measures include prohibitions on AI/ML technologies that utilize sensitive personal attributes for biometric categorization, restrictions on indiscriminate collection of facial images for recognition databases, and limitations on emotion recognition systems that could be employed in consumer analysis or employee monitoring. Businesses must also be aware of the comprehensive transparency requirements mandated for general-purpose AI systems. This entails maintaining detailed technical documentation and ensuring compliance with the EU’s copyright laws, with even more rigorous standards for high-impact general AI/ML models. These models require exhaustive evaluations, risk assessments related to systemic impacts, adversarial testing and reporting on aspects like energy efficiency, indicating a significant compliance burden for businesses. The scale of penalties for non-compliance is material, underscoring the importance of adherence to the new regulations where applicable. To comply with the AI Act, businesses like us will need to take a proactive approach to regulatory compliance, risk management and infrastructure investment.

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Further, potential government regulation related to AI/ML use and ethics may also increase the burden and cost of compliance and utilization of AI/ML, and failure to properly remediate AI/ML usage or ethics issues may cause public confidence in AI/ML to be undermined, which could slow their adoption in our offerings and services. In addition, market acceptance of AI/ML is uncertain, and we may be unsuccessful in our service and product development efforts. Any of these factors could adversely affect our business, financial condition, and results of operations.

In connection with the preparation of the consolidated financial statements as of and for the ~~year~~years ended December 31, 2024 and 2025, we identified material weaknesses in our internal control over financial reporting. We were required to evaluate the effectiveness of our internal control over financial reporting as of December 31, 2025. Based on that ~~resulted~~evaluation, inwe concluded that our ~~inability~~internal tocontrol ~~timely~~over ~~file~~financial reporting was ineffective as of December 31, 2025. Our auditors also concluded that we did not maintain effective internal control over financial reporting as of December 31, 2025. As of the date hereof, our ~~Annual~~material ~~Report~~weaknesses, onas ~~Form~~described ~~10-K~~in Item 9A, have not been remediated. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Please refer to Item 9A. Controls and Procedures for additional information regarding the identified material weaknesses. We also concluded that our disclosure controls and procedures were not effective as of December 31, 2025, due to the material weaknesses in our internal control over financial reporting Notwithstanding the identified material weaknesses, management has concluded that the consolidated financial statements in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP).

Ensuring that we have adequate internal control over financial reporting in place to help ensure that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. Commencing with ~~our~~the start of the fiscal year ~~ending~~ended December 31, 2025, we ~~will~~documented ~~need to document~~ and ~~test~~tested our internal control over financial reporting in connection with the requirements of Section 404 of the Sarbanes-Oxley Act. We will need to continue to dedicate internal resources, continue to engage outside consultants and follow a detailed work plan to continue to assess and document the adequacy of internal control over financial reporting, continue to improve control processes as ~~part~~appropriate, ofvalidate through testing that ~~documentation~~controls are functioning as documented and ~~testing,~~implement ~~our~~a ~~management~~continuous ~~will~~reporting ~~need~~and improvement process for internal control over financial reporting. Continued failure by us to ~~identify~~maintain ~~areas~~effective ~~for~~internal ~~further~~control ~~attention~~over financial reporting, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and ~~improvement.~~could ~~Implementing~~materially ~~any~~impair ~~appropriate~~our ~~changes~~ability to operate our business. In addition, investors’ perceptions regarding the effectiveness of our internal control over financial reporting or that we are unable to produce accurate financial statements may ~~entail~~materially ~~substantial~~and ~~costs~~adversely inaffect ~~order~~the toprice ~~modify~~of our common stock.

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existing accounting systems, take a significant period of time to complete, and distract our officers, directors and employees from the operation of our business. For example, we expect that we will need to design and implement financial reporting and management review controls, together with IT general and application controls for all systems that are relevant to financial reporting, the cost of which may be significant. These changes may not, however, be effective in maintaining effective internal controls over financial reporting, and any failure to maintain that effectiveness, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and could materially impair our ability to operate our business. In addition, investors’ perceptions regarding the effectiveness of our internal controls over financial reporting or that we are unable to produce accurate financial statements may materially and adversely affect the price of our common stock.

Our ability to raise capital in the future may be limited.

Our business and operations may consume resources faster than we anticipate. In the future, we may need to raise additional funds to expand our sales and marketing and service development efforts or to make acquisitions. Additional financing may not be available on favorable terms, if at all. If adequate funds are not available on acceptable terms, we may be unable to fund the expansion of our sales and marketing and research and development efforts or take advantage of acquisition or other opportunities, which could seriously harm our business and operating results. If we incur debt, the debt holders would have rights senior to our common stockholders to make claims on our assets and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. Furthermore, if we issue additional equity securities, stockholders, other than Informa, may experience dilution, and the new equity securities could have rights senior to those of our common stock. Any debt financing is likely to have financial and other covenants that could have an adverse impact on our business if we do not achieve our projected results. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future securities offerings reducing the market price of our common stock and diluting their interest.

The impairment of a significant amount of goodwill and intangible assets on our balance sheet resulted in a decrease in earnings and could result in our stock price declining

Informa TechTarget has acquired assets and businesses over time, some of which have resulted in the recording of a significant amount of goodwill and/or intangible assets in our consolidated financial statements. We had $973.4 million of goodwill and $808.7 million of net intangible assets as of December 31, 2024. The goodwill was recorded because the fair value of the net tangible assets and/or intangible assets acquired was less than the purchase price. We may not realize the full value of the goodwill and/or intangible assets. We will evaluate goodwill for impairment on an annual basis or more frequently if events or circumstances suggest that the asset may be impaired. We will evaluate other intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable. If goodwill or other intangible assets are determined to be impaired, we will write off the unrecoverable portion as a charge to our earnings. For the years ended December 31, 2024 and 2023, we recorded an impairment charge of $66.2 million and $139.6 million, respectively, related to goodwill in the Industry Dive reporting unit. If we acquire new assets and businesses in the future, as we expect we will, we may record additional goodwill and/or intangible assets. The possible write-off of the goodwill and/or intangible assets could negatively impact our future earnings and, as a result, the market price of our common stock could decline. The assets related to these business could be at risk for future impairment should global economic conditions continue to deteriorate beyond current expectations, including the continuing decline of our stock price.34

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Informa TechTarget has acquired assets and businesses over time, some of which have resulted in the recording of a significant amount of goodwill and/or intangible assets in our consolidated financial statements. We had $45.6 million and $973.4 million of goodwill as of December 31, 2025 and 2024, respectively. We had $725.5 million and $808.7 million of net intangible assets as of December 31, 2025 and 2024, respectively. The goodwill was recorded because the fair value of the net tangible assets and/or intangible assets acquired was less than the purchase price. We may not realize the full value of the goodwill and/or intangible assets. We will evaluate goodwill for impairment on an annual basis or more frequently if events or circumstances suggest that the asset may be impaired. We will evaluate other intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable. If goodwill or other intangible assets are determined to be impaired, we will write off the unrecoverable portion as a charge to our earnings. For the year ended December 31, 2025, we recorded an impairment charge of $931.5 million related to the goodwill in all reporting units. For the years ended December 31, 2024 and 2023, we recorded an impairment charge of $66.2 million and $139.6 million, respectively. If we acquire new assets and businesses in the future, as we expect we will, we may record additional goodwill and/or intangible assets. The possible write-off of the goodwill and/or intangible assets could negatively impact our future earnings and, as a result, the market price of our common stock could decline. The assets related to these businesses could be at risk for future impairment should global economic conditions continue to deteriorate beyond current expectations, including the continuing decline of our stock price.

Impairment charges have in the past and may in the future adversely affect our operating results.

We face impairment risk related to our assets. We have a substantial amount of goodwill and intangible assets, primarily customer relationships, on our balance sheet. We review the goodwill for impairment when events occur or circumstances change that indicate that the fair value of the reporting unit may be below its carrying amount, and, at a minimum, on an annual basis. Fair value determinations require considerable judgment and are sensitive to inherent uncertainties and changes in estimates and assumptions. Declines in market conditions, a trend of weaker than anticipated financial performance for our reporting units or declines in projected revenues, and a continued decline in our share price for a sustained period of time, among other factors, are indicators that the carrying value of our goodwill may not be recoverable. In addition, our long-lived asset groups, which include our definite lived intangible assets such as customer relationships, are subject to an impairment assessment when certain triggering events or circumstances indicate that their carrying value may be impaired. If the carrying value exceeds our estimate of future undiscounted cash flows of the operations related to the asset group, an impairment is recorded for the difference between the carrying amount and the fair value of the asset group. We may in the future be required to record an asset impairment charge that, if incurred, could have a material adverse effect on our financial statements.

~~Our~~Taxing ~~significant~~authorities ~~indebtedness~~may successfully assert that the legacy businesses should have collected, or in the future we should collect, sales and use, value added, or similar taxes, and we could be subject to liability with respect to past sales by the legacy businesses or future sales, which could adversely affect our ~~financial~~results ~~condition~~of operations.

36The legacy businesses did not collect sales and use, value added, or similar taxes in all jurisdictions in which they have sales, based on their understanding that such taxes are not applicable. Sales and use, value added, and similar tax laws and rates vary by jurisdiction. Certain jurisdictions in which the legacy businesses do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties, and interest, and we may be required to collect such taxes in the future. Such tax assessments, penalties, and interest, or future requirements, may adversely affect our results of operations.

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As of December 31, 2024, we had $3.04 million in aggregate principal amount of 0.125% convertible senior notes due 2025 and $414.00 million in aggregate principal of 0.0% convertible senior notes due 2026 (collectively, the “convertible notes”) outstanding. On December 20, 2024, we announced a tender offer for the convertible notes, which closed on January 23, 2025, with substantially all the convertible notes being tendered. In addition, on December 2, 2024, we entered into a $250 million unsecured five-year revolving credit facility (the “Credit Facility”) with Informa Group Holdings Limited, a subsidiary of Informa, as administrative agent, and the lenders from time to time party thereto. The significant amount of indebtedness we carry and may carry in the future could limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements, stock repurchases or other purposes.

Our outstanding indebtedness may also increase our vulnerability to adverse economic, market and industry conditions, limit our flexibility in planning for, or reacting to, changes in our business operations or to our industry overall, and place us at a disadvantage in relation to our competitors that have lower debt levels. Our ability to refinance or repay at maturity our indebtedness will depend on the capital markets and our financial condition at such time, and we ultimately may not be able to do so on desirable terms or at all, which could result in a default under our debt obligations. Any or all of the above events and/or factors could have an adverse effect on our results of operations and financial condition.

Taxing authorities may successfully assert that the Legacy Businesses should have collected, or in the future we should collect, sales and use, value added, or similar taxes, and we could be subject to liability with respect to past sales by the Legacy Businesses or future sales, which could adversely affect our results of operations.

The Legacy Businesses did not collect sales and use, value added, or similar taxes in all jurisdictions in which they have sales, based on their understanding that such taxes are not applicable. Sales and use, value added, and similar tax laws and rates vary by jurisdiction. Certain jurisdictions in which the Legacy Businesses do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties, and interest, and we may be required to collect such taxes in the future. Such tax assessments, penalties, and interest, or future requirements, may adversely affect our results of operations.

Changes in applicable tax laws could result in adverse tax consequences to us.

Our tax positions could be adversely impacted by changes to tax laws, tax treaties, or tax regulations or the interpretation or enforcement thereof by any tax authority in which we file income tax returns, particularly in the United States and the United Kingdom. We cannot predict the outcome of any specific legislative proposals.

Global taxing standards continue to evolve as a result of the Organization for Economic Co-Operation and Development ~~(“OECD”)~~ recommendations aimed at preventing perceived base erosion and profit shifting by multinational corporations. While these recommendations do not change tax law, the countries where we operate may implement legislation or take unilateral actions which may result in adverse effects to our future income tax provision and financial statements.

Risks Related to the Ownership of Our Common Stock

We are controlled by Informa. The interests of Informa may differ from the interests of our other stockholders.

Informa beneficially owns approximately 58% of our outstanding common stock. Under the Stockholders Agreement, Informa has the right under certain circumstances to acquire additional equity securities from us pursuant to pre-agreed procedures, preemptive rights and percentage maintenance rights without the approval of a related party transaction committee (“RPT Committee”).

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Through its ownership of at least a majority of the shares of our common stock and the provisions set forth in our Charter, our Amended and Restated Bylaws and the Stockholders Agreement, Informa has the ability to designate and elect a majority of our board of directors. The Stockholders Agreement provides that, for so long as Informa beneficially owns more than 50% of the outstanding shares of our common stock, to the extent permitted by applicable law, unless otherwise agreed to in writing by Informa US Holdings Limited (“Informa HoldCo”), we will avail ourself of certain available “Controlled Company” exemptions to the corporate governance listing standards of the Nasdaq Global Select Market (in whole or in part, as requested by Informa HoldCo) that would otherwise require us to, among other things, have a majority of the board of directors consisting of independent directors and an independent compensation committee.

Under the Stockholders Agreement, our board of directors has three directors not designated by Informa and five directors designated by Informa, as well as our Chief Executive Officer, who is employed by an affiliate of Informa and provides services to us under a secondment agreement.

Pursuant to the terms of the Stockholders Agreement, Informa has the right to consent to certain material actions by us and our subsidiaries for so long as it maintains certain ownership percentages, including over certain mergers and acquisitions, sales of assets, the incurrence of indebtedness, issuances of securities and the termination of the employment or the appointment of a new Chief Executive Officer. For as long as Informa beneficially owns a majority of the outstanding shares of our common stock, Informa will also have control over certain matters submitted to our stockholders for approval, including the election of directors, the adoption of amendments to our Charter that do not require approval by the holders of separate classes or series of capital stock and the approval of certain mergers, consolidations or sales of all or substantially all of our assets. Subject to the terms of the Stockholders Agreement, Informa has agreed to vote in favor of the election of director nominees not designated by Informa. Informa and its subsidiaries may have different interests than other holders of our common stock and may make decisions adverse to your interests.

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directors, the adoption of amendments to our Charter that do not require approval by the holders of separate classes or series of capital stock and the approval of certain mergers, consolidations or sales of all or substantially all of our assets. Subject to the terms of the Stockholders Agreement, Informa has agreed to vote in favor of the election of director nominees not designated by Informa. Informa and its subsidiaries may have different interests than other holders of our common stock and may make decisions adverse to your interests.

Among other things, Informa’s control could delay, defer, or prevent a sale of our business that our other stockholders support, or, conversely, this control could result in the consummation of such a transaction that other stockholders do not support. This concentrated control could discourage a potential investor from seeking to acquire our common stock and, as a result, might impact the market price of our common stock.

Three of the nine members on our board of directors are employed by and/or serve as directors of Informa. Such directors, including our CEO Gary Nugent, have to navigate conflicts between their duties to us and their duties to, and interests in, Informa, which may be different from or in addition to those in our business and our stockholders generally.

Our Chief Executive Officer provides services to the Company through a secondment agreement rather than being directly employed by us.

Gary Nugent serves as our Chief Executive Officer through a secondment arrangement with an Informa affiliate, Informa Support Services, Inc. (“ISSI”). While this structure allows our organization to benefit from Mr. Nugent's extensive leadership experience and important connections within the broader Informa group, Mr. Nugent also understands that this structure and the interests of Informa, as our majority stockholder, and its affiliates may differ from the interests of other stockholders generally and that the secondment arrangement may present conflicts of interest with respect to the performance of his duties to us. Mr. Nugent, nevertheless, remains committed to complying with his fiduciary responsibilities toward our Company and all stockholders and will continue to perform his duties in a manner consistent with the obligations that he owes to us.

Mr. Nugent must balance multiple professional responsibilities and fiduciary duties to both us and Informa under the secondment arrangement. Understanding that his customary fiduciary duties can create conflicts of interest where our interests and the interests of Informa diverge, our governance framework has been structured to acknowledge areas where strategic priorities and conflicts of interest may require further consideration. These include but are not limited to:

•

Business strategy development and implementation

•

Resource allocation and investment decisions, including funding and capital management

•

Regulatory compliance and proceedings

•

Inter-company collaborations with Informa or Informa entities

•

Information management and strategic communications

•

Talent recruitment, retention, development and organizational structures

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•

Financial planning including dividend strategies

•

Strategic growth opportunities and partnerships

While our governance framework provides us with measures to mitigate potential risks relating to conflicts of interest, Mr. Nugent’s employment arrangement and affiliation with Informa may give rise to actual conflicts of interest.

Informa is prohibited, subject to certain exceptions, from transferring shares of our common stock or acquiring more shares of our common stock until the second anniversary of the closing of the combination of ~~the~~our ~~Legacy~~legacy ~~Businesses~~businesses, after which, subject to restrictions, it will be permitted to transfer its shares of our common stock and acquire more shares of our common stock, which could have a negative impact on our stock price or ability to maintain compliance with the Nasdaq Global Select Market’s continued listing requirements.

For two years following the completion of the business combination ~~of the Legacy Businesses~~ (unless the Third Trigger Date (as defined in the Stockholders Agreement) has occurred prior to such date), Informa is prohibited from transferring any of its shares of our common stock other than to a controlled affiliate of Informa, without the approval of an RPT Committee. Following such two-year lock-up period, the Informa Group will be permitted, subject to restrictions, to sell or otherwise transfer shares of our common stock, including in public offerings pursuant to registration rights to be granted by us. Any such sale or other transfer could significantly increase the number of shares of our common stock available to be traded in the equity markets, which could cause a decrease in the trading price of shares of our common stock. In addition, even if Informa does not transfer a large number of its shares into the market, the potential for Informa to sell large numbers of shares into the market may depress the trading price of shares of our common stock.

38For two years following the completion of the business combination, the Informa Group is prohibited from acquiring or seeking to acquire, directly or indirectly, additional shares of our common stock that would result in the Informa Group having an ownership percentage of the outstanding shares of our common stock greater than the percentage of the outstanding shares of our common stock beneficially owned by the Informa Group upon the closing of combination, subject to certain exceptions. Following the two-year standstill period, the Informa Group will be permitted, subject to restrictions, to acquire or seek to acquire, directly or indirectly, additional shares of our common stock which may have an adverse effect on our ability to remain in compliance with the continued listing requirements of the Nasdaq Global Select Market, including requirements with respect to maintaining a minimum number of holders of our common stock. A delisting of our common stock, or the potential for a delisting, could depress the trading price of shares of our common stock.

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sale or other transfer could significantly increase the number of shares of our common stock available to be traded in the equity markets, which could cause a decrease in the trading price of shares of our common stock. In addition, even if Informa does not transfer a large number of its shares into the market, the potential for Informa to sell large numbers of shares into the market may depress the trading price of shares of our common stock.

For two years following the completion of the combination of the Legacy Businesses, the Informa Group is prohibited from acquiring or seeking to acquire, directly or indirectly, additional shares of our common stock that would result in the Informa Group having an ownership percentage of the outstanding shares of our common stock greater than the percentage of the outstanding shares of our common stock beneficially owned by the Informa Group upon the closing of combination, subject to certain exceptions. Following the two-year standstill period, the Informa Group will be permitted, subject to restrictions, to acquire or seek to acquire, directly or indirectly, additional shares of our common stock which may have an adverse effect on our ability to remain in compliance with the continued listing requirements of the Nasdaq Global Select Market, including requirements with respect to maintaining a minimum number of holders of our common stock. A delisting of our common stock, or the potential for a delisting, could depress the trading price of shares of our common stock.

Informa has the right to purchase additional securities from us, which could have a negative impact on our stock price.

Informa HoldCo has the option (but not the obligation) to, among other things, (i) purchase our securities in connection with securities being issued as consideration in an acquisition transaction, or a public offering or private placement of our securities, or under other circumstances where our securities are not being offered for cash by us, in each case at prices determined based upon pre-agreed procedures without the need for the approval of an RPT Committee and (ii) purchase additional shares of our common stock up to its percentage maintenance share in connection with the issuance of equity awards or our securities pursuant to any “at the market” program, on a quarterly basis and at prices determined based upon pre-agreed procedures. Any such purchase by Informa HoldCo could significantly increase the number of shares of our common stock outstanding, which could cause a decrease in the trading price of shares of our common stock. In addition, even if Informa HoldCo does not exercise its rights to purchase, the existence of such rights may depress the trading price of our common stock.

The benefits and synergies attributable to the combination of ~~the~~our ~~Legacy~~legacy ~~Businesses~~businesses may vary from expectations, which may negatively affect the market price of shares of our common stock.

We expect the combination of ~~the~~our ~~Legacy~~legacy ~~Businesses~~businesses will result in a number of benefits and synergies, including, but not limited to, operating synergies and stronger fundamental demand for our products and services, and that combination will be accretive to our earnings. These expectations are based on current estimates and assumptions that may prove to be incorrect. Actual operating, technological, strategic and revenue opportunities, if achieved at all, may be less significant than expected or may take longer to achieve than anticipated. In addition, future events and conditions, including, but not limited to, adverse changes in market conditions, regulatory framework, additional transaction and integration-related costs and other factors such as the failure to realize some or all of the anticipated benefits of the combination could decrease or delay the accretion that is currently anticipated or could result in dilution. Any dilution of, decrease in, or delay of any accretion to our earnings per share could cause the price of shares of our common stock to decline or grow at a reduced rate.

The price of our common stock may be volatile, and holders of our common stock may be unable to resell their shares of our common stock at or above their purchase price or at all.

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The market price for our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including, among others:

•

trends and changes in consumer preferences in the industries in which we operate;

•

changes in general economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the consumer and advertising marketplaces;

•

in key personnel;

•

our entry into new markets;

•

changes in our operating performance;

•

investors’ perceptions of our prospects and the prospects of the businesses in which we participate;

•

fluctuations in quarterly revenue and operating results, as well as differences between our actual financial and operating results and those expected by investors;

•

the public’s response to press releases or other public announcements by us or third parties, including our filings with the ~~Securities and Exchange Commission~~SEC;

•

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announcements relating to litigation;

•

guidance, if any, that we provide to the public, any changes in such guidance or our failure to meet such guidance;

•

changes in financial estimates or ratings by any securities analysts who follow our common stock, our failure to meet such estimates or failure of those analysts to initiate or maintain coverage of our common stock;

•

downgrades in our credit ratings or the credit ratings of our competitors;

•

the development and sustainability of an active trading market for our common stock;

•

investor perceptions of the investment opportunity associated with our common stock relative to other investment alternatives;

•

the inclusion, exclusion, or removal of our common stock from any trading indices;

•

future sales of our common stock by our officers, directors, and significant stockholders;

•

other events or factors, including those resulting from system failures and disruptions, hurricanes, pandemics, wars, acts of terrorism, other natural disasters, or responses to such events;

•

changes in financial markets or general economic conditions, including, for example, due to the effects of recession or slow economic growth in the United States and abroad, interest rates, fuel prices, international currency fluctuations, corruption, political instability, acts of war, including the conflict involving Russia and Ukraine and in the Middle East, acts of terrorism, and pandemics or other public health crises;

•

price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; and

•

changes in accounting principles.

These and other factors may lower the market price of our common stock, regardless of its actual operating performance. As a result, our common stock may trade at prices significantly below the price at which shares were purchased.

In addition, the stock markets, including Nasdaq, have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, we could incur substantial costs and use significant resources, and the attention of management could be diverted from our business.

Item 1B. Unresolved Staff Comments

None.

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Item 1C. Cybersecurity

Cybersecurity Risk Management and Strategy

As is the case for all companies in our industry or with a significant digital presence, we are periodically subject to cyberattacks and other cyber incidents and, therefore, cybersecurity is an integral component of our overall enterprise information security program. We have adopted a multi-layered framework to secure our networks, systems, devices, products, and services while also assessing, identifying, and managing cybersecurity risks. That framework is designed to help protect our information assets, operations, and resources from internal and external cyber threats by understanding and seeking to mitigate risks while ensuring business resiliency from unauthorized access or attack. Our cybersecurity policies, standards, and procedures include security risk assessments for high priority systems, third party compliance assessments for external vendors and suppliers, and incident management and breach response plans which are influenced by, and periodically assessed against, recognized cybersecurity frameworks. Our incident management policy is designed to help prevent, manage, and coordinate our response to, and recovery from, potential and confirmed cybersecurity incidents and includes processes to triage, assess the severity of, escalate, contain, investigate and remediate incidents, as well as comply with applicable legal obligations. Informa PLC'’s chief information security officer (“CISO”) and ~~Security~~security team have implemented a similar framework and we collaborate on best practices, improvements, tabletop exercises, and risk assessments. Some Informa TechTarget systems are currently hosted and managed within the Informa PLC environments and are overseen by the Informa PLC framework., ~~The~~therefore, the business teams collaborate regularly and share any relevant findings and best practices.

We seek to enhance our policies and practices to protect our systems and platforms, adapt to changes in regulations, identify potential and emerging security risks, and develop mitigation strategies for those risks. For example, we conduct regular risk assessments at planned intervals for high priority systems and/or applications to identify and analyze threats and vulnerabilities, review controls, identify risk ratings, likelihood, and level of potential impact, and provide recommendations for risk reduction, mitigation, acceptance, and avoidance. As part of our overall risk mitigation strategy, we also maintain cyber liability insurance coverage.

40We regularly engage external parties, including consultants, auditors, and cybersecurity service providers to enhance our cybersecurity oversight. For example, we maintain an ISO 27001 certification for our BrightTALK platform and obtained a SOC 2, Type II report for the Informa TechTarget Portal platform (formerly, Priority Engine). These third-party assessments are evaluated and updated regularly. Additionally, we utilize various external parties and tools to assist us with annual penetration testing, cybersecurity and related training, vulnerability and patch management, threat detection and response, and information technology general controls.

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at planned intervals for high priority systems and/or applications to identify and analyze threats and vulnerabilities, identify controls, identify risk ratings and likelihood and level of potential impact, and provide recommendations for risk reduction, mitigation, acceptance, and avoidance. As part of our overall risk mitigation strategy, we also maintain cyber liability insurance coverage.

We regularly engage external parties, including consultants, auditors, and cybersecurity service providers to enhance our cybersecurity oversight. For example, we maintain an ISO 27001 certification for our BrightTALK platform and obtained a SOC 2, Type II report for our Priority Engine platform. These third-party assessments are evaluated and updated regularly. Additionally, we utilize various external parties and tools to assist us with annual penetration testing, cybersecurity and related training, vulnerability and patch management, threat detection and response, and information technology general controls.

In order to oversee and identify risks from cybersecurity threats associated with our use of third-party service providers, we have a third-party risk management and assessment program designed to help protect against the misuse of information technology, data, and systems by third parties and business partners generally requiring third-party service providers to complete a security risk assessment, with certain high priority third-party providers undergoing annual risk assessments to determine if they have experienced any changes that could impact their security risk. If any critical risks are identified, we may perform a compliance audit of the third-party to further document findings and to recommend corrective actions.

Based on an assessment using the previously described enterprise information security program, we do not believe that there are any risks from known cybersecurity threats, including as a result of any prior security incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. However, as discussed under “Item 1A. Risk Factors,” specifically the risk titled “The loss of personal, confidential, and/or proprietary information due to our cybersecurity systems or the systems of our customers, vendors, or partners being breached could cause us to incur significant legal and financial exposure and liability, and materially adversely affect our business, operating results and reputation,” the sophistication of cyber threats continues to increase, and the preventative actions we take to reduce the risk of cyber incidents and protect our systems and information may be insufficient. Accordingly, no matter how well our controls are designed or implemented, we will not be able to anticipate all security breaches, and we may not be able to implement effective preventive measures against such security breaches in a timely manner.

Cybersecurity Governance and Oversight

Our board of directors, through its audit committee, provides general oversight over cybersecurity risk. Our board of directors receives and provides feedback on periodic updates from management regarding cybersecurity and isare notified between such updates regarding significant new cybersecurity incidents, if any. Our ~~board~~audit ofcommittee ~~directors~~ also receives periodic briefings on cyber-related issues and accomplishments including, among other things, reviewing key elements of our cybersecurity program, ongoing training initiatives and awareness programs, occurrence of any incidents, and updates regarding third-party certifications and assessments.

We have a Privacy and Security Executive Taskforce (“Taskforce”) consisting of executive-level leaders that meets periodically to, among other things, review global trends in privacy, security, and compliance, identify key projects and resource needs, and review operational privacy and security statistics and metrics. Additionally, our Chief Technology Officer (“CTO”) is a member of the Taskforce and manages and oversees a team (the “IT Security Team”) that is responsible for leading company-wide cybersecurity efforts. The IT Security Team works with various business units and departments, including legal, product development, and operations, to help set standards, policies, and processes. The IT Security Team also collaborates closely with the CISO of Informa and his team to, among other things, align strategy, assessments, and tooling. Our CTO along with key members of his IT Security Team have worked in the information security field for many years and are actively involved in our cybersecurity efforts. We also periodically perform tests on aspects of the operations of our cybersecurity program and the supporting control framework and report the results of these audits in reports to our Audit Committee.39

In an effort to deter and detect cyber threats, we periodically provide all full- and part-time employees with a data privacy, cybersecurity, and incident response training and compliance program, which covers timely and relevant topics, including phishing, malware, password security, confidential data protection, asset use and mobile security, and educates all employees on the importance of reporting all incidents immediately to the Company’s dedicated Incident Management Team. We also use technology-based tools to mitigate cybersecurity risks to bolster our employee based cybersecurity programs.

Item 2. Properties

As of December 31, 2024, we are leasing approximately 68,000 square feet of office space for our global headquarters in Newton, Massachusetts, through December 31, 2029. We have an option to extend the term for an additional five-year period subject to certain terms and conditions. Additionally, we have principal facilities leased at each of the following locations:

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Location	Approximate Square Feet
Washington, DC, USA		26,600
Penang, Malaysia		12,500
New York, USA		9,100
Shanghai, China (primary)		6,500
Dhaka, Bangladesh		6,000
Tokyo, Japan		5,900
Reading, UK		4,200
Shanghai, China (secondary)		3,800
Singapore, Singapore		2,600
Detroit, Michigan, USA		2,500
Portland, Oregon, USA		1,800
Bangalore, India		1,800

We have established a risk committee consisting of executive-level leaders that will meet periodically to, among other things, review and discuss global trends and risks regarding privacy, security, and compliance, identify key projects and resource needs, and review operational privacy and security statistics and metrics. Our Chief Product and Technology Officer (“CPTO”) is a key member of the risk committee and manages and oversees a team (the “IT Security Team”) that is responsible for leading company-wide cybersecurity efforts. The IT Security Team works with various business units and departments, including legal, product development, information technology, and operations, to help set standards, policies, and processes. The IT Security Team also collaborates closely with the CISO of Informa and his team to, among other things, align strategy, assessments, and tooling. Our CPTO along with key members of his IT Security Team have worked in the information security field for many years and are actively involved in our cybersecurity efforts. We also periodically perform tests on aspects of the operations of our cybersecurity program and the supporting control framework and report the results of these tests in reports to our audit committee.

In an effort to deter and detect cyber threats, we periodically provide employees with data privacy, cybersecurity, and incident response training, which covers timely and relevant topics, including phishing, malware, password security, confidential data protection, asset use and mobile security, and educates all employees on the importance of reporting potential cyber-security incidents immediately to the Company’s incident management team. We also use technology-based tools to mitigate cybersecurity risks to bolster our employee based cybersecurity programs.

Item 2. Properties

As of December 31, 2025, we are leasing approximately 68,000 square feet of office space for our global headquarters in Newton, Massachusetts. In October of 2025, we amended our lease to reduce the leased space to approximately 34,000 square feet effective May 1, 2026 and extend the term to end ten years from the date of our relocation to the reduced space, such relocation date expected to be on May 1, 2026. Additionally, we have principal facilities leased at each of the following locations:


Location	Approximate Square Feet
Penang, Malaysia		12,500
Shanghai, China (primary)		6,500
Dhaka, Bangladesh		6,000
Tokyo, Japan		5,900
Singapore, Singapore		2,600
Detroit, Michigan, USA		2,500
Seoul, South Korea		2,000
Portland, Oregon, USA		1,800
Bangalore, India		1,800

Item 3. Legal Proceedings

From time to time, Informa TechTarget and its affiliates may be involved in legal proceedings, claims and ~~proceedings~~governmental ~~arising~~inspections, audits, or investigations that arise in the ordinary course of our business. The outcome of any such legal proceedings, claims or ~~proceedings~~governmental inspections, audits or investigations, regardless of the merits, is inherently uncertain. Moreover, legal proceedings, claims and governmental inspections, audits, or investigations, irrespective of their outcome, can negatively affect us due to expenses related to defense and settlement, diversion of management's attention, and various other factors. We are not currently a party to any material legal proceedings, and we are not aware of any pending or threatened litigation against us that could have a material adverse effect on our business, operating results, or financial condition.

Item 4. Mine Safety Disclosures

Not Applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is listed and traded on the Nasdaq Global Select Market under the symbol “TTGT.”

Holders

As of ~~May~~March 266, ~~2025~~2026, there were 3033 holders of record of our outstanding common stock. These numbers do not include those who hold in “street name” or beneficial holders, whose shares are held of record by banks, brokers, financial institutions and other nominees.

Dividend Policy

We do not currently anticipate declaring or paying any cash dividends to holders of our common stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance the growth of our business. If we decide to pay cash dividends in the future, the declaration and payment of such dividends will depend upon our financial condition, operating results, cash needs and growth plans, restrictive covenants in our debt agreements, and other factors deemed relevant by our board of directors. Our ability to declare a dividend is also restricted by the terms of our Stockholders Agreement, dated as of December 2, 2024, with Informa and Informa HoldCo. There can be no assurances that dividends will be declared in the future or, if we were to desire to declare a dividend, that Informa HoldCo would consent to the declaration of a dividend.

Sales of Unregistered Equity Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

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Stock Performance Graph

The following graph illustrates the total return from December 3, 2024 (the date our common stock began trading on the Nasdaq Global Select Market) through December 31, ~~2024~~2025, for (i) our common stock, (ii) the Russell 2000 Index, (iii) the Russell 3000 Index and (iv) the S&P 500 Media Industry Index. The graph assumes that $100 was invested on December 3, 2024 in each of our common stock, the Russell 2000 Index, the Russell 3000 Index and the S&P 500 Media Industry Index, and that any dividends were reinvested. The comparisons reflected in the graph are not intended to forecast the future performance of our stock and may not be indicative of our future performance.

The information included under the heading “Stock Performance Graph” in Item 5 of this Annual Report is “furnished” and not “filed” and shall not be deemed to be “soliciting material” or subject to Regulation 14A, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act.

Item 6. [Reserved]

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes included elsewhere in this Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Annual Report on Form 10-K, particularly under the heading “Risk Factors.” Please refer to our “Forward-Looking Statements” section on page 3 of this Annual Report on Form 10-K.

Overview

Background

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 strategists, channel chiefs and the C-suite, challenging market strategies, sharpening product roadmaps and accelerating time to market and revenue.

Through the Omdia brand, ~~Industry~~which ~~Dive,~~now ~~NetLine,~~incorporates the formerly separate specialist brands Canalys, Wards Intelligence and ~~Wards~~Enterprise Strategy Group, we provide research and ~~Former~~intelligence ~~TechTarget~~services ~~are~~to ~~important~~technology ~~components~~providers ofbased ~~Informa~~on ~~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.

Targeted access to these specialist audiences is provided through a growing range of data-driven digital products and services that are designed to deliver highly qualified leads, demand generation and buyer intent to technology vendors, connecting them with the right buyers at the right time to maximize return on investment and accelerate growth.

Selected Informa TechTarget brands
Specialist B2B Content: Brand & Advisory Brands	Specialist B2B Buyer Content: Brand & Content Brands	B2B Buyer Intent & Demand Brands
Specialist B2B Content: Intelligence & Advisory Brands	Specialist B2B Buyer Content: Brand & Content Brands	B2B Buyer Intent & Demand Brands
Omdia	Industry Dive	NetLine
Omdia by Informa TechTarget	Industry Dive	Informa TechTarget
Canalys	Information Week
	Information Week	NetLine
Wards	Light Reading
	Light Reading
Enterprise Strategy	Heavy Reading
	AI Business

Industry Background and Trends

Informa TechTarget sits at the intersection of tech and B2B marketing, each dynamic innovative markets in their own right, with what management believes are compelling structural growth drivers. This provides a strong underpin to the long-term growth ambitions of Informa TechTarget.

Technology transcends all aspects of daily life and work. Enterprise technology, incorporating software and hardware systems used by large organizations for anything from customer relationship management to networking and cyber security, is central to operating effectively and efficiently. The pace of innovation and change is rapid, creating a constant cycle of investment to enhance, upgrade and replace technology.

For Informa TechTarget, investment in innovation and growth in ~~research & development (“~~R&D”) budgets provide a leading indicator of demand for its products and services. This growth in technology-related R&D is driving a new wave of investment and innovation, enhancing existing products and inspiring the next generation of products and services.

Over time, the scale of technology purchasing, particularly enterprise technology, has grown in size, resulting in B2B buying behavior becoming more complex. This complexity has led to longer sales cycles as more research is undertaken on purchasing technology products and platforms.

Typically, large technology decisions will involve a number of people across an organization from technology professionals to CIOs, CFOs and often CEOs. This research takes many forms, with an increasing amount conducted online, including by reading specialist content, reviews, information, product profiles and bespoke research, as well as through webinars and online discussions.

The majority of the B2B buyer journey is now completed before a buyer might contact the sales team of a vendor. For technology vendors, online presence and digital brand visibility are therefore critical, leading to more companies focusing their

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~~technology vendors, online presence and digital brand visibility are therefore critical, leading to more companies focusing~~ spend on branded content services, thought leadership and whitepaper distribution, digital event participation and advertising on the most relevant platforms and media.

Management believes Informa TechTarget is at the center of this ~~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.

For B2B sales and marketing teams at technology vendors, this information is critical in targeting the right buyers at the right time, raising brand awareness and positioning products with the right audiences to secure leads that turn into sales. With increasing scrutiny and focus on return on investment, data-driven B2B marketing is becoming ever more relevant given it is typically more measurable, with more efficiency than more traditional advertising and marketing services, helping to increase lead conversion rates, reduce the cost of customer acquisition and generate more revenue per dollar of marketing spend.

Because most of Informa TechTarget’s clients are B2B technology companies, the success of Informa TechTarget is intrinsically linked to the health, and subject to the market conditions of, the technology industry. Informa TechTarget has recently been affected by macro-economic conditions, in particular the negative impact of economic uncertainty, ~~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.

Recent performance has also been impacted by subdued sales and marketing budgets amongst many of Informa TechTarget’s enterprise technology customers as more of their expenditures have been concentrated on R&D activities, particularly around artificial intelligence. Informa TechTarget believes that, as these vendors ultimately seek to achieve a ROI on the results of their R&D, this will result in a resurgence in growth of sales and marketing activity and budgets to support new product launches and enhancements.

Product and Service Offerings

Over the last five years, Informa TechTarget has been building a portfolio of data-driven solutions that are intended to capitalize on the positive structural market dynamic described above and meet the evolving needs of buyers and vendors in the technology market. Informa TechTarget has the potential to continue expanding upon this portfolio of capabilities.

The Informa TechTarget businesses, help both buyers of B2B technology with knowledge and intelligence, supporting them through different stages of the buyer journey, and sellers of B2B technology in identifying relevant buyers for their products, who are in-market and with the greatest purchasing intent. These digital solutions fall into a number of categories:

•

Brand solutions: Brand solutions offer B2B marketers the opportunity to grow brand awareness through direct exposure to specialist technology and business audiences across the businesses’ portfolio of 14 online products and off-network through audience extension programs. Solutions include digital display banners, newsletter sponsorships and email marketing, enabling technology vendors to gain exposure and benefit from association with the businesses’ specialist brands and high quality editorial content amongst the Company's readership base of engaged technology buyers. Brand solutions include the Industry Dive portfolio of more than 35 specialist brands, which deliver high quality business journalism to niche audiences, offering outbound email sponsorship opportunities to vendors looking to build awareness and reach key decision makers.

Demand solutions: The businesses enable marketers to directly engage prospective buyers through a portfolio of content marketing programs, including webinars, whitepapers, playbooks, virtual events and surveys. Through syndicating these across owned media properties and to NetLine’s publisher network, marketers can influence B2B tech buyers and generate demand for their products and services. The businesses are focused on delivering high-quality leads to marketers by gating their content across properties to maximize return on investment. The BrightTALK platform and audience outreach offerings allow the Company's customers to create, host and promote webinars, virtual events and video content. Customers create their own hosted Channels on the platform where they schedule both live and on-demand webinars for promotion to BrightTALK’s community of in-market accounts and prospects. The BrightTALK Channel also enables customers to self-administer lead generation campaigns, set up workflow integrations between the Channel and their CRM and MAP systems, and access reporting detailing the size and growth of their community of subscribers over time. Customers may also create an off-network embedded Channel page on their own corporate website featuring content in their BrightTALK Channel, as well as an embedded BrightTALK registration form that captures and converts interested individuals to marketing leads.

•

Custom content services: Through StudioID, BrightTALK Studio, and Enterprise Strategy Group custom content offerings, the Company support marketers with their end-to-end content strategy by offering proprietary audience research to inform campaigns, strategic design and development, and original content production. Marketers leverage the Company's award-winning deep industry expertise to create journalistic or analyst-sourced content across more than 40 different formats and multiple languages, which can then be distributed across the Company's network. The Company also offers content licensing through Marketplace, whereby marketers curate relevant content from a selection of publishers and then distribute the content on their own channels to align themselves with top voices in their industries.

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•

~~offerings,~~Intelligence ~~the~~subscription ~~Company~~services: ~~support~~Operating ~~marketers~~through ~~with~~the ~~their~~Omdia ~~end-to-end~~brand, ~~content~~the ~~strategy~~specialist bytech ~~offering~~research ~~proprietary~~business ~~audience~~is ~~research~~primarily toan ~~inform~~“intelligence” ~~campaigns~~subscription service, ~~strategic~~providing ~~design~~clients ~~and~~with ~~development,~~a ~~and~~core ~~original~~“data ~~content~~backbone” ~~production.~~in ~~Marketers~~addition ~~leverage~~to ~~the~~qualitative ~~Company's award~~analyst-~~winning~~produced ~~deep~~content ~~industry~~across ~~expertise~~the totechnology ~~create~~industry ~~journalistic~~spectrum. orThe ~~analyst-sourced~~data ~~content~~is ~~across~~typically 40comprised ~~different~~of ~~formats~~market ~~and~~trackers, ~~multiple~~market ~~languages~~sizing, ~~which~~market ~~can~~share ~~then~~analyses beand ~~distributed~~forecasts, ~~across~~and ~~the~~is ~~Company's~~complimented ~~network.~~by ~~The~~expert ~~Company~~industry ~~also~~reports, ~~offers~~analyst ~~content~~opinions ~~licensing~~and ~~through~~an ~~Marketplace,~~“Ask ~~whereby~~an ~~marketers~~Analyst” ~~curate~~service. ~~relevant~~Covering ~~content~~more ~~from~~than a3,000 ~~selection~~topics ofand ~~publishers~~tracking ~~and~~over ~~then~~12,000 ~~distribute~~companies, the ~~content~~businesses’ on300+ ~~their~~expert ~~own~~analysts ~~channels~~and toconsultants ~~align~~provide ~~themselves~~quantitative ~~with~~and ~~top~~qualitative ~~voices~~insights inthat ~~their~~help ~~industries~~companies make better decisions, faster.

•

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.

Advisory: In the consulting business, the businesses work as an extension of client teams, working together to provide strategic support in assessing critical business challenges and providing bespoke solutions. The businesses leverage the breadth and depth of their analyst expertise to evaluate clients’ end-to-end business needs across go-to-market, competitive positioning, new product ideation, market entry.

•

~~IT Deal Alert~~Intent: A comprehensive B2B technology solution that collects and analyzes purchase intent data from actively engaging enterprise technology professionals across the Company's website network and BrightTALK(TM) webinar platform. The suite includes two key products. ~~Priority~~Informa ~~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.

•

Brand solutions: Brand solutions offer B2B marketers the opportunity to grow brand awareness through direct exposure to specialist technology and business audiences across the businesses’ portfolio and off-network through audience extension programs. Solutions include digital display banners, newsletter sponsorships and email marketing, enabling technology vendors to gain exposure and benefit from association with the businesses’ specialist brands and high quality editorial content amongst the Company's readership base of engaged technology buyers. Brand solutions include the Industry Dive portfolio, which delivers high quality business journalism to niche audiences, offering outbound email sponsorship opportunities to vendors looking to build awareness and reach key decision makers.

Critical Accounting Policies and Use of Estimates

Preparation of the accompanying consolidated financial statements requires management to make judgments, assumptions and estimates regarding uncertainties that could affect reported revenue, expenses, assets, liabilities and equity. The most significant areas where management’s judgments, assumptions and estimates impact the consolidated financial statements are described below. Actual results in these areas could differ materially from management’s estimates under different assumptions and conditions. Significant accounting policies are described fully in Note 2. Significant accounting policies to the consolidated financial statements included under Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Basis of Presentation and Corporate Expense Allocations

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.

Accordingly, the accompanying consolidated financial statements reflect certain charges for costs directly related to Informa TechTarget. Informa TechTarget has been allocated a portion of costs incurred by Informa for certain central functions and other operations that are used by Informa TechTarget, including but not limited to executive oversight, finance, treasury, tax, legal, human resources, technology, marketing and other shared services. All such costs are reflected in the accompanying consolidated financial statements. These costs were allocated using a methodology that Management believes is reasonable for the item being allocated. Allocation methodologies include Informa TechTarget’s relative share of revenues, headcount, usage, or functional spend as a percentage of the total. While management believes the methodologies and assumptions used to allocate these costs are reasonable, the consolidated financial statements do not purport to represent the financial position, results of operations, changes in equity, and cash flows of Informa TechTarget in the future, or what such costs would have been had Informa TechTarget operated as a stand-alone entity during the periods presented.

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~~operations~~During the year ended December 31, ~~changes~~2025, inthe ~~equity~~Company operated as one segment. In January 2025, ~~and~~the ~~cash~~Company’s ~~flows~~Chief Executive Officer (its Chief Operating Decision Maker), in order to better execute the strategic vision of ~~Informa~~the ~~TechTarget~~Merger (as defined in Note 1. Business overview and basis of presentation to the ~~future~~consolidated financial statements included under Part II, orItem ~~what~~8 ~~such~~of ~~costs~~this ~~would~~Annual ~~have~~Report ~~been~~on ~~had~~Form ~~Informa~~10-K), ~~TechTarget~~began ~~operated~~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 akey ~~stand-alone~~performance ~~entity~~indicators ~~during~~for the ~~periods~~following ~~presented~~business segments: Intelligence and Advisory, and Brand to Demand, which the Company will report on once the ability to assess performance and make resource allocation is complete.

During the year ended December 31, 2024, 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, 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 Advisory and Brand to Demand, which the Company will report on once the ability to assess performance and make resource allocation is complete.

Revenue Recognition

Revenue is recognized as Informa TechTarget satisfies a performance obligation, based upon transfer of control of promised products or services to clients in an amount that reflects the consideration to which Informa TechTarget expects to be entitled in exchange for those products or services. Some of Informa TechTarget’s performance obligations are satisfied over time as the product or service is transferred to the client. Performance obligations which are not satisfied over time are satisfied at a point in time.

Informa TechTarget enters into contracts that can include various combinations of its offerings which are generally capable of being distinct and accounted for as separate performance obligations.

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

Revenue from fixed fee engagements are recognized over time as Informa TechTarget works to satisfy its performance obligations as Informa TechTarget generally has an enforceable right to payment for performance completed to date.

Goodwill Impairment

As of December 31, ~~2024~~2025 and ~~2023~~2024, goodwill was $~~973~~45.46 million and $~~475~~973.84 million, respectively. Informa TechTarget's goodwill represents the excess purchase price of an acquired entity over the amounts assigned to assets and liabilities assumed in a business combination. Informa TechTarget performs an assessment of goodwill for impairment annually as of December 31 or whenever events or changes in circumstances indicate there may be an impairment.

The Company may assess goodwill for impairment initially using a qualitative approach to determine whether conditions exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. Among the factors that could trigger an impairment review are a reporting unit’s operating results declining relative to its operating plan or historical performance, competitive pressures, changes in the general markets in which it operates, and a sustained decline in share price. If the Company concludes, based on its assessment of relevant events, facts, and circumstances that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a quantitative analysis will be performed to determine if there is any impairment. Alternatively, the Company may elect to initially perform a quantitative analysis instead of starting with a qualitative analysis. These assessments require the Company to make judgments, assumptions, and estimates about projected cash flows, discount rates and other factors. The non-cash goodwill impairment loss is the difference between the reporting unit's fair value and carrying value, not to exceed the carrying amount of the goodwill.

As of December 31, ~~2024~~2025, the Company ~~had~~has 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 ~~fourth~~continued ~~quarter~~impact offrom ~~2024~~the asconditions in the macroeconomic environment, constituted an impairment trigger for all reporting units.

For the year ended December 31, 2025, Informa TechTarget performed the required impairment tests of goodwill on its reporting units using a quantitative impairment analysis with the following key assumptions in the fair value calculations:

•

Projected cash flows: For 2025, the Company used a two-stage valuation approach to projected cash flows, which included key assumptions of forecasted revenue growth rate and EBITDA margin followed by a steady state period of long-term growth. Forecasts for the first stage include management expectations of Informa TechTarget's financial performance with key assumptions of forecasted revenue growth rate and EBITDA margin and represent the best estimate of the future performance of the relevant reporting units, followed by a steady state period of long-term growth. Forecasts for the second stage are based on determining the Company’s terminal value, which is the value of the business beyond the discrete forecast period and utilizes a two‑stage growth model with an initial high‑growth rate stage, followed by a perpetual normalized growth stage.

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•

Discount rate: For 2025, 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: For 2025, long-term growth rates are based on external factors such as long-term Consumer Price Index rates and external market reports for the main geographic markets in which each reporting unit operates and therefore are not considered to exceed the long-term average growth prospects for the individual markets. Long-term growth rates have not been risk adjusted to reflect any of the specific reporting unit uncertainties noted above, as these uncertainties are already reflected in the discount rates used.

•

Tax rate: For 2025, the tax rate is based on external reports of the weighted-average corporate tax rates for the main geographic markets in which each reporting unit operates.

•

Net working capital rate: For 2025, the net working capital rate is based on the market participant level of cash free net working capital, and a comparison of guideline public companies.

•

Capital expenditures rate: For 2025, the capital expenditures rate is based on the Company’s historical depreciation expense.

There is a significant degree of uncertainty associated with these key assumptions. Projected cash flows, including key assumptions of forecasted revenue growth rates and EBITDA margin, are contingent on the Company’s ability to accurately forecast future financial performance, which is subject to factors beyond the Company’s control such as changes in market conditions, economic downturns, and competitive pressures. The discount rate also incorporates market-based rates and risk premiums that are subject to fluctuations due to shifts in macroeconomic factors, investor sentiment, and changes in the Company's perceived risk profile. Moreover, the long-term growth rate assumption, although derived from reputable external sources, can be influenced by unforeseeable changes in industry dynamics, regulatory environments, and technological advancements that may impact growth trajectories. Consequently, while these assumptions are grounded in established financial theories and best estimates, there is an inherent degree of uncertainty.

Canalys

~~The~~Based on the quantitative fair value ~~test~~testing, ~~for~~a ~~the~~goodwill ~~Canalys~~impairment ~~reporting~~of ~~unit~~$0.7 ~~utilized~~million and $42.7 million was recognized during the ~~most~~three ~~recent~~and ~~cash~~twelve ~~flow~~months ~~projections~~ended ~~for~~December 31, 2025, respectively. The carrying value of goodwill in the Canalys reporting unit as ~~revised~~of inDecember ~~the~~31, ~~fourth~~2025 ~~quarter~~was of$9.4 ~~2024~~million topost-impairment. ~~reflect~~For ~~current~~the ~~market~~three ~~conditions~~months ~~and~~ended ~~current~~December ~~trends~~31, in2025, ~~business~~a ~~performance~~0.5% ~~The~~increase ~~quantitative~~in ~~assessment~~the ~~utilized~~weighted aaverage ~~long-term~~forecasted revenue growth rate ofwould 3have resulted in no impairment in the period.0% For the three months ended December 31, 2025, a 9.7% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of 9December 31, 2025, would have resulted in all goodwill being impaired.1% For the three months ended December 31, 2025, a 0.3% increase in the weighted average ~~forecasted~~ EBITDA margin ofwould ~~38.0%,~~have ~~net~~resulted ~~working~~in ~~capital~~no ~~rate~~impairment ofin 5the period.0% ~~and~~For athe ~~discount~~three ~~rate~~months ofended 13December 31, 2025, a 6.3% decrease in the ~~estimation~~weighted ofaverage EBITDA margin used for the goodwill assessment over this reporting unit’s ~~fair~~as ~~value.~~of ~~After~~December ~~completing~~31, 2025 would have resulted in all goodwill being impaired. For the ~~testing~~three months ended December 31, 2025, a 100 basis-point increase in the ~~fair~~discount ~~value~~rate ofused for the goodwill assessment over this reporting unit ~~exceeded~~as ~~its~~of ~~carrying~~December ~~value~~31, 2025 would have increased the goodwill impairment recognized by ~~approximately~~$2.0 60million.3% For the three months ended December 31, ~~and~~2025, ~~therefore~~a 30 basis-point decrease in the discount rate used for the goodwill assessment over this reporting unit as of December 31, ~~there~~2025 ~~was~~would have resulted in no impairment toin ~~goodwill~~the period. ~~The~~For ~~carrying~~the ~~value~~three ofmonths ~~the~~ended ~~goodwill~~December 31, 2025, a 100 basis-point change in the ~~Canalys~~long-term growth rate used for the goodwill assessment over this reporting unit as of December 31, ~~2024~~2025, ~~was~~would have increased or decreased the goodwill impairment recognized by $492.30 million and $1.0 million, respectively. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

~~Legacy TechTarget~~NetLine

48Based on the quantitative fair value testing, a goodwill impairment of $7.1 million and $34.7 million was recognized during the three and twelve months ended December 31, 2025, respectively. The carrying value of goodwill in the NetLine reporting unit as of December 31, 2025 was $6.8 million post-impairment. For the three months ended December 31, 2025, a 6.6% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period. For the three months ended December 31, 2025, a 6.3% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of December 31, 2025 would have resulted in all goodwill being impaired. For the three months ended December 31, 2025, a 3.8% increase in the weighted average EBITDA margin would have resulted in no impairment in the period. For the three months ended December 31, 2025, a 3.2% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of December 31, 2025 would have resulted in all goodwill being impaired. For the three months ended December 31, 2025, a 100 basis-point change in the discount rate used

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~~The quantitative fair value test~~ for the ~~Legacy~~goodwill ~~TechTarget~~assessment over this reporting unit ~~utilized the cash flow projections~~ as of ~~the closing of the Merger,~~ December 231, ~~2024,~~2025 ~~for~~would ~~the~~have ~~reporting~~increased ~~unit~~or todecreased ~~reflect~~the ~~current~~goodwill ~~market~~impairment ~~conditions~~recognized ~~and~~by ~~current trends in business performance~~$2.0 ~~The~~million ~~quantitative~~and ~~assessment utilized a long-term growth rate of~~ $3.0% million, arespectively. ~~weighted~~For ~~average~~the ~~forecasted~~three ~~revenue~~months ~~growth~~ended ~~rate~~December ~~of 10.9%~~31, ~~a weighted average forecasted EBITDA margin of 32.9%~~2025, a ~~net~~100 ~~working~~basis-point ~~capital~~change ~~rate~~in ofthe ~~5.1%~~long-term ~~and~~growth ~~a discount~~ rate ofused ~~10.4%~~for in the ~~estimation~~goodwill ofassessment ~~the~~over this reporting unit’s ~~fair~~as ~~value.~~of ~~After~~December ~~completing~~31, ~~the testing~~2025, ~~the~~would ~~fair~~have ~~value~~increased ofor decreased the ~~reporting~~goodwill ~~unit~~impairment ~~exceeded~~recognized ~~its carrying value~~ by ~~less~~$2.0 ~~than~~million ~~one~~and ~~percent~~$2.0 ~~There was no impairment to goodwill as of December 31~~million, ~~2024~~respectively. ~~The~~These ~~carrying~~sensitivities ~~value~~are ofhypothetical ~~goodwill~~and inshould ~~the~~be ~~Legacy~~used ~~TechTarget~~with ~~reporting~~caution ~~unit~~ as ofthey ~~December~~do ~~31,~~not ~~2024~~include ~~was~~interplay ~~$436.7~~among ~~million~~assumptions.

Legacy TechTarget

Based on the quantitative fair value testing, a goodwill impairment of $436.7 million was recognized during the twelve months ended December 31, 2025. There was no carrying value of goodwill in the Legacy TechTarget reporting unit as of December 31, 2025 post-impairment.

Bluefin

~~The~~Based on the quantitative fair value ~~test~~testing, ~~for~~a ~~the~~goodwill ~~Bluefin~~impairment ~~reporting~~of ~~unit~~$2.1 ~~utilized~~million ~~the~~and ~~most~~$174.1 ~~recent~~million ~~cash~~was ~~flow~~recognized ~~projections~~during ~~for~~ the ~~reporting~~three ~~unit~~and astwelve ~~revised~~months inended ~~the~~December ~~fourth~~31, ~~quarter~~2025, respectively. The carrying value of ~~2024~~goodwill toin ~~reflect~~the ~~current~~Bluefin ~~market~~reporting ~~conditions~~unit ~~and~~as ~~current~~of ~~trends~~December in31, ~~business~~2025 ~~performance~~was $3.7 ~~The~~million ~~quantitative~~post-impairment. ~~assessment~~For ~~utilized~~the athree ~~long-term~~months ~~growth~~ended ~~rate~~December of31, 3%2025, a 1.7% decrease in the weighted average forecasted revenue growth rate ofused ~~6.7%,~~for athe ~~weighted~~goodwill ~~average~~assessment ~~forecasted~~over ~~EBITDA~~this ~~margin~~reporting unit as of ~~26.0%~~December 31, a2025 ~~net~~would ~~working~~have ~~capital~~resulted ~~rate~~in ofall 5goodwill being impaired.0% ~~and~~For athe ~~discount~~three ~~rate~~months ofended 13December 31, 2025, a 0.58% decrease in the ~~estimation~~weighted ofaverage EBITDA margin used for the goodwill assessment over this reporting unit’s ~~fair~~as ~~value.~~of ~~After~~December ~~completing~~31, 2025, would have resulted in all goodwill being impaired. For the ~~testing~~three months ended December 31, 2025, a 100 basis-point increase in the ~~fair~~discount ~~value~~rate ofused for the goodwill assessment over this reporting unit ~~exceeded~~as ~~its~~of ~~carrying~~December ~~value~~31, 2025 would have increased the goodwill impairment recognized by ~~approximately~~$5.5 21million.~~4%,~~ ~~and~~For ~~therefore~~the three months ended December 31, ~~there~~2025, ~~was~~a no100 ~~impairment~~basis-point todecrease ~~goodwill.~~in ~~The~~the ~~carrying~~long-term ~~value~~growth ofrate ~~goodwill~~used infor the ~~Bluefin~~goodwill assessment over this reporting unit as of December 31, ~~2024~~2025 ~~was~~would have increased the goodwill impairment recognized by $~~176~~3.84 million. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

Industry Dive

~~During~~Based on the ~~fourth~~quantitative ~~quarter~~fair ofvalue ~~2024~~testing, asthere awas ~~result~~no ofimpairment ~~the~~recognized ~~lower~~during ~~realized~~the ~~pricing~~three ~~attributable~~months toended ~~shifts~~December in31, ~~the~~2025. ~~coverage~~A ~~mix~~goodwill ~~for~~impairment ~~certain products, discontinuation~~ of ~~certain~~$243.4 ~~products~~million aswas arecognized ~~result~~during of the ~~impact~~year ofended ~~recent~~December ~~legislation~~31, ~~and~~2025. ~~revised~~The ~~expectations~~carrying value of ~~future~~goodwill ~~selling,~~in ~~advertising,~~the ~~and~~Industry ~~promotion~~Dive ~~costs~~reporting ~~required~~unit toas ~~mitigate~~of ~~further~~December ~~revenue erosion~~31, ~~the~~2025 ~~Company’s~~was ~~assessment~~$25.7 ofmillion ~~future~~post-impairment. ~~business~~For ~~performance~~the ~~indicated~~three ~~that~~months ~~the~~ended ~~reporting~~December ~~unit’s~~31, ~~future~~2025, ~~financial~~a ~~results~~10.0% ~~were~~decrease ~~below~~in the ~~assumptions~~weighted average forecasted revenue growth rate used infor the ~~last~~goodwill ~~quantitative~~assessment ~~fair~~over ~~value~~this ~~test~~reporting unit as of December 31, ~~2023.~~2025, ~~After~~would ~~considering~~have increased the ~~limited~~goodwill ~~headroom~~impairment asrecognized aby ~~result~~$11.1 ofmillion. For the ~~impairment~~three tomonths ~~goodwill~~ended ofDecember ~~the~~31, ~~Industry~~2025, ~~Dive~~a ~~reporting~~6.2% ~~unit~~decrease ~~when~~in ~~last~~the ~~tested~~weighted onaverage ~~December~~EBITDA ~~31,~~margin ~~2023,~~used for the ~~Company~~goodwill ~~determined~~assessment ~~that~~over ~~due~~this toreporting ~~these~~unit ~~changes~~as inof ~~facts~~December ~~and circumstances~~31, as2025 ~~well~~would ashave ~~increases~~resulted in ~~market~~all ~~interest~~goodwill ~~rates~~being ~~during~~impaired. For the ~~fourth~~three ~~quarter~~months ofended ~~2024~~December 31, ~~the~~2025, ~~Industry~~a ~~Dive~~100 ~~reporting~~basis-point ~~unit~~increase ~~was~~in ~~impaired.~~the ~~The~~discount ~~quantitative~~rate used for the goodwill assessment ~~utilized~~over athis ~~long-term~~reporting ~~growth~~unit ~~rate~~as of ~~3.0%~~December 31, a2025 ~~weighted~~would ~~average~~not ~~forecasted~~have ~~revenue~~resulted ~~growth~~in ~~rate~~goodwill ~~of 6~~impairment.~~6%,~~ aFor ~~weighted~~the ~~average~~three ~~forecasted~~months ~~EBITDA~~ended ~~margin~~December of31, ~~24.2%~~2025, a ~~net~~100 ~~working~~basis-point ~~capital~~decrease ~~rate~~in ofthe ~~5.0%~~long-term ~~and~~growth ~~a discount~~ rate ofused ~~10.5%~~for in the ~~estimation~~goodwill ofassessment ~~the~~over this reporting unit’s ~~fair~~as ~~value.~~of ~~Based~~December on31, ~~the~~2025 ~~quantitative~~would ~~fair~~not ~~value~~have ~~testing,~~resulted ain goodwill impairment ~~of $66~~.2 ~~million~~These ~~was~~sensitivities ~~recognized.~~are ~~The~~hypothetical ~~carrying~~and ~~value~~should ofbe ~~goodwill~~used inwith ~~the~~caution ~~Industry Dive reporting unit~~ as ofthey ~~December~~do ~~31,~~not ~~2024~~include ~~was~~interplay ~~$186.1~~among ~~million post impairment~~assumptions.

A 10% change in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of December 31, 2024 would have increased or decreased the goodwill impairment recognized by $7.0 million. A 10% change in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of December 31, 2024 would have increased or decreased the goodwill impairment recognized by $29.0 million. A 100 basis-point change in the discount rate used for the goodwill assessment over this reporting unit as of December 31, 2024 would have increased or decreased the goodwill impairment recognized by $32 million and $42 million, respectively. A 100 basis-point change in the long-term growth rate used for the goodwill assessment over this reporting unit as of December 31, 2024 would have increased or decreased the goodwill impairment recognized by $26 million and $33 million, respectively. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

During the year ended December 31, 2023, the Informa Tech Digital Businesses had been affected by macro-economic conditions, in particular the negative impact of rising interest rates on the technology industry, which impacted investment levels and overall marketing expenditure. As a result, during the first quarter of 2023, when remeasuring the fair value of the contingent consideration related to the Industry Dive acquisition, a reduction was made to the short-term 2023 revenue forecast for the Industry Dive reporting unit. As this was considered to be an indicator of impairment, a quantitative analysis was performed, which concluded that the fair value continued to exceed the carrying value because the long-term projections of the business remained unchanged.

Subsequently, in the second quarter of 2023, with macro-economic conditions remaining challenging, management revised its long-term revenue projections for the Industry Dive business, lowering expectations for its core email and website sponsorship/advertising products to reflect more constrained budgets among its current and expected key customers. Following this change in assumptions, another quantitative impairment analysis was performed for the Industry Dive reporting unit, which indicated that its carrying value now exceeded its fair value. Therefore, an impairment charge of $139.6 million was recognized against the goodwill of the Industry Dive reporting unit.

The fair value of Industry Dive was determined by discounting its projected cash flows at the post-tax discount rate of 12.1% and using a 2.2% long-term growth rate, as determined following the methodology above. A sensitivity analysis considered the impact of changes to several key assumptions that were considered in isolated scenarios, including a

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hypothetical 10% reduction in all cash flow years including the perpetuity year, a 1% increase in the discount rate, and a 0.50% reduction in the long-term growth rate, with higher total levels of impairment ranging from $150.1 million to $177.1 million under these sensitivities scenarios.

NetLine

The quantitative fair value test for the NetLine reporting unit utilized the most recent cash flow projections for the reporting unit as revised in the fourth quarter of 2024 to reflect current market conditions and current trends in business performance. The quantitative assessment utilized a long-term growth rate of 3%, a weighted average forecasted revenue growth rate of 16.1%, a weighted average forecasted EBITDA margin of 43.0%, a tax rate of 27.9%, capital expenditures rate of 1.0%, a net working capital rate of 5.0% and a discount rate of 12.5% in the estimation of the reporting unit’s fair value. After completing the testing, the fair value of the reporting unit exceeded its carrying value by approximately 80.1%, and therefore, there was no impairment to goodwill. The carrying value of goodwill in the NetLine reporting unit as of December 31, 2024 was $41.5 million.

During the second quarter of 2023, as the macro-economic conditions described above also impacted NetLine, the Informa Tech Digital Business performed a quantitative impairment analysis for the NetLine reporting unit which indicated the fair value exceeded its carrying value by 14.5%. The fair value of NetLine was determined by discounting its projected cash flows at the post-tax discount rate of 14.1% and using a 2.2% long-term growth rate, as determined following the methodology above. A sensitivity analysis considered the impact of changes to several key assumptions that were considered in isolated scenarios, including a hypothetical 10% reduction in all cash flow years including the perpetuity year which would reduce headroom to $1.8 million, a 1% increase in the discount rate, which would reduce headroom to $3.2 million, and a 0.5% reduction in the long-term growth rate, which would reduce headroom to $7.2 million.

During the annual goodwill impairment test for the year ended December 31, 2023, there were either no indicators of impairment, or where such indicators existed, the results of the December 31, 2023 impairment test showed that fair value exceeded the carrying amount for all reporting units and therefore that no further impairment charge was required.

For the 2024 and 2023 reporting periods, Informa TechTarget performed the required annual impairment tests of goodwill on its reporting units using the following key assumptions in the fair value calculations:

Projected cash flows: For the 2024 reporting period, the Company used a two-stage valuation approach to projected cash flows, which included key assumptions of forecasted revenue growth rate and EBITDA margin. The first stage consisted of Board of Director approved projected financial information for a period of three years, 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. For the 2023 reporting period, the Company used a three-stage valuation approach to project impairment test cash flows. The first stage consisted of BOD approved projected financial information for a period of four years, followed by a transitional period of two years of normalizing and declining growth rates and, thereafter, a steady state period of long-term growth.

Discount rate: For the 2024 and 2023 reporting periods, 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: For the 2024 and 2023 reporting periods, long-term growth rates are based on external factors such as long-term Consumer Price Index rates and external market reports for the main geographic markets in which each reporting unit operates and therefore are not considered to exceed the long-term average growth prospects for the individual markets. Long-term growth rates have not been risk adjusted to reflect any of the specific reporting unit uncertainties noted above, as these uncertainties are already reflected in the discount rates used.

Tax rate: For the 2024 reporting period, the tax rate is based on external reports of the weighted-average corporate tax rates for the main geographic markets in which each reporting unit operates.

Net working capital rate: For the 2024 reporting period, the net working capital rate is based on the market participant level of cash free net working capital, and a comparison of guideline public companies.

Capital expenditures rate: For the 2024 reporting period, the capital expenditures rate is based on the Company’s historical depreciation expense.

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There is a degree of uncertainty associated with these key assumptions. Projected cash flows, including key assumptions of forecasted revenue growth rates and EBITDA margin, are contingent on the Company’s ability to accurately forecast future financial performance, which is subject to factors beyond the Company’s control such as changes in market conditions, economic downturns, and competitive pressures. The discount rate also incorporates market-based rates and risk premiums that are subject to fluctuations due to shifts in macroeconomic factors, investor sentiment, and changes in the Company's perceived risk profile. Moreover, the long-term growth rate assumption, although derived from reputable external sources, can be influenced by unforeseeable changes in industry dynamics, regulatory environments, and technological advancements that may impact growth trajectories. Consequently, while these assumptions are grounded in established financial theories and best estimates, there is an inherent degree of uncertainty.

During the first quarter of 2025, Informa TechTarget did observe a substantial sustained decline in the price of the Company's stock from the closing price of $19.82 as of December 31, 2024 to the closing price of $14.81 as of March 31, 2025. After considering other qualitative factors, the Company concluded there is a triggering event as of March 31, 2025 indicating goodwill may be impaired in the Company's reporting units. Accordingly, the Company is performing a quantitative impairment test for each of the Company's reporting units during the interim period ended March 31, 2025. Any resulting impairment loss could have a material adverse impact on the Company's statement of financial position and results of operations. The Company anticipates a non-cash impairment of goodwill, in the first quarter of 2025, as a result of the decline in the Company’s stock price and the reduction in its market capitalization relative to current book values. The Company is still performing its quantitative assessment for each reporting unit at this time and the potential amount of impairment for each reporting unit, if any, is unknown at this time.

Business Combinations

Informa TechTarget applies the purchase method of accounting to business combinations. All of the assets acquired, liabilities assumed, and contingent consideration are recorded based on their estimated fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net tangible and identifiable intangible assets acquired and liabilities assumed.

The determination of the fair value of identifiable intangible assets involves significant assumptions and estimates, including, but not limited to projected revenue growth rates and EBITDA margins, future customer attrition, discount rates, royalty rates, technology obsolescence factors, useful economic lives and expected future cash flows. Although the Company believes the assumptions and estimates for historical acquisitions to be reasonable and appropriate, they require judgment and are based on experience and historical information from all of the acquired entities. A change in these estimates could cause a materially different value of intangible assets to be recognized with an opposing impact on the goodwill arising from the transaction.

At the acquisition date of a business combination and at each subsequent balance sheet date, consideration contingent on future performance over the contractual earn-out period are remeasured to fair value. Informa TechTarget utilizes significant estimates and assumptions in determining the estimated contingent consideration and associated expense or gain at each balance sheet date. The liabilities are measured against the contractually agreed performance targets at each subsequent reporting date with any adjustments recognized in the consolidated income statement. The estimation of these liabilities requires the Company to make judgements concerning the future performance of related businesses over the contingent consideration period. The estimation uncertainty risk of payments greater than one year is higher due to the forecast nature of the inputs.

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sheet date. The liabilities are measured against the contractually agreed performance targets at each subsequent reporting date with any adjustments recognized in the consolidated income statement. The estimation of these liabilities requires the Company to make judgements concerning the future performance of related businesses over the contingent consideration period. The estimation uncertainty risk of payments greater than one year is higher due to the forecast nature of the inputs.

Income Taxes

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.

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the Company's consolidated financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the consolidated financial statements and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the Company's consolidated statements of operations in the period in which the enactment date occurs.

The Company records valuation allowances against the Company's deferred tax assets when the Company determines that they are not more likely than not to be realized. Evaluating the need for and the amount of a valuation allowance for deferred tax assets often requires significant judgment and extensive analysis of all available evidence. In making such a determination, the Company considers all available positive and negative evidence and the weight of that evidence, including future reversals of existing taxable temporary differences, projected future taxable income, the ability to carryback tax attributes to prior periods, available tax planning strategies and recent results of operations. The weight given to the potential effect of negative and positive evidence is commensurate with the extent to which it can be objectively verified.

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to prior periods, available tax planning strategies and recent results of operations. The weight given to the potential effect of negative and positive evidence is commensurate with the extent to which it can be objectively verified.

The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized from such positions are measured based on the largest benefit having a greater than 50% likelihood of being realized.

Components of Results of Operations

Revenues

Revenue is disaggregated into four categories: Marketing, advertising services and sponsorship; Intelligence subscription services; Advisory services; and Exhibitor and attendee revenue.

These products and services are delivered under both short-term contracts that run for the length of a given marketing/sales program, typically less than nine months, and through integrated contracts exceeding 270 days (“longer-term contracts”) covering various client needs. Longer-term contracts include a range of annual subscription products, which are paid for in advance. In the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 3632%, 36%, and 3736% of the Company's revenues, respectively, were from longer-term contracts.

Cost of revenues

Cost of revenues primarily consists of salaries and related personnel costs for research, editorial and consulting employees, lead generation expenses, freelance contractors expenses, website hosting costs, internal use software and developed technology amortization and other related overheads.

Selling and marketing

Selling and marketing expenses consist primarily of salaries and related personnel costs, sales commissions, facility expenses, advertising costs, and other related overheads.

General and administrative

General and administrative expenses consist primarily of salaries and related personnel costs, facility expenses and related overheads, accounting, legal and other professional fees, ~~bad~~allowance ~~debt~~for ~~provision~~credit losses, and stock-based compensation expenses.

Product development

Product development includes the creation of Informa TechTarget's network of websites and data analytics framework, ~~advertiser offerings and technical infrastructure that do not meet the criteria for capitalization.~~

~~Acquisition and integration costs~~49

~~Acquisition-related~~Table ~~costs that are not part~~ of purchase consideration are expensed as incurred. These costs typically include finder’s fees, legal, accounting, and other professional costs. Integration-related costs represent costs that relate directly to combining Informa TechTarget and its acquired businesses and are expensed as incurred. Integration-related costs typically include strategic consulting services, employee-related costs, such as retention and severance, costs to integrate IT infrastructure, enterprise planning systems, processes, and other non-recurring integration-related costs.Contents

advertiser offerings and technical infrastructure that do not meet the criteria for capitalization.

Depreciation

Depreciation expense consists of the depreciation of property and equipment. Depreciation is calculated using the straight-line method over their estimated useful lives, ranging from three to five years.

Amortization

Amortization expense consists of the amortization of intangible assets. Intangible assets are amortized based on using methods that are expected to reflect the estimated pattern of economic use or a straight-line basis over the estimated useful lives of the underlying assets.

Impairment of long-lived assets and goodwill

Impairment of long-lived assets and goodwill primarily relates to lease impairment and goodwill ~~impairment~~impairments inacross ~~one~~the reporting units of the Company as the carrying amount exceeded the fair value.

52Restructuring costs

~~Table~~Restructuring costs primarily relate to the Restructuring Plan designed to reshape, optimize, and support the Company’s financial and operational efficiency. The plan involves streamlining certain areas and functions and reinvesting in others to improve the delivery of ~~Contents~~products and services to customers and enhance the Company’s global go-to-market capabilities.

~~reporting~~Acquisition ~~unit,~~and ~~Industry~~integration ~~Dive, as the carrying amount exceeded the fair value.~~costs

Acquisition-related costs that are not part of purchase consideration are expensed as incurred. These costs typically include finder’s fees, legal, accounting, and other professional costs. Integration-related costs represent costs that relate directly to combining Informa TechTarget and its acquired businesses and are expensed as incurred. Integration-related costs typically include strategic consulting services, employee-related costs, such as retention and severance, costs to integrate IT infrastructure, enterprise planning systems, processes, and other non-recurring integration-related costs.

Remeasurement of contingent consideration

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

Interest income

Interest income is primarily from related-party loans, by reference to the principal outstanding and at the effective interest rate applicable, and also from cash and cash equivalents. All related party loans were settled as of the close of the Transaction.

Related party interest expense

Related party interest expense consists of interest on related-party loans at the effective interest rate applicable and the Credit Facility. The interest rate on the Credit Facility is variable.

Other income (expense), net

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

Income tax benefit (expense)

Income tax benefit (expense) reflects income earned and taxed, in jurisdictions in which Informa TechTarget conducts business, which mainly include the United Kingdom and United States federal and state income taxes.

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Results of Operations

The following table sets forth a summary of certain key financial information for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023:

	For the Years Ended December 31,									Percent Change
	2024			2023			2022			2024 vs 2023			2023 vs 2022
	2025			2024			2023			2025 vs 2024			2024 vs 2023
				As Restated			As Restated
Revenues:	$	486,791		$	284,897		$	252,101			71	%		13	%
Revenues:	$	284,897		$	252,101		$	197,094			13	%		28	%
Total cost of revenues		(193,529	)		(107,256	)		(98,826	)		80	%		9	%
Total cost of revenues		(107,256	)		(98,826	)		(72,308	)		9	%		37	%
Gross profit		293,262			177,641			153,275			65	%		16	%
Gross profit		177,641			153,275			124,786			16	%		23	%
Operating expenses:
Selling and marketing		62139,~~593~~323			5562,~~300~~593			3855,~~828~~300			13123	%		4213	%
General and administrative		7983,~~029~~086			6679,~~888~~029			4866,~~982~~888			185	%		3718	%
Product development		1110,~~420~~837			11,~~060~~420			711,~~944~~060			3-5	%		393	%
Depreciation		12,~~614~~379			~~895~~1,614			~~620~~895			8047	%		4480	%
Amortization, excluding amortization included in cost of revenues		4889,~~018~~845			4248,~~152~~018			2142,~~545~~152			1487	%		9614	%
Impairment of goodwill		66931,~~235~~500			~~139~~66,~~645~~235			—139,645			~~-53~~1306	%	n.m.
Impairment of long-lived assets		~~2,019~~—			~~577~~2,019			~~178~~577			~~250~~-100	%		~~224~~250	%
Acquisition and integration costs		48,258			6,069			9,789			695	%		-38	%
Restructuring costs		14,655			—			—		n.m.			n.m.
Remeasurement of contingent consideration		(22,436	)		(123,944	)		8,000			-82	%		-1649	%
Acquisition and integration costs		46,564			48,258			6,069			-4	%		695	%
Total operating expenses		296,750			198,642			135,886			49	%		46	%
Remeasurement of contingent consideration		925			(22,436	)		(123,944	)		-104	%		-82	%
Operating income (loss)		(119,109	)		(45,367	)		(11,100	)		163	%		309	%
Total operating expenses		1,319,114			296,750			198,642			345	%		49	%
Interest expense on related party loans		(17,740	)		(24,649	)		(10,760	)		-28	%		129	%
Operating income loss		(1,025,852	)		(119,109	)		(45,367	)		761	%		163	%
Interest income		4,138			3,487			521			19	%		569	%
Interest expense on related party loans		(9,280	)		(17,740	)		(24,649	)		-48	%		-28	%
Other income (expense), net		3,313			(875	)		197			-479	%		-544	%
Interest income		936			4,138			3,487			-77	%		19	%
Income (loss) before provision for income taxes		(129,398	)		(67,404	)		(21,142	)		92	%		219	%
Other income (expense), net		(7,533	)		3,313			(875	)		-327	%		-479	%
Income tax benefit (expense)		12,535			9,627			16,857			30	%		-43	%
Loss before provision for income taxes		(1,041,729	)		(129,398	)		(67,404	)		705	%		92	%
Net income (loss)	$	(116,863	)	$	(57,777	)	$	(4,285	)		102	%		1248	%
Income tax benefit		33,423			12,535			9,627			167	%		30	%
Net loss	$	(1,008,306	)	$	(116,863	)	$	(57,777	)		763	%		102	%

Informa TechTarget restated its financial statements as of December 31, 2023 and for the years ended December 31, 2023 and 2022. The amounts in the “As Restated” columns are the updated amounts including the impacts of the errors identified. The restatement is described fully in Note 1. Business overview and basis of presentation in the consolidated financial statements included under Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.51

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Comparison of Fiscal Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

Revenues

	For the Years Ended December 31,
	2024		2023		Increase		PercentChange
	2025		2024		Increase		PercentChange
			As Restated
Marketing, advertising services, and sponsorship	$	355,817	$	173,912	$	181,905		105	%
Marketing, advertising services, and sponsorship	$	173,912	$	153,499	$	20,413		13	%
Intelligence subscription services		76,993		75,083		1,910		3	%
Intelligence subscription services		75,083		66,689		8,394		13	%
Advisory services		52,392		34,644		17,748		51	%
Advisory services		34,644		30,710		3,934		13	%
Exhibitor and attendee		1,589		1,258		331		26	%
Exhibitor and attendee		1,258		1,203		55		5	%
Total revenues	$	486,791	$	284,897	$	201,894		71	%
Total revenues	$	284,897	$	252,101	$	32,796		13	%

Revenue for the fiscal year ended December 31, ~~2024~~2025 (“fiscal ~~2024~~2025”) was $~~284~~486.98 million, an increase of $32201.89 million, or 1371%, compared to the fiscal year ended December 31, ~~2023~~2024 (“fiscal ~~2023~~2024”). The inclusion of a full year of ~~Canalys~~Former ~~results~~TechTarget, following its acquisition in ~~September~~December ~~2023~~2024, increased ~~revenues~~marketing, ~~for~~advertising ~~Intelligence~~services, ~~subscription~~and ~~services~~sponsorship revenues by $6158.29 million and ~~Advisory~~increased advisory services revenue by $215.07 million infor fiscal ~~2024~~2025. ~~The~~Marketing, ~~acquisition~~advertising ofservices, ~~Former~~and ~~TechTarget~~sponsorship inrevenues ~~December~~also ~~2024~~increased ~~provided~~ $2223.90 million indue ~~revenues,~~to ~~primarily~~higher indemand ~~marketing,~~from ~~advertising~~returning ~~services~~customers ~~and sponsorship. All other revenue streams performed consistent~~ compared to ~~fiscal~~the ~~2023~~prior year.

Cost of Revenues

	For the Years Ended December 31,
	2024		2023		Increase		PercentChange
	2025		2024		Increase		PercentChange
Cost of revenues	$	~~107~~193,~~256~~529	$	98107,~~826~~256	$	886,~~430~~273		980	%

Cost of revenues for fiscal ~~2024~~2025 was $~~107~~193.35 million, an increase of $886.43 million, or 980%, compared to fiscal ~~2023~~2024. The ~~increase~~inclusion isof ~~largely~~a ~~driven~~full byyear ~~the acquisition~~ of Former TechTarget ~~in December 2024~~, ~~which~~following ~~contributed~~its ~~$5.0~~acquisition ~~million~~ in ~~labor~~December ~~and~~2024, ~~contracted~~increased ~~costs.~~cost ~~Payroll~~of ~~related~~revenues ~~costs~~by ~~increased~~ $466.43 million infor fiscal ~~2024,~~2025. ~~including~~The remaining $120.60 million ~~due to a full year of Canalys results following its acquisition in September 2023. The~~ increase was ~~partially~~primarily ~~offset~~driven by aincreased ~~$1.8~~labor ~~million decrease in web~~ and ~~data~~related ~~based~~ costs due to aour ~~decrease~~heightened infocus ~~costs~~on ~~related~~delivering our services to ~~marketing,~~our ~~advertising~~customers ~~services~~as ~~and~~part ~~sponsorship~~of ~~revenue~~our ~~stream~~integration.

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Operating Expenses and Other

	For the Years Ended December 31,
	2024			2023			Increase/(Decrease)			PercentChange
	2025			2024			Increase/(Decrease)			PercentChange
				As Restated
Operating expenses:
Selling and marketing	$	62139,~~593~~323		$	5562,~~300~~593		$	776,~~293~~730			13123	%
General and administrative		7983,~~029~~086			6679,~~888~~029			124,~~141~~057			185	%
Product development		1110,~~420~~837			11,~~060~~420			~~360~~(583	)		3-5	%
Depreciation		12,~~614~~379			~~895~~1,614			~~719~~765			8047	%
Amortization, excluding amortization included in cost of revenues		4889,~~018~~845			4248,~~152~~018			541,~~866~~827			1487	%
Impairment of goodwill		66931,~~235~~500			~~139~~66,~~645~~235			~~(73~~865,~~410~~265	)		~~-53~~1306	%
Impairment of long-lived assets		~~2,019~~—			~~577~~2,019			1(2,~~442~~019	)		~~250~~-100	%
Acquisition and integration costs		48,258			6,069			42,189			695	%
Restructuring costs		14,655			—			14,655		n.m.
Remeasurement of contingent consideration		(22,436	)		(123,944	)		101,508			-82	%
Acquisition and integration costs		46,564			48,258			(1,694	)		-4	%
Total operating expenses	$	296,750		$	198,642		$	98,108			49	%
Remeasurement of contingent consideration		925			(22,436	)		23,361			-104	%
Interest expense on related party loans		(17,740	)		(24,649	)		6,909			-28	%
Total operating expenses	$	1,319,114		$	296,750		$	1,022,364			345	%
Interest income		4,138			3,487			651			19	%
Interest expense on related party loans		(9,280	)		(17,740	)		8,460			-48	%
Other income (expense), net		3,313			(875	)		4,188			479	%
Interest income		936			4,138			(3,202	)		-77	%
Income tax benefit (expense)	$	12,535		$	9,627		$	2,908			30	%
Other income (expense), net		(7,533	)		3,313			(10,846	)		327	%
Income tax benefit		33,423			12,535			20,888			167	%

Selling and Marketing. Selling and marketing costs increased by $776.37 million, or 13123%, in fiscal ~~2024~~2025 compared to fiscal ~~2023,~~2024. ~~primarily~~The ~~due~~inclusion toof ~~the~~a ~~acquisition~~full year of Former TechTarget, following its acquisition in December 2024, ~~which~~ contributed $668.45 million in costs. The remaining $8.2 million increase was primarily driven by our increased labor and related costs. ~~Other~~due ~~payroll~~to ~~related~~our ~~costs~~heightened ~~increased~~focus ~~slightly~~on ~~during~~selling ~~fiscal~~and ~~2024~~marketing our services to our customers as part of our integration.

General and Administrative. General and administrative costs increased by $124.1 million, or 185%, in fiscal ~~2024~~2025 compared to fiscal ~~2023,~~2024. ~~primarily~~The ~~due~~inclusion toof ~~the~~a ~~acquisition~~full year of Former TechTarget, following its acquisition in December 2024, ~~which~~ contributed $1035.56 million ofin ~~audit/tax preparation fees~~costs. ~~The~~This ~~inclusion~~was ofoffset by a ~~full~~reduction ~~year~~in costs of ~~Canalys~~$31.5 ~~results~~million ~~following~~due ~~its~~to ~~acquisition~~a decrease in ~~September~~focus ~~2023~~on ~~contributed~~general ~~$0.8~~and ~~million,~~administrative (primarily in labor and related costs) and an increase in focus on cost of revenues and selling and marketing.

Product Development. Product development costs ~~increased~~decreased by $0.46 million, or 35%, in fiscal ~~2024~~2025 compared to fiscal ~~2023,~~2024. ~~primarily~~While ~~due to~~ the acquisition of Former TechTarget in December 2024 ~~which~~resulted ~~contributed~~in ~~$0.8~~a ~~million~~full-year ininclusion ~~labor~~of ~~and~~costs ~~related~~that ~~costs~~added $5. ~~This~~8 million, this was more than offset by a decrease in labor and related ~~costs~~expenses and by ~~$0.6~~higher ~~million~~staff ~~due~~cost ~~to efficiencies gained through business combinations in prior years~~capitalization.

Depreciation. Depreciation expense increased $0.78 million, or 8047%, in fiscal ~~2024~~2025 compared to fiscal ~~2023~~2024, due to the ~~investment in office space across the Asia Pacific region in the fourth quarter of fiscal 2023. The~~ acquisition of Former TechTarget in December 2024 ~~did not have a material impact on the balance~~.

Amortization. Amortization expense increased $541.98 million, or 1487%, in fiscal ~~2024~~2025 compared to fiscal ~~2023~~2024, primarily due to the ~~amortization~~increased amount of ~~acquired~~ intangible assets ~~of Canalys following its acquisition in September 2023,~~ as ~~well~~a asresult ~~changes in foreign exchange rates, specifically U.S. dollars (“USD”) versus Great British Pounds (“GBP”). The acquisition~~ of ~~Former~~the ~~TechTarget in December 2024 also contributed $3~~Merger.~~8 million in amortization expenses.~~

Impairment of Goodwill. As a result of the impairment analysis induring fiscal ~~2024~~2025, an impairment charge of $66931.25 million was ~~recognized~~recorded relating to the Canalys, Industry Dive, ~~reporting~~NetLine, ~~unit.~~Bluefin ~~After~~Legacy aand ~~quantitative~~legacy ~~impairment~~TechTarget ~~analysis for the Industry Dive~~ reporting ~~unit~~units infor fiscal ~~2023, an impairment charge of $139~~2025.6 ~~million was recognized.~~ Please refer to Note 6. Goodwill and intangible assets and Note 17. Subsequent events to the consolidated financial statements included under Part II, Item 8 of this Annual Report on Form 10-K for further discussion of the goodwill impairment analysis.

Impairment of Long-Lived Assets. Impairment expense ~~increased~~decreased $12.40 million, or ~~250~~100%, in fiscal ~~2024~~2025 compared to fiscal ~~2023~~2024, due to the exit from an associated impairment of Industry Dive’s Washington, DC office in March 2024.

~~Acquisition~~Restructuring ~~and Integration Costs~~costs. ~~Acquisition~~Restructuring ~~and~~costs ~~integration~~were ~~expense increased~~ $4214.27 million, orfor ~~695%, in~~ fiscal ~~2024~~2025 compared to ~~fiscal 2023, primarily due to~~ $~~39.7~~0 ~~million~~for ~~of acquisition costs incurred in~~ fiscal 2024, ~~relating~~due to the ~~Transaction,~~Restructuring ~~including~~Plan ~~legal,~~to ~~other~~improve ~~professional~~operational ~~accounting~~efficiency and ~~advisory~~reduce costs. ~~The~~implemented ~~remaining movement reflects the increase~~ in ~~integration~~August 2025.

56Acquisition and Integration Costs. Acquisition and integration costs decreased $1.7 million, or 4%, in fiscal 2025 compared to fiscal 2024. As a result of the Transaction, Former Tech Target contributed $21.8 million of costs related to establishing the new brand, streamlining systems and processes, and other integration matters. This was offset by a $23.5 million decrease due to a decrease in professional fees compared to 2024 associated with the Transaction. A majority of those 2024 Transaction costs related to legal, other professional accounting, and advisory costs.

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~~costs~~Remeasurement of Contingent Consideration. In fiscal 2025, the contingent consideration remeasurement loss was $20.89 million ~~related~~due to changes in forecasted revenue estimates surrounding the ~~Transaction~~Tech Research Pty Ltd and $1Tech Research Asia (collectively “TRA”) acquisition.1 ~~million~~Management’s ~~related~~expectations tofor the ~~previous~~future ~~acquisitions~~financial performance of ~~Canalys~~TRA ~~and~~have ~~NetLine,~~increased ~~partially~~which ~~offset~~resulted byin a ~~decrease~~change into ~~integration~~the ~~costs~~estimated fair value of the contingent consideration liability. In fiscal 2024, the contingent consideration remeasurement gain was $022.4 million. ~~related~~In fiscal 2024, the contingent consideration remeasurement gain was attributable to the ~~acquisition~~renegotiation of the Industry Dive contingent consideration payment, in which the parties agreed to fix the consideration upon the completion of the Transaction. The contingent consideration related to the Industry Dive acquisition was assumed by the Parent on the close of the Transactions and subsequently was settled by Parent resulting in no further adjustments recorded.

~~Remeasurement~~Interest ofexpense ~~Contingent~~on ~~Consideration.~~related Inparty ~~fiscal~~loans. ~~2024,~~Interest ~~the~~expense ~~contingent~~on ~~consideration~~related ~~remeasurement~~party ~~gain~~loans ~~was~~decreased $228.45 million., Inor ~~fiscal 2024 the contingent consideration remeasurement gain was attributable to the renegotiation of the Industry Dive contingent consideration payment~~48%, in ~~which~~fiscal ~~the~~2025 ~~parties~~compared ~~agreed~~ to ~~fix~~fiscal ~~the~~2024. ~~consideration~~Interest ~~upon~~expense ~~the~~in ~~completion~~fiscal of2025 ~~the~~totaled ~~Transaction~~$9.3 ~~The~~million ~~contingent~~and ~~consideration~~primarily ~~related~~relates to the ~~Industry~~unsecured ~~Dive~~five-year ~~acquisition~~revolving ~~was~~Credit ~~assumed~~Facility byprovided ~~the~~to ~~Parent~~Informa onTechTarget ~~the close of the Transactions and subsequently was settled~~ by ~~Parent~~Informa ~~resulting~~Group inHoldings ~~no further adjustments recorded~~limited. ~~Contingent~~Interest ~~consideration~~expense ~~remeasurement~~ in fiscal ~~2023~~2024 ~~was~~primarily arelated ~~gain of $123.9 million due~~ to a ~~revision~~related toparty ~~forecasts~~loan used to ~~reflect~~fund ~~challenging~~the ~~macro-economic~~acquisition ~~conditions,~~of ~~which~~Industry ~~impacted~~Dive ~~demand~~in ~~for~~fiscal ~~core email and website sponsorship/advertising products~~2022, aswhich ~~technology~~was ~~companies~~settled ~~cut~~in ~~back~~August ~~on investment~~2024.

Interest ~~expense on related party loans~~Income. Interest ~~expense~~income ~~on related party loans~~ decreased $63.92 million, or 28-77%, in fiscal ~~2024~~2025 compared to fiscal ~~2023.~~2024, ~~Interest expense in both periods~~ primarily ~~related~~due to adecreased ~~related~~cash ~~party~~balances ~~loan~~in ~~used to fund~~ the ~~acquisition~~current ~~of Industry Dive in fiscal 2022, which was settled in August 2024, resulting in lower interest expense in fiscal 2024 compared to fiscal 2023~~year.

~~Interest~~Other ~~Income~~expense. ~~Interest~~Other ~~income~~expense increased by $010.78 million, or 19327%, in fiscal ~~2024~~2025 compared to fiscal ~~2023~~2024, ~~primarily~~ due to ~~the~~unrealized ~~acquisition~~losses ofon ~~Former~~intercompany ~~TechTarget~~balances ~~which~~denominated ~~contributed~~in $1foreign currencies.1 ~~million~~For fiscal 2025, ~~partially~~intercompany ~~offset~~balances bydenominated ain ~~$0.4~~foreign ~~million~~currencies ~~decrease~~resulted in ~~interest~~unrealized ~~received~~losses ontotaling ~~lower~~$8.4 ~~average~~million ~~outstanding~~compared ~~balances~~to of$5.3 ~~related~~million ~~party~~of ~~loans~~unrealized gains in fiscal 2024 ~~compared to fiscal 2023~~.

~~Other~~Provision for Income ~~(expense)~~Taxes. ~~Other~~Income ~~income~~tax ~~(expense)~~benefit ~~increased~~for byfiscal 2025 was $433.24 million, oran ~~479%,~~increase of $20.9 million compared to the income tax benefit of $12.5 million in fiscal 2024. ~~compared~~The toeffective tax rate was 3.2% and 9.7% for fiscal ~~2023,~~2025 ~~primarily~~and ~~due~~fiscal to2024, arespectively. ~~gain~~In on2025, the ~~mark~~effective totax ~~market~~rate ~~revaluation~~was ofprimarily ~~convertible~~driven ~~notes~~by non-deductible goodwill impairment and geographic mix of $2earnings.1 ~~million~~In ~~and~~2024, ~~realized~~the ~~and~~effective ~~unrealized~~tax ~~gains~~rate ~~from~~was ~~settling~~primarily ~~intercompany~~driven ~~balances~~by ~~denominated~~non-deductible ingoodwill ~~foreign~~impairment, ~~currencies~~non-deductible ~~due~~acquisition tocosts, ~~the~~and ~~Transaction~~non-taxable contingent consideration.

~~Provision~~Comparison ~~for Income Taxes. Income tax benefit for fiscal 2024 was $12.5 million, an increase~~ of ~~$2.9~~Fiscal ~~million~~Years ~~compared~~Ended toDecember ~~the income tax benefit of $9.6 million in fiscal 2023. The effective tax rate was 9.7% and 14.3% for the years ended 2024 and 2023~~31, ~~respectively. In~~ 2024 ~~the effective tax rate was primarily driven by non-deductible goodwill impairment, non-deductible acquisition costs,~~ and ~~non-taxable contingent consideration. In~~ 2023~~, the effective tax rate was primarily driven by non-taxable contingent consideration, non-deductible goodwill impairment, and change in valuation allowance.~~

~~Comparison~~Discussion and analysis of ~~Fiscal~~the ~~Years~~results ~~Ended~~of operations for fiscal 2024 as compared to the results of options for fiscal year ended December 31, 2023 (“fiscal 2023”), is included under the heading “Item 7. Management’s Discussion and ~~2022~~Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 as filed with the SEC on May 28, 2025.

Revenues

	For the Years Ended December 31,
	2023		2022		Increase		PercentChange
	As Restated		As Restated
Marketing, advertising services, and sponsorship	$	153,499	$	101,770	$	51,729		51	%
Intelligence subscription services		66,689		65,494		1,195		2	%
Advisory services		30,710		29,376		1,334		5	%
Exhibitor and attendee		1,203		454		749		165	%
Total revenues	$	252,101	$	197,094	$	55,007		28	%

Revenue for fiscal 2023 was $252.1 million, an increase of $55.0 million, or 28%, compared to the fiscal year ended December 31, 2022 (“fiscal 2022”). The inclusion of full year results of Industry Dive following its acquisition in September 2022 increased Marketing, advertising services and sponsorship revenues by $54 million, primarily driven by an increase to subscribers in publications in 2023 from the IIRIS platform. Other than the impact of Industry Dive, Marketing, advertising services and sponsorship revenues declined due to a reduction in investment by technology companies in the period. Other revenues contributed positively as Intelligence subscription services, Advisory services, and Exhibitor and attendee revenues benefited from the acquisition of Canalys in September 2023 which provided $12 million.

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Cost of Revenues

	For the Years Ended December 31,
	2023		2022		Increase		PercentChange
Cost of revenues	$	98,826	$	72,308	$	26,518		37	%

Cost of revenues for fiscal 2023 was $98.8 million, an increase of $26.5 million, or 37%, compared to fiscal 2022. The inclusion of full year results for Industry Dive and the acquisition of Canalys resulted in an increase of $29 million to cost of revenues, which was slightly offset by a reduction of $2 million from employee cost saving measures implemented to mitigate the impact of lower revenues, as technology companies cut back on investment.

Operating Expenses and Other

	For the Years Ended December 31,
	2023			2022			Increase/(Decrease)			PercentChange
	As Restated			As Restated
Operating expenses:
Selling and marketing		55,300		$	38,828		$	16,472			42	%
General and administrative		66,888			48,982			17,906			37	%
Product development		11,060			7,944			3,116			39	%
Depreciation		895			620			275			44	%
Amortization, excluding amortization included in cost of revenues		42,152			21,545			20,607			96	%
Impairment of goodwill		139,645			-			139,645		n.m.
Impairment of long-lived assets		577			178			399			224	%
Acquisition and integration costs		6,069			9,789			(3,720	)		-38	%
Remeasurement of contingent consideration		(123,944	)		8,000			(131,944	)		-1649	%
Total operating expenses	$	198,642		$	135,886		$	62,756			46	%
Interest expense on related party loans		(24,649	)		(10,760	)		(13,889	)		129	%
Interest income		3,487			521			2,966			569	%
Other income (expense), net		(875	)		197			(1,072	)		-544	%
Income tax benefit (expense)	$	9,627		$	16,857		$	(7,230	)		-43	%

Selling and marketing. Selling and marketing expenses for fiscal 2023 increased $16.5 million, or 42%, compared to fiscal 2022. The increase was primarily due to the inclusion of full year results for Industry Dive and the acquisition of Canalys, which contributed $14 million, and an increase of $3 million due to an increase in the Company's full-time employees to support future growth plans.

General and administrative. General and administrative expenses for fiscal 2023 increased $17.9 million, or 37%, compared to fiscal 2022. The increase was primarily due to the inclusion of a full year results for Industry Dive and the acquisition of Canalys, which contributed $18 million. Further, there was an increase in corporate expenses charged to support Informa TechTarget.

Product development. Product development expenses for fiscal 2023 increased $3.1 million, or 39%, compared to fiscal 2022. This was primarily due to a full year of Industry Dive product maintenance, which accounted for $2 million of the increase.

Depreciation. Depreciation expense for fiscal 2023 increased $0.3 million, or 44%, compared to fiscal 2022. The increase was due to higher building depreciation as a result of the acquisition of Industry Dive in September 2022.

Amortization. Amortization expense for fiscal 2023 increased $20.6 million, or 96%, compared to fiscal 2022. The increase was due to the amortization of acquired intangible assets of Canalys and full year amortization of acquired intangibles of Industry Dive. See Note 5. Business Combination to the consolidated financial statements included under Part II, Item 8 of this Annual Report on Form 10-K.

Impairment of Goodwill. Impairment of goodwill assets for fiscal 2023 was $139.6 million. The impairment was

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attributed to a reduction in the fair value of the Industry Dive Business reporting unit, following a revision to long-term forecasts to reflect the challenging macro-economic conditions, which impacted demand for its core email and website sponsorship/advertising products, as technology companies cut back on investment.

Impairment of Long-Lived Assets. Impairment of long-lived assets for fiscal 2023 increased $0.4 million, or 224%, compared to fiscal 2022. The increase was mainly due to the exit from and associated impairment of Industry Dive’s New York office after the completion of the acquisition of Industry Dive.

Acquisition and Integration Costs. Acquisition and integration costs for fiscal 2023 decreased $3.7 million, or 38%, compared to fiscal 2022. The reduction reflected the absence of acquisition and integration costs of $5.3 million relating to Industry Dive and NetLine, partially offset by acquisition costs of $1 million in fiscal 2023 relating to Canalys.

Remeasurement of Contingent Consideration. Remeasurement of contingent consideration for fiscal 2023 was a gain of $123.9 million, a change of $131.9 million compared to a loss of $8.0 million for fiscal 2022. The change was due to a revision to forecasts to reflect challenging macro- economic conditions, which impacted demand for its core email and website sponsorship/advertising products, as technology companies cut back on investment. This resulted in a lower fair value of the contingent consideration in fiscal 2023 as compared to fiscal 2022.

Interest expense on related party loans. Interest expense on related party loans for fiscal 2023 increased $13.9 million, or 129%, compared to fiscal 2022. The increase was due to a full year’s interest charge on a related party loan used to fund the acquisition of Industry Dive, $13 million.

Interest Income. Interest income for fiscal 2023 increased $3.0 million, or 569%, compared to fiscal 2022. The increase was primarily due to interest received on cash balances reflecting an increase in interest rates.

Other Income (Expense), net. Other income (expense), net for fiscal 2023 decreased $1.1 million, or 544%, from fiscal 2022 due to changes in foreign exchange rates, specifically USD versus GBP.

Income Tax Benefit. Income tax benefit for fiscal 2023 was $9.6 million, a decrease of $7.2 million compared to the income tax benefit of $16.9 million in fiscal 2022. The effective tax rate was 14.3% and 79.7% for the years ended December 31, 2023 and 2022, respectively. The change in the rate in fiscal 2023 as compared to fiscal 2022 was primarily due to an increase in remeasurement of contingent consideration, a decrease in acquisition costs and pre-tax book income. The effective tax rate differs from the statutory rate primarily due to remeasurement of contingent consideration.

Liquidity and Capital Resources

During ~~the~~fiscal ~~year ended December 31~~2025, ~~2024,~~ the Company incurred losses of $~~116~~1.90 ~~million~~billion driven mainly by non-cash charges for impairment of goodwill ~~and long-lived assets (offset in part by the remeasurement of contingent consideration) and certain non-recurring cash costs related to the Transactions~~. ~~Additionally,~~The ~~the~~ Company ~~utilized~~generated cash infrom operations of $6416.93 million. ~~The~~ ~~Company completed the Transactions on December 2, 2024.~~ The Company has a $250 million revolving line of credit with its Parent (the “Credit Facility”), of which $~~115~~143.3 million availability remains as of ~~May~~December 2831, 2025. The Company’s ability to comply with its covenants will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond the Company’s control. ~~In April 2025, the Company received a waiver from its Parent on the requirement to timely provide its annual financial statements.~~ See Note 9 to the consolidated financial statements included under Part II, Item 8 of this Annual Report on Form 10-K for further information regarding the Credit Facility. The Company believes it has sufficient cash on hand, positive working capital, and ~~availability~~ability to access additional cash under its Credit Facility to meet its business operating requirements, its capital expenditures and to comply with its debt covenants for at least the next twelve months as of the filing date of this Annual Report on Form 10-K.

Cash Flows

	For the Years Ended December 31,
	2024			2023			2022
	2025			2024			2023
				As Restated			As Restated
Net cash provided by (used in) operating activities	$	16,337		$	(64,854	)	$	(12,505	)
Net cash provided by (used in) operating activities	$	(64,854	)	$	(12,505	)	$	28,060
Net cash provided by (used in) investing activities	$	58,130		$	(79,363	)	$	(57,190	)
Net cash used in investing activities	$	(79,363	)	$	(57,190	)	$	(354,697	)
Net cash provided by (used in) financing activities	$	(311,008	)	$	409,633		$	73,428
Net cash provided by financing activities	$	409,633		$	73,428		$	330,315

Net cash provided by (used in) operating activities

Operating cash ~~outflow~~inflow for fiscal ~~2024~~2025 was $6416.93 million, a $5281.32 million increase compared to the operating cash outflow for fiscal 2024 of $64.9 million. The cash inflow in 2025 was primarily driven by increases in accounts payable of $10.2 million

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~~outflow for fiscal 2023, primarily due to an increase in net loss as adjusted for non-cash items, which were mainly impacted by (i) higher amortization due to the acquisition of Former TechTarget~~ and ~~including~~contract ~~the~~liabilities ~~full year~~ of ~~Canalys~~$4.5 ~~and (ii) the combined net impact of the impairment of goodwill and remeasurement of contingent consideration, both related to Industry Dive~~million. ~~With~~The ~~respect~~cash tooutflow ~~changes~~ in ~~operating~~2024 ~~assets and liabilities, the primary change~~ was primarily driven by a ~~decrease~~$29.0 tomillion ~~the~~decrease in related party payables ~~due to the timing of settlements, prepaid expenses and accounts receivables, and offset by accrued expenses~~.

Operating cash outflow for fiscal ~~2023~~2024 was $1264.59 million, a $4052.63 million ~~decrease~~increase compared to the operating cash ~~inflow~~outflow for fiscal ~~2022,~~2023 ~~primarily~~of ~~due~~$12.5 tomillion. aThe ~~decrease in net income as adjusted for non-~~cash ~~items,~~outflow ~~which~~in ~~were~~2024 ~~mainly~~was ~~impacted~~primarily driven by ~~(i)~~a ~~higher~~$29.0 ~~amortization~~million ~~due~~decrease toin ~~the acquisition of Canalys and including the full year of Industry Dive and (ii) the combined net impact of the impairment of goodwill and remeasurement of contingent consideration, both~~ related toparty ~~Industry Dive~~payables. ~~With~~The ~~respect~~cash tooutflow ~~changes~~ in ~~operating~~2023 ~~assets~~was ~~and~~primarily ~~liabilities,~~driven ~~related~~by ~~party~~a ~~payables~~$8.3 ~~decreased~~million ~~due~~decrease toin ~~the~~contract ~~timing of settlements.~~liabilities

Net cash provided by (used in) investing activities

Cash ~~outflows~~in-flows from investing activities were $7958.41 million in fiscal 2025, and outflows of $5779.24 million and $~~354~~57.72 million for fiscal 2024, ~~fiscal 2023~~ and fiscal ~~2022~~2023, respectively. The significant net inflow in fiscal 2025 reflected the sale of short-term investments of $76.8 million. The net outflow in fiscal 2024 is related to the acquisition of Former TechTarget for $72.3 million. The outflows in fiscal 2023 reflected the acquisition of Canalys, $47.8 million, as well as increased investment in property, plant and equipment, $2.6 million, and intangible assets, $6.8 million mainly relating to product development and internally generated software. ~~The outflow in fiscal 2022 was primarily driven by the acquisition of Industry Dive for $351.3 million.~~

Net cash ~~provided by~~ (used in) provided by financing activities

Cash flows ~~provided by (~~used in) financing activities were $~~409~~311.60 million in fiscal 2025, and cash flows provided by financing activities were $73409.46 million and $~~330~~73.34 million for fiscal 2024, and fiscal 2023, ~~and~~respectively. The outflows in fiscal ~~2022~~2025 were due to the repayment of convertible notes of $417.0 million, ~~respectively~~partially offset by net borrowings under our Credit Facility of $106.7 million. The ~~significant~~ inflows in fiscal 2024 were primarily due to net cash from net parent investment, of $38.3 million, to fund the acquisition of Former TechTarget for $350.0 million as well as $24.0 million in inflows from related parties as part of cash pooling arrangements. The ~~significant~~ inflows in fiscal 2023 were due to amounts received from related parties as part of cash pooling arrangements as well as net cash from net parent investment. The significant inflows in fiscal 2022, were also due to net cash from net parent investment as well as a new loan from Informa for $250.0 million at 8% to provide funding for the acquisition on Industry Dive and contingent consideration payments financed by Informa. This was partially offset by loans granted to Informa as part of cash pooling arrangements.

Off Balance Sheet Arrangements

As of December 31, ~~2024~~2025 and December 31, ~~2023~~2024, Informa TechTarget did not have any significant off-balance sheet arrangements.

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Market risk represents the risk of loss that may impact the Company's financial position due to adverse changes in financial market prices and rates. The Company's market risk exposure is primarily a result of fluctuations in foreign exchange rates and interest rates. The Company's do not hold or issue financial instruments for trading purposes.

Foreign Currency Exchange Risk

Informa TechTarget currently ~~have~~has subsidiaries in the United Kingdom, Hong Kong, China, Australia, Singapore, Germany and France. Approximately 3227% of the Company's revenues for the year ended December 31, ~~2024~~2025 were derived from customers with billing addresses outside of the United States ~~and the Company's foreign exchange gains/losses were not significant~~. Currently, the Company's largest foreign currency exposures are the euro and British pound. The Company performed a sensitivity analysis on the impact of foreign exchange fluctuations on the Company's operating income, based on Informa TechTarget's financial results for the year ended December 31, ~~2024~~2025. For the year ended December 31, ~~2024~~2025, the Company estimates that a 10% unfavorable movement in foreign currency exchange rates would have decreased operating income by $6.09 million assuming that all currencies moved in the same direction at the same time and a constant ratio of non-U.S. dollar denominated revenue and expenses to U.S. dollar denominated revenue and expenses. Since a portion of Informa TechTarget's revenue is deferred revenue that is recorded at different foreign currency exchange rates, the impact to revenue of a change in foreign currency exchange rates is recognized over time, and the impact to expenses is more immediate, as expenses are recognized at the current foreign currency exchange rate in effect at the time the expense is incurred. The Company currently believes the Company's exposure to foreign currency exchange rate fluctuations is financially immaterial and therefore has not entered into foreign currency hedging transactions.

The Company continues to review this issue and may consider hedging certain foreign exchange risks through the use of currency futures or options in the future. The volatility of exchange rates depends on many factors that The Company cannot forecast with reliable accuracy. Informa TechTarget's continued international expansion increases the Company's exposure to exchange rate fluctuations and as a result such fluctuations could have a significant impact on the Company's future results of operations.

Interest Rate Risk

At December 31, ~~2024~~2025, the Company had cash, cash equivalents and short-term investments totaling $~~353~~40.76 million. The cash, cash equivalents, and short-term investments were held for working capital purposes. Due to the short-term nature of these investments, the Company believes that it does not have any material exposure to changes in the fair value of Informa TechTarget's investment portfolio as a result of changes in interest rates. Declines in interest rates, however, would reduce future investment income.

We are exposed to market risk for changes in interest rates related to our Credit Facility, which provides for borrowing up to $250.0 million. Interest on the Credit Facility is calculated by reference to the SOFR, plus 2.5% per annum. Assuming that the amounts available under the Credit Facility were fully drawn, a 1% increase in interest rates would result in an increase in annual interest expense and a decrease in our cash flows of $2.5 million.

Inflation

If the Company’s costs were to become subject to significant inflationary pressures, the Company may not be able to fully offset such higher costs through price increases for services. The Company’s inability to do so could harm the Company’s business, financial condition or results of operations.

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Item 8. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID NO. 238)	6358
Report of Independent Registered Public Accounting Firm (PCAOB ID NO. 876)	6661
Consolidated Balance Sheets as of December 31, 2024 and 2023	67
Consolidated Balance Sheets as of December 31, 2025 and 2024	63
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023, and 2022	68
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024, and 2023	64
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024, 2023, and 2022	69
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025, 2024, and 2023	65
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022	70
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023	66
Notes to Consolidated Financial Statements	7167

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of TechTarget, Inc.

~~Opinion~~Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance ~~sheet~~sheets of TechTarget, Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of income (loss) and comprehensive income (loss), of stockholders’ equity and of cash flows for the ~~year~~years then ended, including the related notes (collectively referred to as the "consolidated financial statements"). InWe ~~our~~also ~~opinion,~~have audited the ~~consolidated~~Company's ~~financial~~internal ~~statements~~control ~~present~~over ~~fairly, in all material respects, the~~ financial ~~position~~reporting ~~of the Company~~ as of December 31, ~~2024~~2025, ~~and~~based ~~the~~on ~~results~~criteria ofestablished ~~its~~in ~~operations~~Internal ~~and~~Control ~~its~~- ~~cash~~Integrated ~~flows~~Framework ~~for~~(2013) ~~the~~issued ~~year~~by ~~then~~the ~~ended~~Committee inof ~~conformity~~Sponsoring ~~with~~Organizations ~~accounting~~of ~~principles generally accepted in~~ the ~~United~~Treadway ~~States~~Commission ~~of America~~(COSO).

~~Restatement~~In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and ~~Adjustments~~2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because material weaknesses in internal control over financial reporting existed as of that date related to ~~Previously~~the ~~Issued~~Company ~~Financial~~not ~~Statements~~designing and maintaining (i) an effective control environment; (ii) effective controls in response to the risks of material misstatement; (iii) effective monitoring controls; (iv) effective controls over the period-end financial reporting process, including the classification of various accounts and the presentation and disclosure of items in the consolidated financial statements; (v) effective controls to analyze, account for and disclose non-routine, unusual or complex transactions, including acquisition transactions and asset impairments; (vi) formal accounting policies, procedures, and controls, including controls over the preparation and review of account reconciliations and journal entries, and control activities related to all significant accounts and disclosures, including controls to validate reliability of system-generated information used in the controls; and (vii) effective controls over information technology (“IT”) general controls for information systems that are relevant to the preparation of the consolidated financial statements, including program change management, user access, computer operations, and program development.

WeA ~~also~~material ~~have~~weakness ~~audited~~is ~~the~~a ~~adjustments~~deficiency, toor i)a ~~restate~~combination ~~the~~of ~~2023~~deficiencies, ~~and~~in ~~2022~~internal ~~consolidated~~control over financial ~~statements~~reporting, tosuch ~~correct~~that ~~errors~~there asis ~~described~~a inreasonable ~~Note~~possibility 1;that ~~ii)~~a ~~retrospectively~~material ~~apply~~misstatement of the ~~change~~annual inor ~~accounting~~interim ~~for~~financial ~~segments~~statements aswill ~~described~~not inbe ~~Note~~prevented ~~15;~~or ~~iii)~~detected ~~disclose~~on ~~the~~a ~~net~~timely ~~income~~basis. ~~(loss)~~The ~~per~~material ~~share~~weaknesses ~~information~~referred asto above are described in ~~Note~~Management’s 2;report ~~and~~on ~~iv) retrospectively reflect the~~ internal ~~restructuring~~control ~~and~~over ~~consolidation~~financial ofreporting ~~the~~appearing ~~Accounting~~under ~~Predecessor~~Item in9A. ~~the~~We ~~2023~~considered ~~and~~these ~~2022~~material ~~financial~~weaknesses ~~statements as described~~ in ~~Note~~determining 1.the Innature, ~~our opinion~~timing, ~~such adjustments are appropriate~~ and ~~have~~extent ~~been~~of ~~properly~~audit tests applied. Wein ~~were~~our ~~not engaged to~~ audit, ~~review~~of ~~or apply any procedures to~~ the ~~2023~~2025 ~~or 2022~~ consolidated financial statements, ofand ~~the~~our ~~Company~~opinion ~~other~~regarding ~~than~~the ~~with~~effectiveness ~~respect~~of to the ~~adjustments~~Company’s ~~and,~~internal ~~accordingly,~~control weover dofinancial reporting does not ~~express~~affect anour opinion ~~or any other form of assurance~~ on ~~the~~those ~~2023 or 2022~~ consolidated financial statements ~~taken as a whole~~.

~~Basis~~We also have audited the adjustments to (i) restate the 2023 consolidated financial statements to correct errors as described in Note 1 (not presented herein) to the consolidated financial statements appearing under Item 8 of the Company’s 2024 Annual Report on Form 10-K; (ii) retrospectively apply the change in accounting for ~~Opinion~~segments as described in Note 15 (not presented herein) to the consolidated financial statements appearing under Item 8 of the Company’s 2024 Annual Report on Form 10-K; (iii) disclose the net income (loss) per share information as described in Note 2; and (iv) retrospectively reflect the internal restructuring and consolidation of the Accounting Predecessor in the 2023 financial statements as described in Note 1. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review or apply any procedures to the 2023 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2023 consolidated financial statements taken as a whole.

~~These~~Basis ~~consolidated~~for financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Opinions

WeThe ~~conducted~~Company's ~~our~~management ~~audit~~is ofresponsible for these consolidated financial statements, infor ~~accordance~~maintaining ~~with~~effective ~~the~~internal ~~standards~~control over financial reporting, and for its assessment of the ~~PCAOB.~~effectiveness ~~Those~~of ~~standards~~internal ~~require~~control ~~that~~over wefinancial ~~plan~~reporting, ~~and~~included ~~perform~~in ~~the~~management's ~~audit~~report referred to ~~obtain~~above. ~~reasonable~~Our ~~assurance~~responsibility ~~about~~is ~~whether~~to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are ~~free~~a ofpublic ~~material~~accounting ~~misstatement,~~firm ~~whether~~registered ~~due~~with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to ~~error~~be orindependent ~~fraud~~with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~Our~~We ~~audit~~conducted ~~included~~our ~~performing~~audits ~~procedures~~in toaccordance ~~assess~~with the ~~risks~~standards of ~~material misstatement of~~ the ~~consolidated~~PCAOB. ~~financial~~Those ~~statements,~~standards ~~whether~~require ~~due~~that towe ~~error~~plan ~~or fraud,~~ and ~~performing~~perform ~~procedures~~the ~~that~~audits ~~respond~~ to ~~those~~obtain ~~risks.~~reasonable ~~Such~~assurance ~~procedures~~about ~~included~~whether ~~examining, on a test basis, evidence regarding~~ the ~~amounts and disclosures in the~~ consolidated financial statements. ~~Our~~are ~~audit~~free ~~also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation~~ of ~~the~~material ~~consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.~~

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misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit ~~matters~~matter communicated below ~~are~~is ~~matters~~a matter arising from the current period audit of the consolidated financial statements that ~~were~~was communicated or required to be communicated to the audit committee and that (i) ~~relate~~relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matters~~matter below, providing a separate ~~opinions~~opinion on the critical audit ~~matters~~matter or on the accounts or disclosures to which ~~they~~it ~~relate~~relates.

~~Goodwill~~Interim ~~Impairment~~and ~~Assessment~~Annual –Goodwill ~~Industry~~Impairment ~~Dive Reporting Unit~~Assessments

As described in Notes 2 and 6 to the consolidated financial statements, the Company’s consolidated goodwill balance was $~~973~~45.46 million as of December 31, ~~2024~~2025, and the goodwill associated with the Canalys, Industry Dive, NetLine, Bluefin Legacy, and legacy TechTarget reporting ~~unit~~units ~~was~~were $~~186~~9.14 million, $25.7 million, $6.8 million, $3.7 million, and $0 million, respectively. Goodwill is tested for impairment at least annually, ~~during~~as ~~the~~of ~~fourth~~December ~~quarter,~~31 or when events and circumstances indicate an impairment may have occurred. In assessing goodwill for impairment, management may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. 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, management performs the quantitative goodwill impairment test, which compares the fair value of the reporting unit to its carrying value. Management identified a sustained decline in share price and other qualitative considerations, including the continued impact from the conditions in the macroeconomic environment, as an impairment trigger for all reporting units in each quarter of 2025, and accordingly, performed quantitative goodwill impairment assessments. During the year ended December 31, 2025, the Company recognized impairment charges related to its Canalys, Industry Dive, NetLine, Bluefin Legacy, and legacy TechTarget reporting units of $42.7 million, $243.4 million, $34.7 million, $174.1 million, and $436.7 million, respectively. Management estimates the fair value of the Company’s reporting units primarily using an income approach. Determination of fair value is based on significant assumptions and estimates, including projected cash flows, including forecasted revenue growth rates and EBITDA margin, discount rates, net working capital rates, long-term growth rates, tax rates, and capital expenditure rates.

63The principal considerations for our determination that performing procedures relating to the interim and annual goodwill impairment assessments is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the Company’s reporting units; (ii) a high degree of auditor judgment, subjectivity and effort in performing

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~~than~~procedures ~~its~~and ~~carrying~~evaluating ~~value,~~ management’s ~~performs~~significant ~~the~~assumptions ~~quantitative~~related ~~goodwill impairment test, which compares the fair value of the reporting unit~~ to ~~its carrying value. In conjunction with~~ the ~~annual~~forecasted ~~impairment~~revenue ~~analysis~~growth ~~performed~~rates onand ~~December~~EBITDA 31margins, ~~2024~~discount rates, ~~management~~long-term ~~identified~~growth arates, ~~sustained~~tax ~~decline~~rates, incapital ~~share~~expenditure ~~price~~rates, ~~into~~and ~~the~~net ~~fourth~~working ~~quarter~~capital ofrates; ~~2024 as an impairment trigger for all reporting units~~ and, ~~accordingly,~~(iii) ~~performed~~the aaudit ~~quantitative~~effort ~~goodwill~~involved ~~impairment assessment. Management estimates~~ the ~~fair~~use ~~value~~ of ~~the~~professionals ~~Company’s~~with ~~reporting~~specialized ~~units~~skill ~~primarily~~and ~~using an income approach~~knowledge. ~~The~~As ~~key~~described ~~assumptions used~~ in the ~~fair~~“Opinions ~~value~~on ~~calculation~~the ~~were~~Financial ~~forecasted~~Statements ~~revenue growth rate~~ and ~~EBITDA~~Internal ~~margin,~~Control ~~discount~~over ~~rate,~~Financial ~~long-term~~Reporting” ~~growth rate~~section, ~~tax~~material ~~rate,~~weaknesses ~~capital~~were ~~expenditure~~identified ~~rate,~~that ~~and~~impacted ~~net~~this ~~working capital rate~~matter. ~~At December 31, 2024, management recognized $66.2 million of impairment related to the Industry Dive reporting unit.~~

~~The~~Addressing ~~principal~~the ~~considerations~~matter ~~for~~involved ~~our~~performing ~~determination~~procedures ~~that~~and ~~performing~~evaluating ~~procedures~~audit ~~relating~~evidence toin ~~the~~connection ~~goodwill~~with ~~impairment~~forming ~~assessment~~our ofoverall ~~the~~opinion ~~Industry~~on ~~Dive~~the ~~reporting~~consolidated ~~unit~~financial isstatements. aThese ~~critical~~procedures ~~audit~~included, ~~matter~~among ~~are~~others, (i) ~~the~~testing ~~significant judgment by~~ management’s ~~when~~process for developing the fair value ~~estimate~~estimates of the Company’s reporting ~~unit~~units; (ii) aevaluating ~~high~~the ~~degree~~appropriateness of ~~auditor~~the ~~judgment,~~income ~~subjectivity~~approach used by management; (iii) testing the completeness and ~~effort~~accuracy of underlying data used in ~~performing~~the ~~procedures~~income approach; and (iv) evaluating ~~management’s~~the reasonableness of the significant assumptions used by management related to the forecasted revenue growth ~~rate~~rates and EBITDA ~~margin~~margins, discount ~~rate~~rates, long-term growth ~~rate~~rates, tax ~~rate~~rates, capital expenditure ~~rate~~rates, and net working capital ~~rate~~rates. Evaluating management’s assumptions related to the forecasted revenue growth rates and EBITDA margins, tax rates, capital expenditure rates, and net working capital rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Company’s reporting units; (ii) the consistency with external market and industry data; and (iii) whether the ~~audit~~assumptions ~~effort~~were ~~involved~~consistent ~~the~~with ~~use~~evidence obtained in other areas of ~~professionals~~the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income approach and (ii) the reasonableness of the discount rate and long-term growth rate assumptions.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others, (i) testing management’s process for developing the fair value estimate of the Industry Dive reporting unit; (ii) evaluating the appropriateness of the income approach; (iii) testing the completeness and accuracy of underlying data used in the income approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the forecasted revenue growth rate and EBITDA margin, discount rate, long-term growth rate, tax rate, capital expenditure rate, and net working capital rate. Evaluating management’s assumptions related to the forecasted revenue growth rate and EBITDA margin, tax rate, capital expenditure rate, and net working capital rate involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income approach and (ii) the reasonableness of the discount rate and long-term growth rate assumptions.

Former TechTarget Merger – Valuation of Customer Relationships, Developed Technology, and Trade Names

As described in Notes 1 and 5 to the consolidated financial statements, on December 2, 2024, the merger of Informa Intrepid Holdings Inc. with Former TechTarget was completed for a total purchase price of $951.5 million. Of the acquired intangible assets, $395 million of customer relationships, $115 million of developed technology and $65 million of trade names were recorded. Customer relationships were valued using the multi-period excess earnings method and the significant assumptions used include the estimated annual net cash flows (including revenue growth rate, long-term growth rate, projected EBITDA margin, attrition rate, research and development addback, sales and marketing addback, tax rate, assumed benefit from research and development capitalization, economic life, and contributory asset charges), the discount rate, reflecting the risks inherent in the future cash flow stream and the tax amortization benefit. Developed technology and trade names were valued using the relief from royalty method and the significant assumptions used include the estimated annual net cash flows (including revenue growth rate, long-term growth rate, appropriate revenue attributable to the asset, royalty rate, tax rate, economic life and other factors such as developed technology related obsolescence rates), the discount rate, reflecting the risks inherent in the future cash flow stream and the tax amortization benefit.

The principal considerations for our determination that performing procedures relating to the valuation of customer relationships, developed technology, and trade names acquired in the Former TechTarget merger is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the customer relationships, completed technology and tradename intangible assets acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the revenue growth rate, long-term growth rate, projected EBITDA margin, attrition rate, research and development addback, sales and marketing addback, tax rate, assumed benefit from research and development capitalization, economic life, discount rate, tax amortization benefit, and contributory asset charges for customer relationships, the revenue growth rate, long-term growth rate, appropriate revenue attributable to the asset, royalty rate, tax rate, economic life, discount rate, and tax amortization benefit for developed technology and trade names, and the obsolescence rate for developed technology (collectively, the “aforementioned assumptions”); and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

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technology, and trade names; (iii) evaluating the appropriateness of the multi-period excess earnings and relief from royalty methods; (iv) testing the completeness and accuracy of data used in the multi-period excess earnings and relief from royalty methods; and (v) evaluating the reasonableness of the significant assumptions used by management related to the aforementioned assumptions. Evaluating management’s assumptions related to revenue growth rate, projected EBITDA margin, attrition rate, research and development addback, sales and marketing addback, tax rate, assumed benefit from research and development capitalization, tax amortization benefit, and contributory asset charges for customer relationships, and assumptions related to revenue growth rate, long-term growth rate, appropriate revenue attributable to the asset, tax rate, and tax amortization benefit for developed technology and trade names involved considering (i) the current and past performance of Former TechTarget; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period excess earnings and relief from royalty methods and (ii) long-term growth rate, discount rate, and economic life for customer relationships, long-term growth rate, royalty rate, discount rate, and economic life for developed technology and trade names, and obsolescence rate for developed technology assumptions.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

~~May~~March 2811, ~~2025~~2026

We have served as the Company’s auditor since 2024.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors of Informa PLC

Opinion on the Financial Statements

We have audited the combined ~~balance~~statements ~~sheet~~of income and comprehensive income (loss), of changes in equity and of cash flows of Informa Tech Digital Businesses of Informa PLC (the “Business” and the Accounting Predecessor to TechTarget, Inc.) ~~as of December 31, 2023, and the related combined statements of income and comprehensive income (loss), changes in equity and cash flows~~ for ~~each of~~ the ~~two~~year ~~years in the period~~ ended December 31, 2023, including the related notes (collectively referred to as the “combined financial statements”), before the effects of the adjustments i) for the correction of the errors as described in Note 1 (not presented herein) to TechTarget, Inc.’s consolidated financial statements appearing under Item 8 of TechTarget, Inc.’s 2024 annual report on Form 10-K; ii) to retrospectively apply the changes in accounting for segments as described in Note 15 (not presented herein) to TechTarget, Inc.’s consolidated financial statements appearing under Item 8 of TechTarget, Inc.’s 2024 annual report on Form 10-K; iii) to disclose the net income (loss) per share information for the year ended December 31, 2023 as described in Note 2; and iv) to retrospectively reflect the internal restructuring and consolidation of the Accounting Predecessor in the 2023 ~~and 2022~~ financial statements as described in Note 1.

In our opinion, except for the errors as described in Note 1 (not presented herein) to TechTarget, Inc.’s consolidated financial statements appearing under Item 8 of TechTarget, Inc.’s 2024 annual report on Form 10-K, the combined 2023 ~~and 2022~~ financial statements, before the effects of the adjustments to retrospectively apply the changes in accounting for segments as described in Note 15 (not presented herein) to TechTarget, Inc.’s consolidated financial statements appearing under Item 8 of TechTarget, Inc.’s 2024 annual report on Form 10-K, disclose the net income (loss) per share information for the year ended December 31, 2023 as described in Note 2, and retrospectively reflect the internal restructuring and consolidation of the Accounting Predecessor in the 2023 ~~and 2022~~ financial statements as described in Note 1, present fairly, in all material respects, the ~~financial position of the Business as of December 31, 2023, and the~~ results of ~~its~~ operations and ~~its~~ cash flows ~~for each~~ of the ~~two~~Business ~~years~~for in the ~~period~~year ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America (the 2023 ~~and 2022~~ financial statements before the effects of the adjustments discussed inabove ~~Notes 1, 2, and 15~~ are not presented herein).

We were not engaged to audit, review, or apply any procedures to the adjustments i) for the correction of the errors as described in Note 1 (not presented herein) to TechTarget, Inc.’s consolidated financial statements appearing under Item 8 of TechTarget, Inc.’s 2024 annual report on Form 10-K; ii) to retrospectively apply the changes in accounting for segments as described in Note 15 (not presented herein) to TechTarget, Inc.’s consolidated financial statements appearing under Item 8 of TechTarget, Inc.’s 2024 annual report on Form 10-K; iii) to disclose the net income (loss) per share information for the year ended December 31, 2023 as described in Note 2; and iv) to retrospectively reflect the internal restructuring and consolidation of the Accounting Predecessor in the 2023 ~~and 2022~~ financial statements as described in Note 1 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by other auditors.

Basis for Opinion

These combined financial statements are the responsibility of the Business' management. Our responsibility is to express an opinion on the Business’ combined financial statements, before the effects of the adjustments described above, based on our ~~audits~~audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Business in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~audit of these combined financial statements, before the effects of the adjustments described above, in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement, whether due to error or fraud.

Our ~~audits~~audit included performing procedures to assess the risks of material misstatement of the combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements. Our ~~audits~~audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that our ~~audits~~audit ~~provide~~provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

London, United Kingdom

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June 27, 2024, except for the effects of the restatement discussed in Note 1 (not presented herein) to the combined financial statements of Informa Tech Digital Businesses of Informa PLC appearing in Amendment No. 4 to Toro CombineCo, Inc.’s Registration Statement on Form S-4 (No. 333-280529) as filed on October 23, 2024, as to which the date is September 4, 2024

We served as the Business' auditor from 2024 to 2024.

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Consolidated Balance Sheets

(in thousands, except share and per share data)

	As of December 31,
	2024			2023
	2025			2024
				As Restated
Assets
Current assets:
Cash and cash equivalents	$	~~275~~40,~~983~~626		$	10275,~~789~~983
Short-term investments		~~77,705~~—			—77,705
Accounts receivable, net of allowance for credit losses of $907 and $1,540 respectively		79,039			39,836
Accounts receivable, net of allowance for credit losses of $1,168 and $907 respectively		83,819			79,039
Related party receivables		24,~~900~~019			32,~~236~~900
Related party loans receivable		—			105,334
Prepaid taxes		11,329			6,443
Prepaid taxes		6,443			—
Prepaid expenses and other current assets		15,592			13,547
Prepaid expenses and other current assets		13,547			7,224
Total current assets		155,385			455,617
Total current assets		455,617			166,419
Non-current assets:
Property and equipment, net		42,~~621~~299			34,~~229~~621
Goodwill		~~973~~45,~~398~~550			~~475~~973,~~814~~398
Intangible assets, net		~~808~~725,~~732~~525			~~276~~808,~~544~~732
Operating lease right-of-use assets		153,~~907~~178			515,~~173~~907
Deferred tax assets		53,~~097~~360			~~337~~5,097
Other non-current assets		32,~~115~~011			—3,115
Total non-current assets		1781,~~810,870~~923			~~761~~1,~~097~~810,870
Total assets	$	2937,~~266,487~~308		$	~~927~~2,~~516~~266,487
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1021,~~639~~160		$	510,~~050~~639
Related party payables		45,~~795~~671			324,~~493~~795
Contract liabilities		4450,~~825~~526			2744,~~153~~825
Operating lease liabilities		53,~~186~~112			25,~~664~~186
Accrued expenses and other current liabilities		2922,~~328~~572			629,~~013~~328
Accrued compensation expenses		1819,~~093~~037			1218,~~759~~093
Income taxes payable		64,~~701~~349			~~243~~6,701
Related party short-term debt		—			503,262
Convertible debt		—			415,690
Convertible debt		415,690			—
Contingent consideration		190			—
Contingent consideration		—			4,937
Total current liabilities		126,617			535,257
Total current liabilities		535,257			594,574
Non-current liabilities:
Operating lease liabilities		151,~~107~~426			315,~~010~~107
Other liabilities		46,~~913~~008			54,~~736~~913
Deferred tax liabilities		~~139~~100,~~356~~664			23139,~~095~~356
Related party long-term debt		—106,714			~~309,237~~—
Contingent consideration		—1,260			~~46,199~~—
Total non-current liabilities		~~159~~216,~~376~~072			~~387~~159,~~277~~376
Total liabilities	$	~~694~~342,~~633~~689		$	~~981~~694,~~851~~633
Commitments and contingencies (See Note 14)
Stockholders’ equity:
Net Parent investment (deficit)		—			(76,580	)
Common stock, $0.001 par value; 250,000,000 shares authorized; 72,308,235 shares issued and 72,291,454 shares outstanding at December 31, 2025; 71,460,169 shares issued and outstanding at December 31, 2024		72			71
Common stock, $0.001 par value; 250,000,000 shares authorized; 71,460,169 shares issued and outstanding at December 31, 2024		71			—
Treasury stock, at cost, 16,781 and 0 shares at December 31, 2025 and December 31, 2024, respectively		(689	)		—
Additional paid-in capital		1,~~626~~647,~~785~~840			—1,626,785
Retained earnings (accumulated deficit)		(75,937	)		—
Accumulated deficit		(1,084,243	)		(75,937	)
Accumulated other comprehensive income		2031,~~935~~639			2220,~~245~~935
Total stockholders’ equity (deficit)		1,571,854			(54,335	)
Total stockholders’ equity		594,619			1,571,854
Total liabilities and stockholders’ equity (deficit)	$	2,266,487		$	927,516
Total liabilities and stockholders’ equity	$	937,308		$	2,266,487

See accompanying Notes to Consolidated Financial Statements.

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

(in thousands, except share data)

	For the Years Ended December 31,
	2024			2023			2022
	2025			2024			2023
				As Restated			As Restated
Revenues1	$	486,791		$	284,897		$	252,101
Revenues1	$	284,897		$	252,101		$	197,094
Cost of revenues1,2		(193,529	)		(107,256	)		(98,826	)
Cost of revenues1,2		(107,256	)		(98,826	)		(72,308	)
Gross profit		293,262			177,641			153,275
Gross profit		177,641			153,275			124,786
Operating expenses:
Selling and marketing2		62139,~~593~~323			5562,~~300~~593			3855,~~828~~300
General and administrative1,2		7983,~~029~~086			6679,~~888~~029			4866,~~982~~888
Product development2		1110,~~420~~837			11,~~060~~420			711,~~944~~060
Depreciation		12,~~614~~379			~~895~~1,614			~~620~~895
Amortization, excluding amortization of $592, $51, $0 included in cost of revenues		48,018			42,152			21,545
Amortization, excluding amortization of $12,802, $592, $51 included in cost of revenues		89,845			48,018			42,152
Impairment of goodwill		66931,~~235~~500			~~139~~66,~~645~~235			—139,645
Impairment of long-lived assets		~~2,019~~-			~~577~~2,019			~~178~~577
Acquisition and integration costs1		48,258			6,069			9,789
Restructuring costs2		14,655			-			-
Remeasurement of contingent consideration		(22,436	)		(123,944	)		8,000
Acquisition and integration costs1		46,564			48,258			6,069
Total operating expenses		296,750			198,642			135,886
Remeasurement of contingent consideration		925			(22,436	)		(123,944	)
Operating loss		(119,109	)		(45,367	)		(11,100	)
Total operating expenses		1,319,114			296,750			198,642
Related party interest expense		(17,740	)		(24,649	)		(10,760	)
Operating loss		(1,025,852	)		(119,109	)		(45,367	)
Interest income1		4,138			3,487			521
Related party interest expense		(9,280	)		(17,740	)		(24,649	)
Other income (expense), net		3,313			(875	)		197
Interest income1		936			4,138			3,487
Loss before income tax benefit		(129,398	)		(67,404	)		(21,142	)
Other income (expense), net1		(7,533	)		3,313			(875	)
Income tax benefit		12,535			9,627			16,857
Loss before income tax benefit		(1,041,729	)		(129,398	)		(67,404	)
Net loss	$	(116,863	)	$	(57,777	)	$	(4,285	)
Income tax benefit		33,423			12,535			9,627
Net loss	$	(1,008,306	)	$	(116,863	)	$	(57,777	)
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)		(110,~~192~~704	)		(201,~~497~~192	)		42(20,~~775~~497	)
Unrealized loss on short-term investments		~~(118~~—	)		—(118	)		—
Total comprehensive income (loss)	$	(118,173	)	$	(78,274	)	$	38,490
Total other comprehensive income (loss), net of tax		10,704			(1,310	)		(20,497	)
Total comprehensive loss	$	(997,602	)	$	(118,173	)	$	(78,274	)
Net loss per common share:
Basic	$	(214.6506	)	$	(12.3965	)	$	(01.1039	)
Diluted	$	(214.6506	)	$	(12.3965	)	$	(01.1039	)
Weighted average common shares outstanding:
Basic		4471,~~054~~726,~~830~~763			4144,~~651~~054,~~366~~830			41,651,366
Diluted		4471,~~054~~726,~~830~~763			4144,~~651~~054,~~366~~830			41,651,366
(1) Amounts include related party transactions as follows:
Revenues	$	~~413~~1,177		$	~~154~~413		$	~~112~~154
Cost of revenues		~~269~~1,054			—269			—
General and administrative		3120,~~833~~290			31,~~272~~833			31,~~605~~272
Interest income		~~3,999~~—			3,~~487~~999			~~493~~3,487
Acquisition and integration costs		396,~~735~~844			—39,735			—
Other income (expense), net		526			—			—
(2) Amounts include stock-based compensation expense as follows:
Cost of revenues	$	921,295		$	—92		$	—
Selling and marketing		~~833~~10,088			—833			—
General and administrative		12,~~416~~469			1,~~198~~416			~~914~~1,198
Product development		54651			—54			—
Restructuring costs		4,629			—			—

See accompanying Notes to Consolidated Financial Statements.

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Consolidated Statements of Stockholders’ Equity

(in thousands, except share and per share data)

				Common Stock				Treasury Stock
	Net Parent Investment (deficit)			Number ofShares		$0.001 Par Value		~~Additional~~Number ~~Paid-In Capital~~ofShares			~~Retained~~$0.001 ~~Earnings~~Par ~~(Accumulated Deficit)~~Value			~~AccumulatedOther~~Additional ~~ComprehensiveIncome~~Paid-In ~~(Loss)~~Capital			~~Total~~Accumulated ~~Stockholders’Equity (~~Deficit)			AccumulatedOther ComprehensiveIncome (Loss)			Total Stockholders’Equity (Deficit)
Balance, December 31, 2021 (as restated)	$	(194,506	)		—	$	—	$	—		$	—		$	(33	)	$	(194,539	)
Balance, December 31, 2022		(57,048	)		—		—		—			—			—			—			42,742			(14,306	)
Net loss		(457,~~285~~777	)		—		—		—			—			—			~~(4,285~~—	)		—			(57,777	)
Net transfers to Parent		~~141~~38,~~743~~245			—		—		—			—			—			~~141,743~~—			—			38,245
Other comprehensive income					—		—		—			—			42,775			42,775
Other comprehensive loss		—			—		—		—			—			—			—			(20,497	)		(20,497	)
Balance, December 31, 2022 (as restated)		(57,048	)		—		—		—			—			42,742			(14,306	)
Balance, December 31, 2023		(76,580	)		—		—		—			—			—			—			22,245			(54,335	)
Net loss		(57,777	)		—		—		—			—			—			(57,777	)
Net loss prior to the Transaction		(40,926	)		—		—		—			—			—			—			—			(40,926	)
Net transfers to Parent		38,245			—		—		—			—			—			38,245
Transfers (to) from Parent, including Transaction-related adjustments		790,038			—		—		—			—			—			—			—			790,038
Other comprehensive loss		—			—		—		—			—			(20,497	)		(20,497	)
Recapitalization as a result of the Transaction		(672,532	)		41,651,366		41		—			—			672,490			—			—			(1	)
Balance, December 31, 2023 (as restated)		(76,580	)		—		—		—			—			22,245			(54,335	)
Issuance of shares of common stock on Merger to shareholders of Former TechTarget		—			29,802,746		30		—			—			951,419			—			—			951,449
Net loss prior to the Transaction		(40,926	)		—		—		—			—			—			(40,926	)
Net loss subsequent to the Transaction					—		—		—			—			—			(75,937	)		—			(75,937	)
Transfers (to) from Parent, including Transaction-related adjustments		790,038			—		—		—			—			—			790,038
Capital contribution from Parent		—			—		—		—			—			1,574						—			1,574
Recapitalization as a result of the Transaction		(672,532	)		41,651,366		41		672,490			—			—			(1	)
Other comprehensive loss		—			—		—		—			—			—			—			(1,310	)		(1,310	)
Issuance of shares of common stock on Merger to shareholders of Former TechTarget		—			29,802,746		30		951,419			—			—			951,449
Issuance of common stock from restricted stock awards		—			6,057		—		—			—			—			—			—			—
Net loss subsequent to the Transaction					—		—		—			(75,937	)		—			(75,937	)
Stock-based compensation		—			—		—		—			—			1,302			—			—			1,302
Capital contribution from Parent		—			—		—		1,574						—			1,574
Balance, December 31, 2024		—			71,460,169		71		—			—			1,626,785			(75,937	)		20,935			1,571,854
Other comprehensive loss		—			—		—		—			—			(1,310	)		(1,310	)
Net loss		—			—		—		—			—			—			(1,008,306	)		—			(1,008,306	)
Issuance of common stock from restricted stock awards		—			6,057		—		—			—			—			—
Other comprehensive income		—			—		—		—			—			—			—			10,704			10,704
Stock-based compensation		—			—		—		1,302			—			—			1,302
Other share issuances		—			100		—		—			—			—			—			—			—
Balance, December 31, 2024	$	—			71,460,169	$	71	$	1,626,785		$	(75,937	)	$	20,935		$	1,571,854
Capital contribution from Parent		—			—		—		—			—			1,924			—			—			1,924
Issuance of common stock from restricted stock awards		—			831,185		1		—			—			(1	)		—			—			—
Impact of net settlements		—			16,781		—		(16,781	)		(689	)		—			—			—			(689	)
Stock-based compensation		—			—		—		—			—			19,132			—			—			19,132
Balance, December 31, 2025	$	—			72,308,235	$	72		(16,781	)	$	(689	)	$	1,647,840		$	(1,084,243	)	$	31,639		$	594,619

See accompanying Notes to Consolidated Financial Statements.

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Consolidated Statements of Cash Flows (in thousands)

(in thousands)


	For the Years Ended December 31,
	2025			2024			2023
Operating activities:
Net loss	$	(1,008,306	)	$	(116,863	)	$	(57,777	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		2,379			1,614			895
Amortization		102,647			48,610			42,203
Allowance for credit losses		823			996			(893	)
Operating lease expense		4,852			2,165			2,732
Stock-based compensation		19,132			2,395			1,198
Fair value adjustment to debt		1,323			2,120			—
Other		(688	)		(90	)		—
Deferred tax provision		(41,129	)		(16,306	)		(13,500	)
Impairment of long-lived assets		—			2,019			577
Impairment of goodwill		931,500			66,235			139,645
Loss on disposal of intangible assets		—			(135	)		—
Gain on disposal of property, plant and equipment		373			28			2
Gain on subsequent remeasurement of lease		866			—			—
Contingent consideration settlement		—			(1,020	)		—
Remeasurement of contingent consideration		925			(22,436	)		(123,944	)
Net foreign exchange (gain)/loss		8,162			(5,235	)		1,059
Changes in operating assets and liabilities (net of the impact of acquisitions):
Accounts receivable		(3,700	)		(2,817	)		7,533
Prepaid expenses and other current and non-current assets		(5,747	)		(6,576	)		2,296
Related party receivables		(1,175	)		336			(2,248	)
Accounts payable		10,240			(2,648	)		(3,334	)
Income taxes payable		3,798			7,949			3,122
Accrued expenses and other current liabilities		(7,469	)		4,760			(1,215	)
Accrued compensation expenses		503			2,100			—
Operating lease assets and liabilities with right of use		(8,735	)		(3,183	)		(2,709	)
Contract liabilities		4,472			1,529			(8,366	)
Other liabilities		950			(1,400	)		219
Related party payables		341			(29,001	)		—
Net cash provided by (used in) operating activities		16,337			(64,854	)		(12,505	)
Investing activities:
Purchases of property and equipment, and other capitalized assets		(387	)		(420	)		(2,589	)
Purchases of intangible assets		(16,637	)		(6,339	)		(6,771	)
Purchase of investments		(291	)		(289	)		—
Sale of investments		76,795			—			—
Acquisition of businesses, net of acquired cash		(1,350	)		(72,315	)		(47,830	)
Net cash provided by (used in) investing activities		58,130			(79,363	)		(57,190	)
Financing activities:
Cash pool arrangements with Parent		—

Filing Compare · TechTarget, Inc.