Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-42428
TECHTARGET, INC.
(Exact name of registrant as specified in its charter)
Delaware
99-2218610
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
275 Grove Street Newton, Massachusetts
02466
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (617) 431-9200
Former name, former address and formal fiscal year, if changed since last report: Not applicable
Securities registered pursuant to Section 12(b) of the Act.
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 Par Value
TTGT
Nasdaq Global Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
Non-accelerated filer
☒
Smaller reporting company
1
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 5, 2025, the registrant had 72,157,906 shares of common stock, $0.001 par value per share, outstanding.
2
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
Item 1.
Financial Statements
4
Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024
Unaudited Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and 2024
5
Unaudited Condensed Consolidated Statements of Stockholders' Equity for the three and nine months ended September 30, 2025 and 2024
6
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024
8
Unaudited Notes to Condensed Consolidated Financial Statements
9
Item 2.
Management's Discussion and Analysis of Financial Condition and Result of Operations
29
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
45
Item 4.
Controls and Procedures
46
PART II
OTHER INFORMATION
Legal Proceedings
49
Item 1A.
Risk Factors
Item 5.
Other Information
50
Item 6.
Exhibits
51
Signatures
52
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TechTarget, Inc.
Unaudited Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
September 30, 2025
December 31, 2024
Assets
Current assets:
Cash and cash equivalents
$
46,301
275,983
Short-term investments
—
77,705
Accounts receivable, net of allowance for credit losses of $1,893 and $907 respectively
82,333
79,039
Related party receivables
11,372
2,900
Prepaid taxes
7,157
6,443
Prepaid expenses and other current assets
14,686
13,547
Total current assets
161,849
455,617
Non-current assets:
Property and equipment, net
3,293
4,621
Goodwill
55,444
973,398
Intangible assets, net
746,521
808,732
Operating lease right-of-use assets
12,751
15,907
Deferred tax assets
5,425
5,097
Other non-current assets
2,141
3,115
Total non-current assets
825,575
1,810,870
Total assets
987,424
2,266,487
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
7,664
10,639
Related party payables
12,171
4,795
Contract liabilities
66,830
44,825
Operating lease liabilities
4,919
5,186
Accrued expenses and other current liabilities
21,591
29,328
Accrued compensation expenses
25,322
18,093
Income taxes payable
4,762
6,701
Convertible debt
415,690
Total current liabilities
143,259
535,257
Non-current liabilities:
11,460
15,107
Other liabilities
6,310
4,913
Related party revolving line of credit
120,000
Deferred tax liabilities
108,463
139,356
Total non-current liabilities
246,233
159,376
Total liabilities
389,492
694,633
Stockholders’ equity:
Common stock, $0.001 par value; 250,000,000 shares authorized; 72,161,395 shares issued and 72,147,343 shares outstanding at September 30, 2025; 71,460,169 shares issued and outstanding at December 31, 2024
72
71
Treasury stock, at cost; 14,052 and 0 shares at September 30, 2025 and December 31, 2024, respectively
(629
)
Additional paid-in capital
1,642,502
1,626,785
Retained deficit
(1,074,765
(75,937
Accumulated other comprehensive income
30,752
20,935
Total stockholders’ equity
597,932
1,571,854
Total liabilities and stockholders’ equity
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
Unaudited Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
(in thousands, except per share data)
For the Three Months Ended
For the Nine Months Ended
September 30, 2024
As Restated
Revenues1
122,286
62,872
346,116
184,499
Cost of revenues1,2
(47,350
(23,814
(142,674
(74,484
Gross profit
74,936
39,058
203,442
110,015
Operating expenses:
Selling and marketing2
35,829
14,217
106,202
42,096
General and administrative1,2
21,039
18,365
64,244
53,937
Product development2
2,894
2,571
8,279
8,499
Depreciation
529
386
1,592
1,173
Amortization, excluding amortization of $4,131, $158, $9,554 and $403 included in cost of revenues
21,631
11,008
67,817
33,038
Impairment of goodwill
80,252
921,600
Impairment of long-lived assets
2,019
Restructuring costs2
12,412
Acquisition and integration costs1
8,204
8,788
32,343
38,242
Remeasurement of contingent consideration
(1,900
2,264
Total operating expenses
182,790
53,435
1,214,489
181,268
Operating loss
(107,854
(14,377
(1,011,047
(71,253
Related party interest expense
(2,439
(5,761
(7,067
(18,164
Interest income1
26
874
914
3,338
Other income (expense), net
525
(1,732
(7,791
(1,361
Loss before provision for income taxes
(109,742
(20,996
(1,024,991
(87,440
Income tax benefit
32,964
3,566
26,163
10,298
Net loss
(76,778
(17,430
(998,828
(77,142
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)
(941
(13,535
9,817
(11,653
Total comprehensive loss
(77,719
(30,965
(989,011
(88,795
Net loss per common share:
Basic
(1.07
(0.42
(13.96
(1.85
Diluted
Weighted average common shares outstanding:
71,756,180
41,651,366
71,570,864
(1) Amounts include related party transactions as follows:
Revenues
274
845
225
Cost of revenues
249
849
53
General and administrative
4,786
8,882
14,731
25,803
Interest income
1,327
3,190
Acquisition and integration costs
913
5,456
20,274
32,451
(2) Amounts include stock-based compensation expense as follows:
267
1,001
Selling and marketing
2,474
8,007
391
313
1,875
879
Product development
170
538
Restructuring costs
4,297
Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)
Net Parent Deficit
AccumulatedOther ComprehensiveIncome (Loss)
Total Stockholders’Equity (Deficit)
Balance, December 31, 2023
(76,580
22,245
(54,335
(19,509
Net transfers to Parent
(3,098
Other comprehensive income
2,551
Balance, March 31, 2024
(99,187
24,796
(74,391
(40,203
Net transfers from Parent
22,789
Other comprehensive loss
(669
Balance, June 30, 2024
(116,601
24,127
(92,474
257,612
Balance, September 30, 2024
123,581
10,592
134,173
Common Stock
Treasury Stock
Number ofShares
$0.001Par Value
Number of Shares
Cost
Additional Paid-In Capital
Retained Earnings (Deficit)
Total Stockholders’Equity
Balance, December 31, 2024
71,460,169
(523,388
3,990
Issuance of shares of common stock from RSU awards
25,012
Stock-based compensation
3,959
Balance, March 31, 2025
71,485,181
1,630,744
(599,325
24,925
1,056,415
(398,662
6,768
Other share issuances
100
3,719
4,160
Balance, June 30, 2025
71,489,000
1,634,904
(997,987
31,693
668,681
658,343
(1
Impact of net settlements
14,052
7,599
Balance, September 30, 2025
72,161,395
7
Unaudited Condensed Consolidated Statements of Cash Flows (in thousands)
September 30,
2025
2024
Operating Activities:
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization
77,371
33,441
Provision for bad debt
986
650
Operating lease expense
3,958
1,598
15,718
Deferred tax provision
(31,231
(12,392
Fair value adjustment to debt
1,323
Gain on disposal of intangibles
90
Gain on disposal of property, plant and equipment
168
Net foreign exchange (gain)/loss
2,752
793
Other
(340
Changes in operating assets and liabilities (net of the impact of acquisitions):
Accounts receivable
(2,643
3,096
(768
(3,466
(8,472
(1,139
(3,205
(1,108
(2,180
1,479
(8,254
(273
6,693
Operating lease liabilities with right of use
(4,713
(2,248
20,768
14,678
Contingent consideration
(1,020
Other assets (liabilities)
732
570
11,720
243
Net cash provided by (used in) operating activities
4,584
(35,647
Investing activities:
Purchases of property and equipment, and other capitalized assets
(212
(302
Purchases of intangible assets
(12,350
(4,631
Purchase of investments
(291
Acquisitions of businesses, net of acquired cash
(1,350
Sale of short-term investments
76,795
Net cash provided by (used in) investing activities
62,592
(4,933
Financing activities:
Cash pool arrangements with Parent
27,338
Contingent consideration settlement
(3,980
Issuance of common stock from restricted stock awards
Tax withholdings related to net share settlements
Proceeds from related party long term debt
135,000
Repayment of related party long term debt
(15,000
(213
Repayment of convertible notes
(417,033
27,866
Net cash provided by (used in) financing activities
(297,661
51,011
Effect of exchange rate changes on cash and cash equivalents
803
388
Net decrease in cash and cash equivalents
(229,682
10,819
Cash and cash equivalents at beginning of year
10,789
Cash and cash equivalents at September 30
21,608
Supplemental disclosure of cash flow information:
Cash paid for taxes, net
6,083
1,448
Cash paid for interest on related party long term debt
6,732
18,928
Schedule of non-cash investing and financing activities:
Operating lease liabilities arising from obtaining operating lease right-of-use assets
226
Intangible asset purchases included in accrued expenses and other current liabilities
48
Capitalization of short-term debt
250,000
Loans settled through existing cash pool arrangements
59,689
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements
Notes to Unaudited Condensed Consolidated Financial Statements
(In thousands, except share and per share data, where otherwise noted or instances where expressed in millions)
1. Business Overview and Basis of Presentation
Nature of business
TechTarget, Inc. (“Informa TechTarget”, the “Company”, “we”, “us” or “our”, formerly known as Toro CombineCo, Inc. (“CombineCo”)) together with its subsidiaries, is a leading business-to-business (“B2B”) growth accelerator, informing and influencing technology buyers and sellers globally.
The Transactions
On January 10, 2024, Informa, PLC (“Informa” or “Parent”) entered into a definitive agreement (the “Transaction Agreement”) to combine Informa Intrepid Holdings Inc. (“Informa Tech Digital Business” or “Informa Intrepid” or “Accounting Predecessor”), a carved-out business wholly-owned by Informa, with former TechTarget, Inc. (“Former TechTarget”) under CombineCo. In accordance with the Transaction Agreement, Informa contributed the Informa Tech Digital Business along with $350.0 million in cash, in exchange for CombineCo common stock (the “Transaction”). Additionally, CombineCo paid each Former TechTarget shareholder as consideration for one common share of Former TechTarget (i) one share of CombineCo common stock and (ii) cash consideration of approximately $11.70 per share of Former TechTarget common stock (the “Merger”, with the Transaction, collectively the “Transactions”). The Merger closed on December 2, 2024 (the “Acquisition Date”), with Informa then holding a 58% interest in CombineCo and Former TechTarget shareholders holding the remaining 42% interest in CombineCo. CombineCo changed its name to TechTarget, Inc. upon completion of the Merger.
Basis of presentation
The Merger was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combination. The condensed consolidated financial statements prior to the Acquisition Date reflect the financial statements of the Informa Tech Digital Business, as Accounting Predecessor to Informa TechTarget and the historical consolidated financial statements of Former Tech Target are consolidated only from the Acquisition Date forward.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all normal and recurring adjustments have been included such that the unaudited condensed consolidated financial statements are fairly stated. The results of operations for the periods presented are not necessarily indicative of results to be expected for any other interim periods or for the full year. The information included in these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (“SEC”) on May 28, 2025.
The Accounting Predecessor had historically operated as part of the Parent and not as a standalone entity and had no separate consolidated legal status of existence prior to the Transaction. As such, Informa TechTarget 's condensed consolidated financial statements have been derived from the Parent’s historical accounting records and were presented on a carved-out basis prior to the Transaction.
The consolidated financial statements prior to the Transaction reflect the assets, liabilities, revenues, expenses and cash flows of the businesses included within the Accounting Predecessor. The following considerations have been applied to these unaudited condensed consolidated financial statements prior to the Transaction:
The Accounting Predecessor's condensed consolidated financial statements prior to the Transaction may not be indicative of Informa TechTarget’s financial performance and do not necessarily reflect what its results of operations, financial position and cash flows would have been had Informa TechTarget operated as an independent entity during all the periods presented. The amount of actual costs that may have been incurred if Informa TechTarget were a standalone company would depend on a number of factors, including its chosen organizational structure, which functions were performed by its employees or outsourced and strategic decisions made in areas such as information technology and infrastructure.
Restatement of previously issued financial statements
Informa TechTarget restated its previously issued financial statements as of December 31, 2023 and for the years ended December 31, 2023 and 2022 in its Form 10-K filed with the SEC on May 28, 2025. The restatement included the impact on the previously issued unaudited interim financial information through September 2024. Informa TechTarget has restated its previously issued financial statements for the three and nine months ended September 30, 2024 in this Form 10-Q in accordance with ASC 250, Accounting Changes and Error Corrections. The Company has also restated impacted amounts within the notes to the unaudited condensed consolidated financial statements, as applicable.
In connection with the preparation of its fiscal 2024 condensed consolidated financial statements, the following errors related to previously issued unaudited interim financial statements for the three and nine months ended September 30, 2024 were identified and corrected:
10
Other adjustments
In addition to the errors identified above, the Company has corrected other immaterial errors primarily related to revenue adjustments, acquisition-related adjustments, related party related adjustments and general and administrative expenses for credit losses. These other errors are quantitatively and qualitatively immaterial, individually and in the aggregate. However, the Company has corrected these other errors as part of the correction for the material errors described above.
Impact of restatement
The following tables present the as-restated financial statement line items for the unaudited condensed consolidated statement of income (loss) and comprehensive income (loss) for the three and nine months ended September 30, 2024 and unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2024. The amounts in the “As Reported” columns below are amounts derived from the Company’s previously filed unaudited condensed combined financial statements included in the Company's Form 8-K, filed with the SEC on December 6, 2024. The amounts in the “Adjustment” columns present the impact of the adjustments described above. The amounts in the “As Restated” columns are the updated amounts including the impacts of the adjustments identified.
11
Unaudited condensed consolidated statement of income (loss) and comprehensive income (loss):
Three months ended September 30, 2024
Nine months ended September 30, 2024
As Reported
Adjustment
Revenue
62,742
130
185,020
(521
38,928
110,536
18,205
160
53,909
28
8,131
2,877
24,414
8,624
8,438
350
38,086
156
(300
(1,600
2,363
(99
51,648
1,787
172,559
8,709
(12,720
(1,657
(62,023
(9,230
Interest expense on related party loans
(18,554
390
4,423
(1,085
Loss before provision of income taxes
(19,339
(77,515
(9,925
Benefit for income taxes
3,682
(116
6,542
3,756
(15,657
(1,773
(70,973
(6,169
(29,192
(82,626
(0.38
(0.04
(1.70
(0.15
Unaudited condensed consolidated statement of stockholders’ deficit
Net Parent deficit within the unaudited condensed consolidated statement of stockholders’ equity (deficit) for the three and nine months ended September 30, 2024 was affected by the restated net loss amounts disclosed above as well as the impact of the acquisition and integration costs and other immaterial adjustments to net transfers to Parent.
Unaudited condensed consolidated statement of cash flows:
Operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
24,817
1,107
(457
(6,542
(5,850
Net foreign exchange gain
-
Changes in operating assets and liabilities:
1,994
1,102
(3,564
98
(235
(904
(730
457
Income tax payable
15,294
(616
(329
899
Net cash used in operating activities
(35,004
(643
27,402
(64
Net transfer from Parent
27,159
707
Net cash provided by financing activities
50,368
643
12
2. Significant Accounting Policies
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Informa TechTarget bases these estimates on historical experience, the current economic environment, and on various other assumptions that are believed to be reasonable under the circumstances. However, uncertainties associated with these estimates exist and actual results may differ from these estimates.
Estimates and underlying assumptions reflected in these unaudited condensed consolidated financial statements are reviewed on an ongoing basis, with changes in estimates recognized in the period in which the estimates are revised and in any future periods affected. Significant estimates include assumptions associated with impairment considerations for goodwill and long-lived assets, estimating the fair value of contingent consideration, allocation of purchase price to intangible assets in business combinations and determining corporate expense allocations.
Impairment of goodwill and long-lived assets
Informa TechTarget evaluates its long-lived assets, including property, equipment, and intangible assets, for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. Goodwill is tested for impairment at least annually, during the fourth quarter, or when events and circumstances indicate an impairment may have occurred.
Among the factors that could trigger an impairment review are a reporting unit’s operating results significantly declining relative to its operating plan or historical performance, competitive pressures, changes in the general markets in which it operates, and sustained declines in the Company's share price. In assessing goodwill for impairment, Informa TechTarget may first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If this assessment concludes that it is more likely than not that the fair value is more than the carrying value of a reporting unit, goodwill is not considered impaired and any quantitative goodwill impairment test is not required to be performed.
If the qualitative impairment assessment concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, Informa TechTarget performs the quantitative goodwill impairment test, which compares the fair value of the reporting unit to its carrying value. During the first, second and third quarters of 2025, the Company identified a sustained decline in the Company's share price which it determined to be a triggering event for the purposes of testing goodwill impairment. Informa TechTarget estimates the fair value of its reporting units primarily using an income approach. In assessing fair value, estimated future cash flows are discounted to their present value using a weighted average cost of capital discount rate.
If the estimated fair value of a reporting unit is less than the carrying value, Informa TechTarget will record an impairment of goodwill for the amount to which the carrying value exceeds fair value. Determination of fair value is based on significant assumptions and estimates, projected cash flows, forecasted revenue growth rates and EBITDA margin, discount rates, net working capital rates, long-term growth rates, tax rates and capital expenditure rates. Upon completion of this quantitative assessment, the Company determined that the goodwill of the Canalys, Industry Dive, Bluefin Legacy and legacy TechTarget reporting units were impaired and recorded a $80.3 million and $921.6 million impairment charge during the three and nine months ended September 30, 2025, respectively.
Informa TechTarget also considers whether there is an expectation that a long-lived asset will be sold or disposed of before the end of its originally estimated useful life. Recoverability of assets held and used is measured by comparing the asset group’s carrying amount and the estimated undiscounted future net cash flows expected to be generated by the asset group. If such evaluation indicates that the carrying amount of the asset group is not recoverable, an impairment loss will be recorded based on the amount by which the carrying value exceeds the fair value. The Company did not identify any impairment of long-lived assets as of September 30, 2025.
See Note 5. Goodwill for further information
Accounts receivable and allowance for credit losses
Accounts receivable are recognized at the amount Informa TechTarget expects to collect, net of allowance for doubtful accounts. The allowance for doubtful accounts is Informa TechTarget’s best estimate of the amount of probable credit losses in its existing accounts receivable. The allowance for doubtful accounts is reviewed on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are written-off against the allowance once all means of collection
13
have been exhausted and the potential for recovery is considered remote. Provisions for doubtful accounts are recorded in general and administrative expense.
Payment terms and conditions vary by contract type, although terms generally include a requirement of payment in 30 days. In instances where the timing of revenue recognition differs from the timing of invoicing, Informa TechTarget has determined that its contracts generally do not include a significant financing component. The primary purpose of Informa TechTarget’s invoicing terms is to provide clients with simplified and predictable ways of purchasing products and services, such as invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period, and not to receive financing from clients.
Allowance for credit losses
Balance as of December 31, 2024
907
Addition to (release of) provision(1)
410
Write-off(1)
(98
Balance as of March 31, 2025
1,219
723
(70
Balance as of June 30, 2025
1,872
Addition to (release of) provision
142
Write-off
(121
Balance as of September 30, 2025
1,893
(1) During the three months ended September 30, 2025, the Company determined that amounts previously reported in “Addition to (release of) provision” and “Write-off”, for the three months ended March 31, 2025 and the three months ended June 30, 2025, had been misclassified by immaterial amounts. None of the misclassifications exceeded $0.2 million and ending balances as of quarter-ends were not misstated. The table has been updated to reflect corrected amounts and differs from amounts previously reported. Management has concluded that this misclassification was not material to any previously issued financial statements.
Balance as of December 31, 2023
1,540
364
(555
Balance as of March 31, 2024
1,349
266
(193
Balance as of June 30, 2024
1,422
76
(596
Balance as of September 30, 2024
902
Segment reporting
In applying the criteria set forth in ASC 280, Segment Reporting, Informa TechTarget has determined it operates as a single operating and reportable segment. Informa TechTarget’s Chief Operating Decision Maker ("CODM") is its Chief Executive Officer, who reviews key financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources, and evaluating financial performance.
Net loss per share
Basic income (loss) per share is determined by dividing net income (loss) by the weighted average common shares outstanding during the period. Diluted income (loss) per share is determined by dividing net income (loss) by diluted weighted average shares outstanding during the period. Diluted weighted average shares reflect the dilutive effect, if any, of potential common shares. To the extent their effect is dilutive, employee equity awards and other commitments to be settled in common stock are included in the calculation of diluted net income (loss) per share based on the treasury stock method.
The calculations of basic and diluted net loss per share for the three and nine months ended September 30, 2025 and 2024 are as follows:
14
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
Weighted average shares outstanding
Loss per share
Basic:
Diluted:
Prior to the Transactions, Informa TechTarget did not have any shares of common stock outstanding. Accordingly, net loss per share for the three and nine months ended September 30, 2024 have been calculated using the number of shares of Informa TechTarget’s common stock issued to Informa on the closing of the Transaction. When determining net loss per share for the three and nine months ended September 30, 2024, the calculation of weighted average shares outstanding assumes that those shares of Informa TechTarget’s common stock were issued to Informa at the beginning of the year 2024.
In calculating diluted net loss per share, 1.2 million shares related to unvested, restricted stock units were excluded for the three and nine months ended September 30, 2025 because the impact of including these restricted stock units would be anti-dilutive. There were no restricted stock units outstanding for the three and nine months ended September 30, 2024.
Accounting pronouncements issued but not yet effective
The Financial Accounting Standards Board issued the following Accounting Standards Updates (“ASUs”) which are not yet effective:
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3. Revenues
Disaggregation of revenue
Revenues by Categories:
Marketing, advertising services, and sponsorship
90,043
35,511
249,460
105,327
Intelligence subscription services
19,146
18,807
57,674
56,677
Advisory services
12,884
8,169
38,544
21,873
Exhibitor and attendee
213
385
438
622
Total revenue
During each of the three and nine months ended September 30, 2025 and 2024, no individual customer accounted for 10% or more of total revenues and no customer represented 10% or more of total accounts receivable.
Total contract liabilities as of December 31, 2024 were $44.8 million, of which $5.9 million and $38.5 million was recognized as revenue during the three and nine months ended September 30, 2025, respectively.
Long-lived assets by geographic area
Long-lived assets, excluding intangible assets and goodwill, by geographic area are detailed below:
As of
United States
11,728
14,304
United Kingdom
945
2,184
Japan
1,152
1,454
China
1,043
1,301
Rest of World
1,176
1,285
Total
16,044
20,528
No individual country outside of the United States accounted for 10% or more of Informa TechTarget’s long-lived assets as of September 30, 2025. No individual country outside of the United States and the United Kingdom accounted for 10% or more of Informa TechTarget’s long-lived assets as of December 31, 2024.
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4. Fair Value Measurements
Fair value of assets and liabilities
Cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities payable within one year are carried at cost, which approximates fair value due to their short-term nature. The only financial instruments measured at fair value are short-term investments and the Notes (as defined below). The fair value of these financial assets and liabilities was determined based on three levels of input as follows:
Informa TechTarget does not have material financial instruments that were measured at fair value as of September 30, 2025. The following table presents the financial instruments that were measured at fair value as of December 31, 2024:
As of December 31, 2024
Quoted Pricesin ActiveMarkets forIdentical Assets(Level 1)
SignificantOtherObservableInputs(Level 2)
SignificantUnobservableInputs(Level 3)
Total Fair Value Measurements
Assets:
Pooled bond funds
Total short-term investments
Liabilities:
2025 Notes
3,030
2026 Notes
412,660
Total Notes
All level 2 investments are priced using observable inputs, such as quoted prices in markets that are not active and yield curves.
The fair value of the Notes was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the Notes in an over-the-counter market (Level 2).
The convertible senior notes due December 15, 2025 (the “2025 Notes”) and the convertible senior notes due December 15, 2026 (the “2026 Notes” and, together with the 2025 Notes, the “Notes”) were governed by indentures originally between Former TechTarget, as issuer, and U.S. Bank, National Association, as trustee (together, the “Indentures”). Informa TechTarget assumed all of Former TechTarget's rights and obligations under the Indentures in connection with the Merger. The Notes are unsecured and rank senior in right of payment to Informa TechTarget’s future indebtedness that is expressly subordinated in right of payment to the Notes and equal in right of payment to Informa TechTarget’s unsecured indebtedness that is not so subordinated.
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5. Goodwill
The following table represents a roll forward of goodwill balances:
Impairment
(459,100
Effect of exchange rate changes
1,212
515,510
(382,248
1,716
134,978
Additions
1,030
(80,252
(312
As of September 30, 2025, the gross carrying amount and accumulated impairment losses of goodwill were $1.2 billion and $1.1 billion, respectively.
Goodwill impairment test
Informa TechTarget tests whether goodwill is impaired at least annually, during the fourth quarter, or when events and circumstances indicate an impairment may have occurred (a “triggering event”). The Company identified a sustained decline in share price during the first, second and third quarters of 2025 that, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, constituted an impairment triggering event for all reporting units. Accordingly, Informa TechTarget performed a quantitative goodwill impairment assessment on its reporting units using the following key assumptions in the fair value calculations:
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These estimates can be affected by several factors, including general economic, industry, and regulatory conditions; the risk-free interest rate environment; and Informa TechTarget's ability to achieve its forecasted operating results.
During the three months ended September 30, 2025, Informa TechTarget recognized impairment charges related to its Canalys, Industry Dive, NetLine and Bluefin Legacy reporting units of $6.7 million, $28.1 million, $13.3 million, and $32.2 million, respectively. During the nine months ended September 30, 2025, Informa TechTarget recognized impairment charges related to its Canalys, Industry Dive, NetLine, Bluefin Legacy and legacy TechTarget reporting units of $41.9 million, $243.4 million, $27.6 million, $172.0 million and $436.7 million, respectively. After the impairments, the Canalys, Industry Dive, NetLine, Bluefin Legacy and legacy TechTarget reporting units had remaining goodwill of $10.0 million, $25.7 million(1), $13.9 million, $5.8 million and $0.0 million, respectively.
Throughout the remainder of the fiscal year 2025, the Company will continue to monitor relevant facts and circumstances, including any future declines in its stock price, along with other qualitative considerations, if any, including the continued impact from the conditions in the macroeconomic environment. As a result, the Company may be required to record additional goodwill impairment charges. While management cannot predict if or when additional goodwill impairments may occur, future goodwill impairments could have material adverse effects on the Company's results of operations and financial condition.
Fair value assessments of a reporting unit are considered a Level 3 measurement due to the significance of unobservable inputs used in their estimate. For the three months ended September 30, 2025, the discount rate used in the impairment test for the reporting units ranged from 17.0% to 18.0%. For the three months ended June 30, 2025, the discount rate used in the impairment test for the reporting units ranged from 14.0% to 15.0%. For the three months ended March 31, 2025, the discount rate used in the impairment test for the reporting units ranged from 10.0% to 12.0%. For both the three and nine months ended September 30, 2025, the long-term growth rate used in the impairment tests was 3.0%.
(1) There was an immaterial typographical footnote only error in the Company's Form 10-K for the year ended December 31, 2024, as filed with the SEC on May 28, 2025, where the December 31, 2024 ending carrying value of goodwill of the Industry Dive reporting unit was reported at $186.1 million instead of $269.1 million.
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6. Business Combination
2025 Acquisition
During the three months ended September 30, 2025, the Company acquired certain assets and liabilities of Tech Research Pty Ltd and Tech Research Asia (collectively “TRA”) for a purchase price of $1.9 million, comprising $1.3 million of cash and contingent consideration with an estimated fair value of $0.6 million, and has included the financial results of TRA in its consolidated financial statements from August 1, 2025, the date of acquisition. The transaction was not material to the Company and the costs associated with the acquisition were not material. The Company accounted for the transaction as a business combination under ASC 805 - Business Combinations. In allocating the purchase consideration based on estimated fair values, the Company recorded $1.0 million of goodwill, and $0.9 million of net assets including intangible assets of $0.9 million. The goodwill is not deductible for tax purposes. The pro forma impact of the acquisition was not material to the Company's historical unaudited interim condensed consolidated operating results and is therefore not presented.
2024 Acquisition
As described in Note 1. Business Overview and Basis of Presentation, in January 2024, Informa TechTarget entered into the Transaction Agreement and closed the Merger on December 2, 2024. The acquisition positions the Company as a leading provider of data driven marketing analytics, sales enablement solutions, advisory services, and events for the enterprise technology and technology enabled vertical markets. It also provides the Company with greater product diversification through the addition of research brands that provide annual subscription revenue paid in advance as well as revenue from ad-hoc consulting projects.
In accordance with the Transaction Agreement, Informa TechTarget paid each Former TechTarget shareholder as consideration for one share of common stock of Former TechTarget (i) one share of Company common stock and (ii) cash consideration of approximately $11.70 per share of Former TechTarget common stock. The total purchase price paid for Former TechTarget was $951.4 million.
The following table summarizes the allocation of the purchase price to the fair values assigned to assets acquired and liabilities assumed as of closing of the Transaction.
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TechTarget
Assets acquired
276,656
77,539
37,604
3,130
5,475
Property and equipment
2,800
Intangible assets
575,000
Operating lease assets with right-of-use
12,268
Other assets
Total assets acquired
991,122
Liabilities assumed
8,073
Convertible senior notes
413,570
Current operating lease liabilities
3,113
18,633
3,334
4,278
16,411
Non-current operating lease liabilities
12,195
124,398
325
Total liabilities assumed
604,330
Net assets acquired
386,792
564,657
Total consideration
951,449
7. Intangible Assets
The following tables set forth the information for intangible assets subject to amortization:
As of September 30, 2025
Weighted average remaining useful life (years)
GrossCarryingAmount
AccumulatedAmortization
Net
Brands and trademarks
13.91
174,478
(32,491
141,987
Customer relationships database
14.36
610,703
(130,640
480,063
Intellectual property
6.19
159,993
(58,593
101,400
Developed technology
1.67
527
(309
218
Internal-use software
3.27
33,497
(10,644
22,853
Total intangible assets
979,198
(232,677
21
14.66
174,423
(24,493
149,930
15.10
608,758
(86,121
522,637
6.79
158,868
(37,240
121,628
0.72
1,226
(1,006
220
3.97
21,920
(7,603
14,317
965,195
(156,463
Amortization expense for intangible assets was $25.8 million and $77.4 million during the three and nine months ended September 30, 2025, respectively, and $11.2 million and $33.4 million during the three and nine months ended September 30, 2024, respectively. Informa TechTarget capitalized internal-use software of $3.9 million and $12.4 million during the three and nine months ended September 30, 2025, respectively, and $1.2 million and $4.6 million during the three and nine months ended September 30, 2024, respectively.
Future expected amortization expense as of September 30, 2025 is as follows:
Years Ending December 31:
AmortizationExpense
2025 (October 1 - December 31)
25,521
2026
100,666
2027
91,479
2028
81,550
2029
76,376
Thereafter
370,929
8. Convertible Notes and Credit Facility
Convertible Notes
Upon the Merger, the Company assumed Former TechTarget's convertible notes, which were comprised of $3.0 million principal amount of outstanding 2025 Notes and $414.0 million principal amount of outstanding 2026 Notes.
On January 24, 2025, Informa TechTarget completed the repurchase of substantially all of its 2025 Notes and 2026 Notes using proceeds of borrowings under the Credit Facility (as defined below), together with cash on hand and cash from the liquidation of short-term investments. Upon repurchase, Informa TechTarget paid approximately $417.0 million principal amount outstanding together with an immaterial amount of accrued interest on the 2025 Notes.
Informa revolving Credit Facility
Informa TechTarget has a $250.0 million unsecured five-year revolving Credit Facility with Informa Group Holdings Limited, an affiliate of Informa, as administrative agent, and the lenders from time to time party thereto (the “Credit Facility”). Amounts may be drawn under the Credit Facility from and including December 20, 2024, to the earlier of December 2, 2029, and the termination of the commitments thereunder, if applicable. Up-front lender fees and debt issuance costs were capitalized and included in prepaid expenses and other current assets and are amortized straight-line over the availability period. Recurring fees incurred, as noted below, are expensed as incurred.
When drawn, Informa TechTarget has the right to elect the interest rate with respect to such borrowings at either an alternate base rate (“ABR”) or the secured overnight financing rate (“SOFR”) plus an interest rate margin based on Informa TechTarget’s Consolidated Total Net Leverage Ratio. Further, Informa TechTarget retains the right to vary the interest rate of drawn borrowings between ABR and SOFR, and the interest rate may automatically be converted upon the occurrence of certain events. The interest rate margin varies from 1.50% to 2.00% for ABR borrowings and 2.50% to 3.00% for SOFR
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borrowings. The Credit Facility involves customary funding fees and commitment fees, which range from 0.30% to 0.50% based on the amount of average daily unused commitments thereunder.
Borrowings under the Credit Facility may be prepaid by Informa TechTarget at any time without premium or penalty. Amounts drawn and repaid may be reborrowed. Informa TechTarget may be required to prepay borrowings under the Credit Facility upon an Event of Default (as defined within the Credit Facility) or if borrowings thereunder exceed the commitment amount. Additionally, upon the occurrence and continuance of an Event of Default, overdue payments accrue interest at the rate initially applicable thereto plus default interest of 2.00%.
Borrowings under the Credit Facility are unsecured. The Credit Facility is guaranteed by Informa TechTarget’s existing and future material wholly-owned domestic subsidiaries, including Former TechTarget, subject to customary exceptions. The Credit Facility contains customary representations, warranties, events of default, and affirmative and negative covenants, including the requirement to maintain a Consolidated Total Net Leverage Ratio of 3.00 to 1.00 or less (subject to certain adjustments) and a Consolidated Interest Coverage Ratio of at least 3.00 to 1.00.
As of September 30, 2025, Informa TechTarget had $120.0 million drawn in revolving loans under the Credit Facility. Informa TechTarget paid down $15.0 million in revolving loans under the Credit Facility during the nine months ended September 30, 2025. There was no amount of revolving loans under the Credit Facility as of December 31, 2024.
9. Restructuring Costs
During the three months ended September 30, 2025, the Company implemented a restructuring and workforce reduction program (the “Restructuring Plan”) designed to improve operational efficiency and reduce costs. The program included both voluntary and involuntary employee terminations, as well as modifications to equity awards for certain affected employees. The accounting treatment of severance benefits and related expenses was determined based on the nature of the termination arrangement and the applicable accounting guidance.
The following table represents a roll forward of Restructuring costs:
Compensation and Benefits
Restricted Stock Units
Expenses
8,115
Payments
(2,883
(4,297
5,232
The Company recognized restructuring charges of $12.4 million during the three months ended September 30, 2025, of which $4.3 million related to acceleration of vesting and modification of restricted stock units (“RSUs”), and $8.1 million related to other compensation and benefits. These charges are presented as “Restructuring costs” in the unaudited condensed consolidated statements of income (loss) and comprehensive income (loss) for the three and nine months ended September 30, 2025. Of the $8.1 million in other compensation and benefits, approximately $2.9 million was paid to employees during the three months ended September 30, 2025 and $5.2 million remained accrued as of September 30, 2025.
As part of the severance arrangements, certain employees received accelerated vesting of RSUs. Additionally, certain RSUs were deemed to have been modified. The Company measured the incremental fair value of the modified awards on the modification date using appropriate valuation techniques. The Company recognized $4.3 million in net incremental compensation expense related to these accelerations and modifications during the three months ended September 30, 2025.
In total, the Company is expected to incur approximately $11.2 million in other compensation and benefits and approximately $4.3 million related to acceleration of vesting and modification of RSUs related to the Restructuring Plan.
10. Stock-Based Compensation
2017 Stock Option and Incentive Plan
The TechTarget, Inc. 2017 Stock Option and Incentive Plan (the “2017 Plan”) became effective June 16, 2017. In connection with the Merger, the Company assumed the 2017 Plan, and 949,300 unvested restricted stock units outstanding immediately prior to the Merger were converted into 1,492,858 unvested restricted stock units of the Company. Each restricted stock unit is subject to the same terms and conditions as prior to the Merger and grants vest in equal tranches over a three-year period. Shares of stock underlying awards of restricted stock units are not issued until the units vest.
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No new awards may be granted under the 2017 Plan; however, 676,224 shares of common stock remain available for issuance under the 2017 Plan in connection with restricted stock units previously awarded under the 2017 Plan.
2024 Incentive Plan
In September 2024, Former TechTarget’s board of directors, as well as the Company’s then current board of directors, approved the 2024 Incentive Plan (the “2024 Plan”), which was approved by the stockholders of Former TechTarget in conjunction with their approval of the Merger agreement and became effective on the Acquisition Date. On December 2, 2024, 6,366,171 shares of Informa TechTarget’s common stock were reserved for issuance under the 2024 Plan and, generally, shares that are forfeited or canceled from awards under the 2024 Plan also will be available for future awards. Under the 2024 Plan, Informa TechTarget may grant restricted stock and restricted stock units, non-qualified stock options, stock appreciation rights, performance awards, and other stock-based and cash-based awards. Grants vest in equal annual tranches over a three-year period. Shares of stock underlying awards of restricted stock units are not issued until the units vest. The 2024 Plan further provides that, in the event any dividends or dividend equivalents are declared with respect to restricted stock, restricted stock units, other stock-based awards and performance awards, such dividends or dividend equivalents would be subject to the same vesting and forfeiture provisions as the underlying award. There are a total of 605,204 shares of common stock that remain subject to outstanding stock-based grants under the 2024 Plan as of September 30, 2025. A further 5,747,409 shares of common stock remain available for issuance for future awards under the 2024 Plan as of September 30, 2025.
2024 Employee Stock Purchase Plan
In September 2024, Former TechTarget’s board of directors adopted the TechTarget, Inc. 2024 Employee Stock Purchase Plan (the “ESPP” and, together with the 2017 Plan and the 2024 Plan, the “Informa TechTarget Plans”), which became effective on the Acquisition Date, at which time 1,400,000 shares of Informa TechTarget’s common stock were reserved for issuance under the ESPP.
Informa incentive plans
Certain employees of Informa TechTarget were and continue to be eligible to participate in the following plans issued by Informa: the Long-Term Incentive Plan (“LTIP”), ShareMatch, and the US Employee Share Purchase Plan (“Informa ESPP”) (collectively, the “Parent Plans”). All current grants of share awards are made under the Parent Plans. As Informa TechTarget participates in but is not the sponsoring entity of these Parent Plans, no shares for these Parent Plans have been allocated to Informa TechTarget.
Accounting for stock-based compensation prior to the Merger
Prior to the Merger, Informa TechTarget had no stock-based compensation plans; however, certain of its employees are eligible to participate in the Parent Plans. All current grants of share awards are made under the Parent Plans. As Informa TechTarget participates in but is not the sponsoring entity of these Parent Plans, no shares have been allocated to Informa TechTarget.
Stock-based compensation expense is recognized based on the Informa TechTarget’s cost of the awards under ASC 718, Compensation — Stock Compensation. All awards granted under these Parent Plans are based on the Parent’s common stock and are not indicative of the results that Informa TechTarget would have incurred as a separate and independent business for the periods presented.
The stock-based compensation expense attributable to Informa TechTarget is based on the awards and terms previously granted under the Parent Plans to Informa TechTarget’s employees and an allocation of the Parent’s corporate and shared functional employee stock-based compensation expenses.
Accounting for stock-based compensation subsequent to the Merger
Subsequent to the Merger, stock-based compensation expense is recognized based on Informa TechTarget's cost of the awards under ASC 718, Compensation — Stock Compensation. All awards granted under these Informa TechTarget Plans or the Parent Plans are based on either Informa TechTarget's or the Parent’s common stock, depending on the plan under which the awards were granted and are not indicative of the results that Informa TechTarget would have incurred as a separate and independent business for the periods presented through the Acquisition Date. The Company applied an estimated annual forfeiture rate based on historical averages in determining the expense recorded in each period.
The stock-based compensation expense attributable to Informa TechTarget is based on the awards and terms previously granted under the given Parent Plan or Informa TechTarget Plan. Informa TechTarget's stock-based compensation is based on direct awards employees or an allocation of the Parent’s corporate and shared functional employee stock-based compensation expenses.
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Stock options
The Company uses the Black-Scholes option pricing model to calculate the grant date fair value of an award.
The expected volatility of options granted has been determined using a weighted average of the historical volatility of the Company’s common stock for a period equal to the expected life of the option. The expected life of options has been determined utilizing the “simplified” method. The risk-free interest rate is based on a zero coupon U.S. treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. The Company applied an estimated annual forfeiture rate based on historical averages in determining the expense recorded in each period.
A summary of the stock option activity under the Company's plans for the nine months ended September 30, 2025 is presented below:
Year-to-Date Activity
OptionsOutstanding
Weighted-AverageExercise PricePer Share
Weighted-AverageRemainingContractualTerm inYears
AggregateIntrinsicValue (1)
Options outstanding at December 31, 2024
Granted
25,000
8.70
Exercised
Forfeited
Cancelled
Options outstanding at September 30, 2025
9.81
Options exercisable at September 30, 2025
Options vested or expected to vest at September 30, 2025
23,468
Restricted stock unit (RSU) awards
Restricted stock unit awards are valued at the market price of a share of Informa TechTarget’s common stock on the date of the grant. A summary of the restricted stock unit award activity under Informa TechTarget’s plans for the nine months ended September 30, 2025 is presented below:
Shares
Weighted-AverageGrant DateFair ValuePer Share
AggregateIntrinsicValue
Nonvested outstanding at December 31, 2024
1,463,601
31.48
29,008,572
580,136
6.81
Vested
(755,907
31.29
(49,488
31.54
Nonvested outstanding at September 30, 2025
1,238,342
20.04
7,194,767
The total grant-date fair value of RSU awards that vested during the nine months ended September 30, 2025 was $23.6 million.
As of September 30, 2025, there was $22.5 million of total unrecognized compensation expense related to stock options and RSU, which is expected to be recognized over a weighted average period of 2.22 years.
11. Income Taxes
The Company measures its interim period tax expense using an estimated annual effective tax rate and adjustments for discrete taxable events that occur during the interim period. The estimated annual effective income tax rate is based upon the Company’s estimations of annual pre-tax income, the geographic mix of pre-tax income, and its interpretations of tax laws.
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The Company updates the estimate of its annual effective tax rate at the end of each quarterly period. The Company recorded an income tax benefit of $33.0 million and an income tax benefit of $26.2 million for the three and nine months ended September 30, 2025, respectively. The Company recorded an income tax benefit of $3.6 million and an income tax benefit of $10.3 million for the three and nine months ended September 30, 2024, respectively. The tax benefit for the three months ended September 30, 2025 increased by approximately $29.4 million, as compared to the same period in 2024, primarily due to a non-deductible goodwill impairment charge and geographic mix of earnings in the three months ended September 30, 2025. The tax benefit for the nine months ended September 30, 2025 increased by approximately $15.9 million, as compared to the same period in 2024, primarily due to a non-deductible goodwill impairment charge and geographic mix of earnings in the nine months ended September 30, 2025. Due to the Company's history of impairments, the effect of the non-deductible goodwill impairment has not been treated as a discrete item in the three and nine months ended September 30, 2025.
On July 4, 2025, the United States passed budget reconciliation bill H.R. 1 referred to as the One Big Beautiful Bill (“OBBB”). The OBBB contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. ASC 740, Income Taxes requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. While these changes did not have a significant impact to the annual effective tax rate, the Company expects that U.S. cash taxes will decrease in 2025 as a result of the new legislation.
12. Related Party Transactions
Corporate expense allocations
The amounts of related party expenses allocated to Informa Tech Digital Business from the Parent and its subsidiaries for the three and nine months ended September 30, 2024 were $8.9 million and $25.8 million, respectively, and are recognized in general and administrative expenses in the unaudited condensed consolidated statements of income (loss) and comprehensive income (loss). There were no such expense allocations for the three and nine months ended September 30, 2025.
Further, for the three and nine months ended September 30, 2024, the Parent incurred $5.5 million and $32.5 million of costs related to the Transactions described in Note 1 – Business Overview and Basis of Presentation.
Revenue and other transactions entered into in the ordinary course of business
Informa TechTarget enters into revenue arrangements in the ordinary course of business with the Parent and its affiliates, which resulted in recording revenue of $0.3 million and $0.8 million during the three and nine months ended September 30, 2025, respectively, and $0.1 million and $0.2 million during the three and nine months ended September 30, 2024, respectively. The cost of revenues related to these sales between Informa TechTarget and the Parent were $0.2 million and $0.8 million during the three and nine months ended September 30, 2025, respectively, and $0.0 million and $0.1 million during the three and nine months ended September 30, 2024, respectively.
Revolving line of credit
On December 2, 2024, Informa TechTarget entered into a related party loan arrangement with the Informa Group Holdings Limited, which provides Informa TechTarget with a $250.0 million unsecured five-year revolving Credit Facility, which has been drawn upon as of September 30, 2025. Informa TechTarget has paid $1.9 million in certain fees related to the Credit Facility, which have been capitalized and included in other non-current assets. Amortization of these commitment fees into interest expense was $0.1 million and $0.3 million for the three and nine months ended September 30, 2025, respectively.
Interest income and interest expense
Interest income and interest expense on debt financing and cash pooling arrangements are recorded within interest income and interest expense on related party debt, respectively, within the accompanying unaudited condensed consolidated statements of income (loss) and comprehensive income (loss) as follows:
Interest income on related party loans receivable
Interest expense on related party debt
2,439
5,761
7,067
18,164
The accrued interest expense related to long-term debt to Parent was $0.4 million as of September 30, 2025, and is recorded in related party payables within the accompanying unaudited condensed consolidated balance sheets.
Related party receivables and payables
Informa TechTarget has receivables and payables with the Parent arising from transactions entered into in the ordinary course of business with the Parent, such as related party sales, shared and corporate cost recharges, including payroll and employee related costs, acquisition and integration costs and central operating costs.
Related party receivables and payables are recorded in the accompanying unaudited condensed consolidated balance sheets as follows:
Related party receivable
Settlement patterns of related party payables vary from transaction to transaction and are repaid on a non-routine basis. Changes in related party receivables and payables are presented in operating activities in the unaudited condensed consolidated statement of cash flows.
Service Agreements
In connection with the Merger, Informa TechTarget entered into a transitional service agreement with Informa Group Limited to receive certain business support services for generally up to 18 months after the closing for an initial monthly fee which approximated $2.0 million and decreases over the course of the agreement. These services include, but are not limited to, IT services, accounting & financial services, HR & payroll services, property services, and business support services. In connection with the Merger, Informa TechTarget also entered into various arrangements with employees of the Parent and its subsidiaries to perform services for Informa TechTarget under a secondment arrangement. For the three and nine months ended September 30, 2025, Informa TechTarget had incurred $4.8 million and $14.7 million, respectively, for these transitional and secondment services, which are classified within general and administrative expenses. For the three and nine months ended September 30, 2025, the Company incurred related party acquisition and integration costs in the amount of $0.9 million and $20.3 million, respectively. As of September 30, 2025, $11.8 million has yet to be settled and is classified within related party payables.
In connection with the Merger, Informa TechTarget entered into a reverse transitional service agreement with Informa Group Limited to provide property services to the Parent for a fixed monthly fee. For the three and nine months ended September 30, 2025, activities related to this service were $0.1 million and $0.3 million, respectively. Additionally, the Parent collects receivables from our customers on our behalf. As of September 30, 2025, $11.4 million related to these transitional service transactions and receivable collections has yet to be settled and is classified within related party receivables.
13. Segments
Informa TechTarget has determined it operates as a single operating and reportable segment. The Company generates revenue by providing market insight and market access to the technology market, including enterprise technology, artificial intelligence, channel, cybersecurity, media & entertainment, and service providers.
The CODM is the Chief Executive Officer. The CODM is the highest level of management responsible for assessing the Company’s overall performance, and making operational decisions such as resource allocations related to operations, product prioritization, and delegations of authority. The CODM has determined that the Company operates in a single operating and reportable segment. The accounting policies of this segment are the same as those described in the summary of significant accounting policies. The CODM’s assessment of performance and allocation of resources for the operating segment is based on consolidated net income. The CODM uses net income to evaluate income generated from the segment assets in deciding whether to reinvest profits into the segment or for acquisitions or to pay dividends. The CODM also uses net income in competitive analysis by benchmarking to the Company’s competitors. The measure of segment assets is reported on the balance sheet as total consolidated assets. There is no expense or asset information that is supplemental to those disclosed in these unaudited condensed consolidated financial statements and that is regularly provided to the CODM.
Significant expenses are presented on the unaudited condensed consolidated statement of income (loss) and comprehensive income (loss), which is regularly reviewed by the CODM. In addition, the CODM is regularly provided with direct staff costs as a significant expense, which was $70.4 million and $207.2 million for the three and nine months ended September 30, 2025, respectively, excluding costs related to the Restructuring Plan, and $38.8 million and $105.7 million for the three and nine months ended September 30, 2024, respectively.
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14. Subsequent Events
Corporate headquarters’ lease renewal:
On October 21, 2025, Informa TechTarget entered into an Amended and Restated Lease Agreement (the " Lease Agreement"), which amends the lease for the Company's corporate headquarters at 275 Grove Street, Newton, Massachusetts (the "275 Grove Street premises"). Pursuant to the Lease Agreement, the premises will be relocated and reduced from approximately 68,014 square feet to approximately 34,289 square feet, with the new term expiring ten years from the relocation date, which is expected to occur on or before May 1, 2026.
Commencing on the relocation date, the annual base rent for the 275 Grove Street premises will be approximately $1.1 million, subject to annual increases up to $1.5 million through the ten year lease term. For the period prior to the relocation date, the annual base rent is approximately $3.2 million. Pursuant to the terms set forth in the Lease Agreement, the Company is required to pay a reduction fee of $5.5 million and will receive a relocation allowance of approximately $1.5 million.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors including those discussed below and elsewhere in this Quarterly Report on Form 10-Q, in our Annual Report on Form 10-K for the year ended December 31, 2024 under Part I, Item 1A, “Risk Factors,” and in the other documents we file with the SEC. Please refer to "Cautionary Note Regarding Forward-Looking Statements” on page 44 of this Quarterly Report on Form 10-Q.
Overview
Background
Informa TechTarget, together with its subsidiaries, is a leading B2B growth accelerator, informing and influencing technology buyers and sellers globally.
Following a period of expansion, the specialist technology research business of Informa TechTarget is now among the largest providers of these services. Informa TechTarget employs expert analysts to create data-driven intelligence products 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.
Omdia, Industry Dive, NetLine, Canalys and Wards and Former TechTarget are important components of Informa TechTarget. These products or businesses and their portfolio of digital media brands inform, educate and influence tech buyers, creating engaged, specialist audiences and deliver first party data records. As of September 30, 2025, our business had more than 56.4 million registered members and users of our own media brands.
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: Intelligence & Advisory Brands
Specialist B2B Buyer Content: Brand & Content Brands
B2B Buyer Intent & Demand Brands
Omdia by Informa TechTarget
Industry Dive
NetLine
Canalys
Information Week
Wards Intelligence
Light Reading
Enterprise Strategy Group
AI Business
Industry background and trends
Informa TechTarget sits at the intersection of tech and B2B marketing, each dynamic innovative markets in its 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 and development (“R&D”) budgets provide a leading indicator of demand for its products and services. This growth in technology-related R&D is driving a new wave of investment and innovation, enhancing existing products and inspiring the next generation of products and services.
Over time, the scale of technology purchasing, particularly enterprise technology, has grown in size, resulting in B2B buying behavior becoming more complex. This complexity has led to longer sales cycles as more research is undertaken on purchasing technology products and platforms.
Typically, large technology decisions will involve a number of people across an organization from technology professionals to CIOs, CFOs and often CEOs. This research takes many forms, with an increasing amount conducted online, including by reading specialist content, reviews, information, product profiles and bespoke research, as well as through webinars and online discussions.
The majority of the B2B buyer journey is now completed before a buyer might contact the sales team of a vendor. For technology vendors, online presence and digital brand visibility are therefore critical, leading to more companies focusing spend on branded content services, thought leadership and whitepaper distribution, digital event participation and advertising on the most relevant platforms and media.
Management believes Informa TechTarget is at the center of this 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, 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.
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:
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Critical Accounting Policies and Use of Estimates
Preparation of the accompanying unaudited condensed consolidated financial statements requires management to make judgments, assumptions and estimates regarding uncertainties that could affect reported revenue, expenses, assets, liabilities and equity. The most significant areas where management’s judgments, assumptions and estimates impact the unaudited condensed consolidated financial statements are described below. Actual results in these areas could differ materially from management’s estimates under different assumptions and conditions. Significant accounting policies are described fully in Note 2. Significant Accounting Policies to the unaudited condensed consolidated financial statements included under Item 8. “Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2024.
Basis of presentation and corporate expense allocations
The accompanying unaudited condensed consolidated financial statements and related notes represent the business referred to as the Informa Tech Digital Business for the periods preceding the date of the Transactions and include the performance of Former TechTarget from the date of the closing of the Merger. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all normal, recurring adjustments have been included such that the unaudited condensed consolidated financial statements are fairly stated. The results of operations for the periods presented are not necessarily indicative of results to be expected for any other interim periods or for the full year. Prior to the Transaction, the Informa Tech Digital Business previously were operated as part of the Informa Tech division of Informa 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 Transaction, 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
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Tech Digital Business’ entities have been eliminated. Sale and purchase transactions between Informa TechTarget and other Informa affiliates are included in the condensed consolidated financial statements.
Accordingly, the accompanying unaudited condensed consolidated financial statements reflect some 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 unaudited condensed 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 unaudited condensed 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.
Revenue recognition
Revenue is recognized as Informa TechTarget satisfies a performance obligation, based upon transfer of control of promised products or services to clients in an amount that reflects the consideration to which Informa TechTarget expects to be entitled in exchange for those products or services. Some of Informa TechTarget’s performance obligations are satisfied over time as the product or service is transferred to the client. Performance obligations which are not satisfied over time are satisfied at a point in time.
Informa TechTarget enters into contracts that can include various combinations of its offerings which are generally capable of being distinct and accounted for as separate performance obligations.
When performance obligations are combined into a single contract, Informa TechTarget utilizes the relative stand-alone selling price of each product or service to allocate the transaction price among the performance obligations, which is generally determined based on the prices charged to the clients when sold on a stand alone basis or using expected cost plus a margin, with any discounts allocated across the performance obligations. Revenue for each category type of revenue is typically fixed at the date of the order and is not variable.
Revenue from fixed fee engagements is recognized over time as Informa TechTarget works to satisfy its performance obligations as Informa TechTarget generally has an enforceable right to payment for performance completed to date.
Goodwill, long-lived assets and impairment
As of September 30, 2025 and December 31, 2024, goodwill was $55.4 million and $973.4 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 September 30, 2025, the Company had five reporting units: Legacy TechTarget, Bluefin, NetLine, Industry Dive, and Canalys. The Company identified a sustained decline in share price during each of the first, second and third quarters of 2025 that, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, constituted an impairment triggering event for all reporting units. For the three months and nine months ended September 30, 2025, Informa TechTarget performed the required impairment tests of goodwill on its reporting units using a discounted cash flow model with the following key assumptions in the fair value calculations:
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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.
Based on the quantitative fair value testing, a goodwill impairment of $6.7 million and $41.9 million was recognized during the three and nine months ended September 30, 2025, respectively. The carrying value of goodwill in the Canalys reporting unit as of September 30, 2025 was $10.0 million post-impairment. For the three months ended September 30, 2025, a 5.2% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 7.5% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 5.0% increase in the weighted average EBITDA margin would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 5.7% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 100 basis-point change in the discount rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $2.0 million and $2.3 million, respectively. For the three months ended September 30, 2025, a 100 basis-point change in the long-term growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $1.3 million and $1.5 million, respectively. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.
Based on the quantitative fair value testing, a goodwill impairment of $13.3 million and $27.6 million was recognized during the three and nine months ended September 30, 2025, respectively. The carrying value of goodwill in the NetLine
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reporting unit as of September 30, 2025 was $13.9 million post-impairment. For the three months ended September 30, 2025, a 5.8% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 6.5% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 7.4% increase in the weighted average EBITDA margin would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 6.6% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 100 basis-point change in the discount rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $3.1 million and $3.6 million, respectively. For the three months ended September 30, 2025, a 100 basis-point change in the long-term growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $2.1 million and $2.4 million, respectively. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.
Legacy TechTarget
Based on the quantitative fair value testing, a goodwill impairment of $436.7 million was recognized during the nine months ended September 30, 2025. There was no carrying value of goodwill in the Legacy TechTarget reporting unit as of September 30, 2025 post-impairment.
Bluefin
Based on the quantitative fair value testing, a goodwill impairment of $32.2 million and $172.0 million was recognized during the three and nine months ended September 30, 2025, respectively. The carrying value of goodwill in the Bluefin reporting unit as of September 30, 2025 was $5.8 million post-impairment. For the three months ended September 30, 2025, a 6.3% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 1.1% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 3.9% increase in the weighted average EBITDA margin would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 0.6% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, an 80 basis-point increase in the discount rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 100 basis-point decrease in the discount rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have decreased the goodwill impairment recognized by $7.0 million. For the three months ended September 30, 2025, a 100 basis-point change in the long-term growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $4.0 million and $4.6 million, respectively. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.
Based on the quantitative fair value testing, a goodwill impairment of $28.1 million and $243.4 million was recognized during the three and nine months ended September 30, 2025, respectively. The carrying value of goodwill in the Industry Dive reporting unit as of September 30, 2025 was $25.7 million post-impairment. For the three months ended September 30, 2025, a 6.2% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 9.1% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 3.7% increase in the weighted average EBITDA margin would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 4.1% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 100 basis-point change in the discount rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $5.0 million and $5.7 million, respectively. For the three months ended September 30, 2025, a 100 basis-point change in the long-term growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $3.2 million and $3.7 million, respectively. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.
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Business Combinations
Informa TechTarget applies the purchase method of accounting to business combinations. All of the assets acquired, liabilities assumed, and contingent consideration is 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 management 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 unaudited condensed 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.
Components of Results of Operations
Revenue is disaggregated into four categories: Marketing, advertising services and sponsorship; Intelligence subscription services; Advisory services; and Exhibitor and attendee revenue.
These products and services are delivered under both short-term contracts that run for the length of a given marketing/sales program, typically less than nine months, and through integrated contracts exceeding 270 days (“longer-term contracts”) covering various client needs. Longer-term contracts include a range of annual subscription products, which are paid for in advance. In the three and nine months ended September 30, 2025, approximately 31% and 34% of our revenues were from longer-term contracts, respectively. In the three and nine months ended September 30, 2024, approximately 39% and 38% of our revenues were from longer-term contracts, respectively.
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 expenses consist primarily of salaries and related personnel costs, sales commissions, facility expenses, advertising costs, and other related overheads.
General and administrative expenses consist primarily of salaries and related personnel costs, facility expenses and related overheads, accounting, legal and other professional fees, bad debt provision, and stock-based compensation expenses.
Product development costs include the creation of Informa TechTarget's network of websites and data analytics framework, advertiser offerings and technical infrastructure that do not meet the criteria for capitalization.
Depreciation expense consists of the depreciation of property and equipment. Depreciation is calculated using the straight-line method over the estimated useful lives of the underlying property and equipment, ranging from three to five years.
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Amortization expense consists of the amortization of intangible assets. Intangible assets are amortized by using methods that are expected to reflect the estimated pattern of economic use or a straight-line basis over the estimated useful lives of the underlying assets.
Impairment of long-lived assets and goodwill
Impairment of long-lived assets and goodwill primarily relates to lease impairment and goodwill impairment in each of the Company’s reporting units.
Acquisition-related costs that are not part of purchase consideration are expensed as incurred. These costs typically include finder’s fees, legal, accounting, and other professional costs. Integration-related costs represent costs that relate directly to combining Informa TechTarget and its acquired businesses and are expensed as incurred. Integration-related costs typically include strategic consulting services, employee-related costs, such as retention and severance, costs to integrate information technology infrastructure, enterprise planning systems, processes, and other non-recurring integration-related costs.
Restructuring costs are expenses related to our Restructuring Plan and include severance pay, employee termination benefits, outplacement services, and associated administrative expenses incurred in connection with the Restructuring Plan.
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 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 consists of interest on related-party loans at the effective interest rate applicable and the unsecured five-year revolving Credit Facility. The interest rate on the unsecured revolving Credit Facility is variable.
Other income (expense), net consists primarily of unrealized/realized foreign currency transaction gains and losses. This 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 three and nine months ended September 30, 2025 and 2024:
Percent Change
2025 vs 2024
Revenues:
94
%
88
Total cost of revenues
99
92
85
152
(3
%)
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Amortization, excluding amortization included in cost of revenues
97
105
n.m.
(100
(7
(15
242
1319
(58
(61
(97
(73
472
423
1072
824
154
340
1195
Informa TechTarget restated its financial statements as of and for the three and nine months ended September 30, 2024. 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 to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Comparison of The Three Months Ended September 30, 2025 and 2024
Increase/(Decrease)
PercentChange
54,532
339
4,715
58
(172
(45
)%
Total revenues
59,414
Revenue for the three months ended September 30, 2025 was $122.3 million, an increase of $59.4 million, or 94%, compared to the three months ended September 30, 2024. The acquisition of Former TechTarget in December 2024 provided $46.2 million in marketing, advertising services, and sponsorship revenues, and $4.2 million in advisory services revenue to the three months ended September 30, 2025. Marketing, advertising services, and sponsorship revenues increased $8.3 million due to higher demand from returning customers compared to the prior year period.
Increase
47,350
23,814
23,536
Cost of revenues for the three months ended September 30, 2025 was $47.4 million, an increase of $23.5 million, or 99%, compared to the three months ended September 30, 2024. The increase is largely driven by the acquisition of Former TechTarget in December 2024, which contributed $15.1 million in labor and contracted costs in 2025. The remaining $8.4 million increase was primarily driven by increased labor and related costs due to our heightened focus on delivering our services to our customers as part of our integration.
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Operating expenses and other
21,612
2,674
323
143
10,623
(584
1,900
129,355
3,322
(848
2,257
29,398
Selling and marketing. Selling and marketing costs increased by $21.6 million, or 152%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $19.4 million, primarily in labor and related costs in 2025. The remaining $2.2 million increase was primarily driven by increased labor related costs due to our heightened focus on selling and marketing our services to our customers as part of our integration.
General and administrative. General and administrative costs increased by $2.7 million, or 15%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $11.8 million in 2025. This was offset by a $9.2 million reduction in costs due to a decrease in focus (primarily labor and related costs) on general and administrative and an increase in focus on cost of revenues.
Product development. Product development costs increased by $0.3 million, or 13% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $1.8 million in labor and related costs in 2025, offset by a decrease in labor and related costs from the prior year period of $1.5 million.
Depreciation. Depreciation expense increased $0.1 million, or 37% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, due to the acquisition of Former TechTarget in December 2024.
Amortization. Amortization expense increased $10.6 million, or 97% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024.
Impairment of goodwill. As a result of the impairment analysis in the three months ended September 30, 2025, an impairment charge of $80.3 million was recorded relating to the Canalys, Industry Dive, NetLine and Bluefin Legacy reporting units. Due to the continued decrease in our stock price and overall market capitalization, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, it was determined a triggering event occurred, indicating goodwill may be impaired. Accordingly, we conducted a quantitative impairment test of our goodwill at September 30, 2025. We estimate the implied fair value of our goodwill primarily using an income approach. Changes in the estimates or assumptions used in our quantitative impairment test could materially affect the determination of fair value and the associated goodwill impairment assessment. Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to continued increases in costs and other macroeconomic factors.
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Restructuring costs. Restructuring costs were $12.4 million for the three months ended September 30, 2025 compared to $0 for the three months ended September 30, 2024, due to the Restructuring Plan to improve operational efficiency and reduce costs implemented in August 2025.
Acquisition and integration costs. Acquisition and integration cost decreased $0.6 million, or (7%), for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to a $4.9 million reduction in acquisition costs compared to the prior year period. This was offset by the acquisition of Former TechTarget in December 2024, which contributed $4.3 million in integration costs.
Remeasurement of contingent consideration. In the three months ended September 30, 2025, there was no contingent consideration remeasurement due to no change in the fair value of the contingent consideration. Contingent consideration remeasurement in the three months ended September 30, 2024 was a loss of $1.9 million due to a revision to forecasts to reflect challenging macro-economic conditions, which impacted demand for core email and website sponsorship/advertising products, as technology companies cut back on investment.
Interest expense on related party loans. Interest expense on related party loans decreased $3.3 million, or (58%), in the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This reduction resulted from the August 2024 settlement of a related party loan originally established to finance the Industry Dive acquisition in fiscal 2022. The loan settlement eliminated associated interest obligations, reducing financing costs in the current reporting period and reflecting improved capital structure following debt resolution. During the three months ended September 30, 2025, interest expense was related to outstanding loans under the Credit Facility with Informa Group Holdings.
Interest income. Interest income decreased $0.8 million, or (97%), for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, due to decreased cash balances in the current period.
Other income (expense), net. Other income for the three months ended September 30, 2025 was $0.5 million, an increase of $2.3 million, or 130%, compared to the other expense of $1.7 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was driven by a reduction of foreign currency losses compared to the prior year period and the acquisition of Former TechTarget in December 2024, which contributed $1.2 million of foreign currency transaction gains in 2025.
Income tax benefit (expense). Income tax benefit for the three months ended September 30, 2025 was $33.0 million, an increase of $29.4 million compared to the income tax benefit of $3.6 million in the three months ended September 30, 2024. The effective tax rate was 30.0% and 17.0% for the three months ended September 30, 2025 and 2024, respectively. In 2025, the effective tax rate was primarily driven by a non-deductible goodwill impairment, which was not treated as a discrete item due to our history of impairments, and geographic mix of earnings. In 2024, the effective tax rate was primarily driven by non-taxable contingent consideration and non-deductible goodwill impairment.
Comparison of The Nine Months Ended September 30, 2025 and 2024
144,133
137
997
16,671
(184
-30
161,617
Revenue for the nine months ended September 30, 2025 was $346.1 million, an increase of $161.6 million, or 88%, compared to the nine months ended September 30, 2024. The acquisition of Former TechTarget in December 2024 provided $128.7 million in marketing, advertising services, and sponsorship revenues, and $12.8 million in advisory services revenue to the nine months ended September 30, 2025. Marketing, advertising services, and sponsorship revenues also increased $15.5 million due to higher demand from returning customers compared to the prior year period.
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142,674
74,484
68,190
Cost of revenues for the nine months ended September 30, 2025 was $142.7 million, an increase of $68.2 million, or 92%, compared to the nine months ended September 30, 2024. The increase is largely driven by the acquisition of Former TechTarget in December 2024, which contributed $52.2 million in labor and contracted costs in 2025. The remaining $16.0 million increase was primarily driven by increased labor and related costs due to our heightened focus on delivering our services to our customers as part of our integration.
64,106
10,307
(220
419
34,779
(2,019
(5,899
(2,264
1,033,221
11,097
(2,424
Other expense, net
(6,430
15,865
Selling and marketing. Selling and marketing costs increased by $64.1 million, or 152%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $56.2 million, primarily in labor and related costs in 2025. The remaining $7.9 million increase was primarily driven by our increased labor and related costs due to our heightened focus on selling and marketing our services to our customers as part of our integration.
General and administrative. General and administrative costs increased by $10.3 million, or 19%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $36.0 million in the nine months ended September 30, 2025. This was partially offset by a reduction in costs of $25.7 million due to a decrease in focus on general and administrative (primarily labor and related costs) and an increase in focus on cost of revenues and selling and marketing.
Product development. Product development costs decreased by $0.2 million, or (3)% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to a decrease of $5.1 million driven by a reduction in focus (primarily labor and related costs) on product development and an increase in focus on cost of revenues and selling and marketing. This was offset by the acquisition of Former TechTarget in December 2024 which contributed $4.9 million in labor and related costs.
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Depreciation. Depreciation expense increased $0.4 million, or 36% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, due to the acquisition of Former TechTarget in December 2024.
Amortization. Amortization expense increased $34.8 million, or 105% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, due to the acquisition of Former TechTarget in December 2024, which contributed $37.4 million in amortization expenses.
Impairment of goodwill. As a result of the impairment analysis in the first three quarters of 2025, an impairment charge of $921.6 million was recorded relating to the Canalys, Industry Dive, NetLine, Bluefin Legacy and legacy TechTarget reporting units for the nine months ended September 30, 2025. Due to the continued decrease in our stock price and overall market capitalization, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, it was determined a triggering event occurred, indicating goodwill may be impaired. Accordingly, we conducted a quantitative impairment test of our goodwill at September 30, 2025. We estimate the implied fair value of our goodwill primarily using an income approach. Changes in the estimates or assumptions used in our quantitative impairment test could materially affect the determination of fair value and the associated goodwill impairment assessment. Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to continued increases in costs and other macroeconomic factors.
Impairment of long-lived assets. We did not have any impairment of long-lived assets in the nine months ended September 30, 2025. Impairment of long-lived assets in the nine months ended September 30, 2024 was $2.0 million due to the exit from Industry Dive’s Washington, D.C. office in March 2024.
Restructuring costs. Restructuring costs were $12.4 million for the nine months ended September 30, 2025 compared to $0 for the nine months ended September 30, 2024, due to the Restructuring Plan to improve operational efficiency and reduce costs implemented in August 2025.
Acquisition and Integration Costs. Acquisition and integration expense decreased $5.9 million, or (15)%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The acquisition of Former TechTarget in December 2024 contributed $15.9 million as part of the integration in 2025. The $21.8 million decrease was a result of decreased professional fees incurred in 2024 associated with the Transaction.
Remeasurement of contingent consideration. In the nine months ended September 30, 2025, there was no contingent consideration remeasurement due to no change in the fair value of the contingent consideration. Contingent consideration remeasurement in the nine months ended September 30, 2024 was a loss of $2.3 million due to a revision to forecasts to reflect challenging macro-economic conditions, which impacted demand for core email and website sponsorship/advertising products, as technology companies cut back on investment.
Interest expense on related party loans. Interest expense on related party loans decreased $11.1 million, or (61)%, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This significant reduction resulted from the August 2024 settlement of a related party loan originally established to finance the Industry Dive acquisition in fiscal 2022. The loan settlement eliminated associated interest obligations, substantially reducing financing costs in the current reporting period and reflecting improved capital structure following debt resolution. During the nine months ended September 30, 2025, interest expense was related to outstanding loans under the Credit Facility with Informa Group Holdings.
Interest income. Interest income decreased $2.4 million, or (73)%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, due to lower cash balances in the current period.
Other Expense, net. Other expense increased by $6.4 million, or 472%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The acquisition of Former TechTarget in December 2024 contributed $3.4 million of foreign currency transaction losses in the nine months ended September 30, 2025. The remaining increase in expense is primarily related to the increase in foreign currency transactions.
Income tax benefit. Income tax benefit for the nine months ended September 30, 2025 was $26.2 million, an increase of $15.9 million compared to the income tax benefit of $10.3 million in the nine months ended September 30, 2024. The effective tax rate was 2.6% and 11.8% for the nine months ended September 30, 2025 and 2024, respectively. In 2025, the effective tax rate was primarily driven by a non-deductible goodwill impairment, which was not treated as a discrete item due to our history of impairments, and geographic mix of earnings. In 2024, the effective tax rate was primarily driven by non-taxable contingent consideration and non-deductible goodwill impairment.
Liquidity and Capital Resources
At September 30, 2025, our cash and cash equivalents totaled $46.3 million. We utilized cash, short-term investments and $135.0 million of our $250.0 million revolving Credit Facility with Informa to retire approximately $417.0 million of our
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convertible debt on January 24, 2025. As of September 30, 2025, Informa TechTarget had $120.0 million drawn on the revolving Credit Facility. We believe that our existing cash and cash equivalents plus our remaining availability under the revolving Credit Facility will be sufficient to meet our anticipated cash needs for at least the next 12 months.
Informa TechTarget’s primary recurring use of cash is payment of operating costs, which consist primarily of employee-related expenses, such as compensation and benefits, as well as operating expenses for product development, marketing, facilities and overhead costs.
Cash Flows
Cash flows provided by operating activities for the nine months ended September 30, 2025 was $4.6 million, a $40.2 million increase compared to the operating cash outflow for the nine months ended September 30, 2024, primarily due to an increase in net loss of $921.7 million as adjusted for non-cash items, which were mainly impacted by (i) higher amortization of $45.1 million due to the acquisition of Former TechTarget and (ii) the combined net impact of the impairment of goodwill related to the Canalys, Industry Dive, NetLine Bluefin Legacy and legacy TechTarget reporting units of $921.6 million.
Cash flows provided by (used in) investing activities were $62.6 million and $(4.9) million for the nine months ended September 30, 2025 and 2024, respectively. The inflows in the nine months ended September 30, 2025 reflected the sale of short-term investments of $76.8 million. The outflows in the nine months ended September 30, 2024 reflected increased intangible assets of $4.6 million mainly relating to product development and internally generated software.
Cash flows provided by (used in) financing activities were $(297.7) million and $51.0 million for the nine months ended September 30, 2025 and 2024, respectively. The significant outflow in the nine months ended September 30, 2025 was due to the repayment of convertible notes of $417.0 million, partially offset by net borrowings under our Credit Facility of $120.0 million. The inflow for the nine months ended September 30, 2024 was due to amounts received from related parties as part of cash pooling arrangements, partially offset by net cash outflows from net Parent investment.
Off Balance Sheet Arrangements
As of September 30, 2025 and December 31, 2024, Informa TechTarget did not have any significant off-balance sheet arrangements.
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Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains “forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934 as amended (the “Exchange Act”), 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 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 Restructuring Plan; the continued remediation of 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 Informa Tech Digital Business 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 IT industries; data privacy and artificial intelligence 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 SEC.
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 Quarterly Report.
Any forward-looking statements speak only as of the date of this Quarterly 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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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign exchange rates and interest rates. We do not hold or issue financial instruments for trading purposes.
Foreign currency exchange risk
We currently have subsidiaries in the United Kingdom, Hong Kong, China, Australia, Singapore, Germany and France. Approximately 26% and 27% of our revenues for the three and nine months ended September 30, 2025, respectively, were derived from customers with billing addresses outside of the United States and our foreign exchange losses were not significant. Additionally, we are exposed to foreign exchange risk related to operational expenses incurred, primarily labor costs, most predominantly between the British pound and the United States dollar. Changes in the exchange rate between the British pound and the US dollar can impact our financial results when these foreign currency transactions are converted to US dollars. We continue 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 we cannot forecast with reliable accuracy. Our continued international expansion increases our exposure to exchange rate fluctuations and as a result such fluctuations could have a significant impact on our future results of operations. We also maintain receivables and cash accounts denominated
In addition, our foreign subsidiaries have certain amounts of Goodwill and Intangibles which expose us to foreign currency exchange rate fluctuations. These exchange rate fluctuations are included as a component of other comprehensive (loss) income.
Interest rate risk
At September 30, 2025, we had cash and cash equivalents totaling $46.3 million. The cash and cash equivalents were held for working capital purposes. Due to the short-term nature of these investments, we believe that we do not have any material exposure to changes in the fair value of our 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 per year.
Inflation
Although we cannot accurately anticipate the future effect of inflation on our financial condition or results of operations, inflation historically has not had a material impact on our operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases for services. Our inability to do so could harm our business, financial condition or results of operations.
Item 4. Controls and Procedures
Limitations on effectiveness of controls and procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of our controls and procedures relative to their costs.
Evaluation of disclosure controls and procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of September 30, 2025, due to the material weaknesses in our internal control over financial reporting as described below.
Notwithstanding the material weaknesses, and based on the additional analyses and other procedures management performed, we have concluded that our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q state fairly, in all material respects, our financial position and results of operations and cash flows as of each of the dates, and for each of the periods, in accordance with generally accepted accounting principles in the United States of America.
Material weaknesses in internal control over financial reporting
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. As previously disclosed, management identified the following material weaknesses in internal control over financial reporting as of December 31, 2024, which remained unremediated as of September 30, 2025:
These material weaknesses contributed to the following additional material weaknesses:
The material weaknesses related to the lack of sufficient complement of personnel with an appropriate level of internal controls and accounting knowledge, training and experience, risk assessment, lack of effective controls over the period-end financial reporting process, lack of effective controls related to non-routine, unusual or complex transactions, and the lack of effective control activities related to all significant accounts and disclosures resulted in the restatement of the Company’s financial statements as of December 31, 2023 and for the years ended December 31, 2023 and 2022, including opening net parent investment, and for the three months, six months and nine months ended March 31, 2024 and 2023, June 30, 2024 and 2023 and September 30, 2024 and 2023, respectively; and adjustments recorded in conjunction with the preparation of the financial statements as of and for the year ended December 31, 2024 related to acquisition and integration related costs and certain accrued expenses.
Additionally, the material weaknesses could result in a misstatement of the consolidated financial statements and disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
In addition to the foregoing, we did not design and maintain effective controls over information technology (“IT”) general controls for information systems that are relevant to the preparation of our consolidated financial statements, specifically, with respect to: (i) program change management controls for financial systems to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized, and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate company personnel; (iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored; and (iv) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements. These IT deficiencies did not result in a misstatement to the consolidated financial statements; however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. Accordingly, management has determined these deficiencies in the aggregate constitute a material weakness.
Remediation of Previously Identified Material Weaknesses
With the oversight of the Audit Committee of the Board of Directors, management is in the process of developing a detailed remediation plan to address the material weaknesses. Elements of the plan include the following:
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The process of designing and maintaining effective internal control over financial reporting is a continuous effort that requires management to anticipate and react to changes in our business, economic, and regulatory environments and to expend significant resources. As we continue to evaluate our internal control over financial reporting, we may take additional actions to remediate the material weaknesses or modify the remediation actions described above.
While we will devote significant time and attention to these remediation efforts, the material weaknesses will not be considered remediated until management completes the design and implementation of the actions described above and the controls operate for a sufficient period of time, and management has concluded, through testing, that these controls are effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time and in the ordinary course of business, the Company may be subject to various claims and proceedings. 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 we believe could have a material adverse effect on our business, operating results or financial condition.
Item 1A. Risk Factors
Our business is subject to a number of risks that could have a material effect on our business, results of operations, financial condition and/or liquidity and that could cause our operating results to vary significantly from period to period. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors we have previously disclosed in Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on May 28, 2025. We may disclose changes to any risk factors presented or disclose additional factors from time to time in our future filings with the SEC.
Item 5. Other Information
Trading Plans
There were no Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted, modified, or terminated by any directors or officers (as defined in Rule 16a-1(f)) of the Company during the quarterly period covered by this report.
Item 6. Exhibits
Incorporated by Reference
Exhibit
Number
Exhibit Description
Filed
Herewith
Form
Filing Date
Registration/File No.
*2.1
Agreement and Plan of Merger, dated as of January 10, 2024, by and among TechTarget, Inc., Toro CombineCo, Inc., Toro Acquisition Sub, LLC, Informa PLC, Informa US Holdings Limited, and Informa Intrepid Holdings Inc.
8-K
2.1
1/11/2023
001-33472
3.1
Amended and Restated Certificate of Incorporation of the Registrant, dated December 2, 2024.
3.2
12/06/2024
001-42428
Amended and Restated Bylaws of the Registrant, dated December 2, 2024.
3.3
10.1
Release of Claims Agreement, dated as of August 1, 2025, between Rebecca Kitchens and TechTarget, Inc.
X
10.2
Short-Term Incentive Plan
31.1
Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(A) And 15d-14(A), As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002
31.2
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(A) And 15d-14(A), As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002
32.1
Certification by Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline eXtensible Business Reporting Language (XBRL) Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Certain annexes to the Agreement and Plan of Merger have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Certain schedules, annexes and exhibits to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules, annexes and exhibits to the U.S. Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
November 10, 2025
By:
/s/ Gary Nugent
Gary Nugent
Chief Executive Officer and Director
(principal executive officer)
Date
/s/ Daniel T. Noreck
Daniel T. Noreck
Chief Financial Officer and Treasury
(principal financial and accounting officer)