TechTarget Inc

Report of Indepe ndent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of TechTarget, Inc. and its subsidiaries (the "Company") as of December 31, 2024, and the related consolidated statements of income (loss) and comprehensive income (loss), of stockholders’ equity and of cash flows for the year then ended, including the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Restatement of and Adjustments to Previously Issued Financial Statements

We also have audited the adjustments to i) restate the 2023 and 2022 consolidated financial statements to correct errors as described in Note 1; ii) retrospectively apply the change in accounting for segments as described in Note 15; iii) disclose the net income (loss) per share information as described in Note 2; and iv) retrospectively reflect the internal restructuring and consolidation of the Accounting Predecessor in the 2023 and 2022 financial statements as described in Note 1. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review or apply any procedures to the 2023 or 2022 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2023 or 2022 consolidated financial statements taken as a whole.

Basis for Opinion

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

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

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

Critical Audit Matters

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

Goodwill Impairment Assessment – Industry Dive Reporting Unit

As described in Notes 2 and 6 to the consolidated financial statements, the Company’s consolidated goodwill balance was $973.4 million as of December 31, 2024, and the goodwill associated with the Industry Dive reporting unit was $186.1 million. Goodwill is tested for impairment at least annually, during the fourth quarter, or when events and circumstances indicate an impairment may have occurred. In assessing goodwill for impairment, management may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative impairment assessment concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, management performs the quantitative goodwill impairment test, which compares the fair value of the reporting unit to its carrying value. In conjunction with the annual impairment analysis performed on December 31, 2024, management identified a sustained decline in share price into the fourth quarter of 2024 as an impairment trigger for all reporting units and, accordingly, performed a quantitative goodwill impairment assessment. Management estimates the fair value of the Company’s reporting units primarily using an income approach. The key assumptions used in the fair value calculation were forecasted revenue growth rate and EBITDA margin, discount rate, long-term growth rate, tax rate, capital expenditure rate, and net working capital rate. At December 31, 2024, management recognized $66.2 million of impairment related to the Industry Dive reporting unit.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Industry Dive reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting unit; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the forecasted revenue growth rate and EBITDA margin, discount rate, long-term growth rate, tax rate, capital expenditure rate, and net working capital rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

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

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

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

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

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

/s/PricewaterhouseCoopers LLP

Boston, Massachusetts

May 28, 2025

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

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Informa PLC

Opinion on the Financial Statements

We have audited the combined balance sheet of Informa Tech Digital Businesses of Informa PLC (the “Business” and the Accounting Predecessor to TechTarget, Inc.) as of December 31, 2023, and the related combined statements of income and comprehensive income (loss), changes in equity and cash flows for each of the two years in the period ended December 31, 2023, including the related notes (collectively referred to as the “combined financial statements”), before the effects of the adjustments i) for the correction of the errors as described in Note 1; ii) to retrospectively apply the changes in accounting for segments as described in Note 15; iii) to disclose the net income (loss) per share information as described in Note 2; and iv) to retrospectively reflect the internal restructuring and consolidation of the Accounting Predecessor in the 2023 and 2022 financial statements as described in Note 1.

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

We were not engaged to audit, review, or apply any procedures to the adjustments i) for the correction of the errors as described in Note 1; ii) to retrospectively apply the changes in accounting for segments as described in Note 15; iii) to disclose the net income (loss) per share information as described in Note 2; and iv) to retrospectively reflect the internal restructuring and consolidation of the Accounting Predecessor in the 2023 and 2022 financial statements as described in Note 1 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by other auditors.

Basis for Opinion

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

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

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

/s/PricewaterhouseCoopers LLP

London, United Kingdom

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

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