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TechTarget, Inc.

For the period ended Dec 31, 2025. Filed Mar 11, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 11, 2026

TTGT$2.64-23.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-05-28.

0000950170-25-078416

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

Current report: 10-K

Period ended 2025-12-31; filed 2026-03-11.

0001193125-26-102183

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 158 previous paragraphs and 136 current paragraphs.

72 unchanged; 47 reworded; 17 added; 39 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 9 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (17)

Current report

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

Current report

Based on the quantitative fair value testing, a goodwill impairment of $0.7 million and $42.7 million was recognized during the three and twelve months ended December 31, 2025, respectively. The carrying value of goodwill in the Canalys reporting unit as of December 31, 2025 was $9.4 million post-impairment. For the three months ended December 31, 2025, a 0.5% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period. For the three months ended December 31, 2025, a 9.7% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of December 31, 2025, would have resulted in all goodwill being impaired. For the three months ended December 31, 2025, a 0.3% increase in the weighted average EBITDA margin would have resulted in no impairment in the period. For the three months ended December 31, 2025, a 6.3% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of December 31, 2025 would have resulted in all goodwill being impaired. For the three months ended December 31, 2025, a 100 basis-point increase in the discount rate used for the goodwill assessment over this reporting unit as of December 31, 2025 would have increased the goodwill impairment recognized by $2.0 million. For the three months ended December 31, 2025, a 30 basis-point decrease in the discount rate used for the goodwill assessment over this reporting unit as of December 31, 2025 would have resulted in no impairment in the period. For the three months ended December 31, 2025, a 100 basis-point change in the long-term growth rate used for the goodwill assessment over this reporting unit as of December 31, 2025, would have increased or decreased the goodwill impairment recognized by $2.0 million and $1.0 million, respectively. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

Current report

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

Current report

Based on the quantitative fair value testing, a goodwill impairment of $2.1 million and $174.1 million was recognized during the three and twelve months ended December 31, 2025, respectively. The carrying value of goodwill in the Bluefin reporting unit as of December 31, 2025 was $3.7 million post-impairment. For the three months ended December 31, 2025, a 1.7% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of December 31, 2025 would have resulted in all goodwill being impaired. For the three months ended December 31, 2025, a 0.8% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of December 31, 2025, would have resulted in all goodwill being impaired. For the three months ended December 31, 2025, a 100 basis-point increase in the discount rate used for the goodwill assessment over this reporting unit as of December 31, 2025 would have increased the goodwill impairment recognized by $5.5 million. For the three months ended December 31, 2025, a 100 basis-point decrease in the long-term growth rate used for the goodwill assessment over this reporting unit as of December 31, 2025 would have increased the goodwill impairment recognized by $3.4 million. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

Current report

Based on the quantitative fair value testing, there was no impairment recognized during the three months ended December 31, 2025. A goodwill impairment of $243.4 million was recognized during the year ended December 31, 2025. The carrying value of goodwill in the Industry Dive reporting unit as of December 31, 2025 was $25.7 million post-impairment. For the three months ended December 31, 2025, a 10.0% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of December 31, 2025, would have increased the goodwill impairment recognized by $11.1 million. For the three months ended December 31, 2025, a 6.2% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of December 31, 2025 would have resulted in all goodwill being impaired. For the three months ended December 31, 2025, a 100 basis-point increase in the discount rate used for the goodwill assessment over this reporting unit as of December 31, 2025 would not have resulted in goodwill impairment. For the three months ended December 31, 2025, a 100 basis-point decrease in the long-term growth rate used for the goodwill assessment over this reporting unit as of December 31, 2025 would not have resulted in goodwill impairment. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

Current report

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

Current report

Cost of revenues for fiscal 2025 was $193.5 million, an increase of $86.3 million, or 80%, compared to fiscal 2024. The inclusion of a full year of Former TechTarget, following its acquisition in December 2024, increased cost of revenues by $66.3 million for fiscal 2025. The remaining $20.0 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.

Current report

Product Development. Product development costs decreased by $0.6 million, or 5%, in fiscal 2025 compared to fiscal 2024. While the acquisition of Former TechTarget in December 2024 resulted in a full-year inclusion of costs that added $5.8 million, this was more than offset by a decrease in labor and related expenses and by higher staff cost capitalization.

Current report

Depreciation. Depreciation expense increased $0.8 million, or 47%, in fiscal 2025 compared to fiscal 2024, due to the acquisition of Former TechTarget in December 2024.

Current report

Amortization. Amortization expense increased $41.8 million, or 87%, in fiscal 2025 compared to fiscal 2024, primarily due to the increased amount of intangible assets as a result of the Merger.

Current report

Restructuring costs. Restructuring costs were $14.7 million for fiscal 2025 compared to $0 for fiscal 2024, due to the Restructuring Plan to improve operational efficiency and reduce costs implemented in August 2025.

Current report

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

Current report

Interest Income. Interest income decreased $3.2 million, or -77%, in fiscal 2025 compared to fiscal 2024, primarily due to decreased cash balances in the current year.

Current report

Other expense. Other expense increased by $10.8 million, or 327%, in fiscal 2025 compared to fiscal 2024, due to unrealized losses on intercompany balances denominated in foreign currencies. For fiscal 2025, intercompany balances denominated in foreign currencies resulted in unrealized losses totaling $8.4 million compared to $5.3 million of unrealized gains in fiscal 2024.

Current report

Operating cash inflow for fiscal 2025 was $16.3 million, a $81.2 million increase compared to the operating cash outflow for fiscal 2024 of $64.9 million. The cash inflow in 2025 was primarily driven by increases in accounts payable of $10.2 million and contract liabilities of $4.5 million. The cash outflow in 2024 was primarily driven by a $29.0 million decrease in related party payables.

Current report

Operating cash outflow for fiscal 2024 was $64.9 million, a $52.3 million increase compared to the operating cash outflow for fiscal 2023 of $12.5 million. The cash outflow in 2024 was primarily driven by a $29.0 million decrease in related party payables. The cash outflow in 2023 was primarily driven by a $8.3 million decrease in contract liabilities
Removed paragraphs (39)

Previous report

The quantitative fair value test for the Canalys reporting unit utilized the most recent cash flow projections for the reporting unit as revised in the fourth quarter of 2024 to reflect current market conditions and current trends in business performance. The quantitative assessment utilized a long-term growth rate of 3.0%, a weighted average forecasted revenue growth rate of 9.1%, a weighted average forecasted EBITDA margin of 38.0%, net working capital rate of 5.0% and a discount rate of 13% in the estimation of the reporting unit’s fair value. After completing the testing, the fair value of the reporting unit exceeded its carrying value by approximately 60.3%, and therefore, there was no impairment to goodwill. The carrying value of the goodwill in the Canalys reporting unit as of December 31, 2024 was $49.3 million.

Previous report

The quantitative fair value test for the Legacy TechTarget reporting unit utilized the cash flow projections as of the closing of the Merger, December 2, 2024, for the reporting unit to reflect current market conditions and current trends in business performance. The quantitative assessment utilized a long-term growth rate of 3.0%, a weighted average forecasted revenue growth rate of 10.9%, a weighted average forecasted EBITDA margin of 32.9%, a net working capital rate of 5.1% and a discount rate of 10.4% in the estimation of the reporting unit’s fair value. After completing the testing, the fair value of the reporting unit exceeded its carrying value by less than one percent. There was no impairment to goodwill as of December 31, 2024. The carrying value of goodwill in the Legacy TechTarget reporting unit as of December 31, 2024 was $436.7 million.

Previous report

The quantitative fair value test for the Bluefin reporting unit utilized the most recent cash flow projections for the reporting unit as revised in the fourth quarter of 2024 to reflect current market conditions and current trends in business performance. The quantitative assessment utilized a long-term growth rate of 3%, a weighted average forecasted revenue growth rate of 6.7%, a weighted average forecasted EBITDA margin of 26.0%, a net working capital rate of 5.0% and a discount rate of 13.5% in the estimation of the reporting unit’s fair value. After completing the testing, the fair value of the reporting unit exceeded its carrying value by approximately 21.4%, and therefore, there was no impairment to goodwill. The carrying value of goodwill in the Bluefin reporting unit as of December 31, 2024 was $176.8 million.

Previous report

During the fourth quarter of 2024, as a result of the lower realized pricing attributable to shifts in the coverage mix for certain products, discontinuation of certain products as a result of the impact of recent legislation, and revised expectations of future selling, advertising, and promotion costs required to mitigate further revenue erosion, the Company’s assessment of future business performance indicated that the reporting unit’s future financial results were below the assumptions used in the last quantitative fair value test as of December 31, 2023. After considering the limited headroom as a result of the impairment to goodwill of the Industry Dive reporting unit when last tested on December 31, 2023, the Company determined that due to these changes in facts and circumstances, as well as increases in market interest rates during the fourth quarter of 2024, the Industry Dive reporting unit was impaired. The quantitative assessment utilized a long-term growth rate of 3.0%, a weighted average forecasted revenue growth rate of 6.6%, a weighted average forecasted EBITDA margin of 24.2%, a net working capital rate of 5.0% and a discount rate of 10.5% in the estimation of the reporting unit’s fair value. Based on the quantitative fair value testing, a goodwill impairment of $66.2 million was recognized. The carrying value of goodwill in the Industry Dive reporting unit as of December 31, 2024 was $186.1 million post impairment.

Previous report

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

Previous report

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

Previous report

The fair value of Industry Dive was determined by discounting its projected cash flows at the post-tax discount rate of 12.1% and using a 2.2% long-term growth rate, as determined following the methodology above. A sensitivity analysis considered the impact of changes to several key assumptions that were considered in isolated scenarios, including a hypothetical 10% reduction in all cash flow years including the perpetuity year, a 1% increase in the discount rate, and a 0.50% reduction in the long-term growth rate, with higher total levels of impairment ranging from $150.1 million to $177.1 million under these sensitivities scenarios.

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

Revenue for the fiscal year ended December 31, 2024 (“fiscal 2024”) was $284.9 million, an increase of $32.8 million, or 13%, compared to the fiscal year ended December 31, 2023 (“fiscal 2023”). The inclusion of a full year of Canalys results, following its acquisition in September 2023, increased revenues for Intelligence subscription services by $6.2 million and Advisory services by $2.0 million in fiscal 2024. The acquisition of Former TechTarget in December 2024 provided $22.9 million in revenues, primarily in marketing, advertising services and sponsorship. All other revenue streams performed consistent compared to fiscal 2023.

Previous report

Cost of revenues for fiscal 2024 was $107.3 million, an increase of $8.4 million, or 9%, compared to fiscal 2023. The increase is largely driven by the acquisition of Former TechTarget in December 2024, which contributed $5.0 million in labor and contracted costs. Payroll related costs increased $4.4 million in fiscal 2024, including $1.6 million due to a full year of Canalys results following its acquisition in September 2023. The increase was partially offset by a $1.8 million decrease in web and data based costs due to a decrease in costs related to marketing, advertising services and sponsorship revenue stream.

Previous report

Product Development. Product development costs increased by $0.4 million, or 3%, in fiscal 2024 compared to fiscal 2023, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $0.8 million in labor and related costs. This was offset by a decrease in labor and related costs by $0.6 million due to efficiencies gained through business combinations in prior years.

Previous report

Depreciation. Depreciation expense increased $0.7 million, or 80%, in fiscal 2024 compared to fiscal 2023, due to the investment in office space across the Asia Pacific region in the fourth quarter of fiscal 2023. The acquisition of Former TechTarget in December 2024 did not have a material impact on the balance.

Previous report

Amortization. Amortization expense increased $5.9 million, or 14%, in fiscal 2024 compared to fiscal 2023, primarily due to the amortization of acquired intangible assets of Canalys following its acquisition in September 2023, as well as changes in foreign exchange rates, specifically U.S. dollars (“USD”) versus Great British Pounds (“GBP”). The acquisition of Former TechTarget in December 2024 also contributed $3.8 million in amortization expenses.

Previous report

Acquisition and Integration Costs. Acquisition and integration expense increased $42.2 million, or 695%, in fiscal 2024 compared to fiscal 2023, primarily due to $39.7 million of acquisition costs incurred in fiscal 2024 relating to the Transaction, including legal, other professional accounting and advisory costs. The remaining movement reflects the increase in integration costs of $2.8 million related to the Transaction and $1.1 million related to the previous acquisitions of Canalys and NetLine, partially offset by a decrease in integration costs of $0.4 million related to the acquisition of Industry Dive.

Previous report

Interest Income. Interest income increased $0.7 million, or 19%, in fiscal 2024 compared to fiscal 2023, primarily due to the acquisition of Former TechTarget which contributed $1.1 million, partially offset by a $0.4 million decrease in interest received on lower average outstanding balances of related party loans in fiscal 2024 compared to fiscal 2023.

Previous report

Other Income (expense). Other income (expense) increased by $4.2 million, or 479%, in fiscal 2024 compared to fiscal 2023, primarily due to a gain on the mark to market revaluation of convertible notes of $2.1 million and realized and unrealized gains from settling intercompany balances denominated in foreign currencies due to the Transaction.

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

Impairment of Goodwill. Impairment of goodwill assets for fiscal 2023 was $139.6 million. The impairment was attributed to a reduction in the fair value of the Industry Dive Business reporting unit, following a revision to long-term forecasts to reflect the challenging macro-economic conditions, which impacted demand for its core email and website sponsorship/advertising products, as technology companies cut back on investment.

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

Operating cash outflow for fiscal 2024 was $64.9 million, a $52.3 million increase compared to the operating cash outflow for fiscal 2023, primarily due to an increase in net loss as adjusted for non-cash items, which were mainly impacted by (i) higher amortization due to the acquisition of Former TechTarget and including the full year of Canalys and (ii) the combined net impact of the impairment of goodwill and remeasurement of contingent consideration, both related to Industry Dive. With respect to changes in operating assets and liabilities, the primary change was driven by a decrease to the related party payables due to the timing of settlements, prepaid expenses and accounts receivables, and offset by accrued expenses.

Previous report

Operating cash outflow for fiscal 2023 was $12.5 million, a $40.6 million decrease compared to the operating cash inflow for fiscal 2022, primarily due to a decrease in net income as adjusted for non-cash items, which were mainly impacted by (i) higher amortization due to the acquisition of Canalys and including the full year of Industry Dive and (ii) the combined net impact of the impairment of goodwill and remeasurement of contingent consideration, both related to Industry Dive. With respect to changes in operating assets and liabilities, related party payables decreased due to the timing of settlements.
Reworded paragraphs (47)

Previous wording

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

Current wording

Informa TechTarget helps technology companies accelerate growth through first party B2B data, market insight and market access.

Previous wording

Following a period of expansion, the specialist technology research business of Informa TechTarget is now among the largest providers of these services. It employs more than 300 expert analysts 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.

Current wording

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

Previous wording

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 and specialist audiences.

Current wording

Through the Omdia brand, which now incorporates the formerly separate specialist brands Canalys, Wards Intelligence and Enterprise Strategy Group, we provide research and intelligence services to technology providers based on expert analysis and data-driven intelligence and reports. These products or businesses and their portfolio of digital media brands inform, educate and influence tech buyers, creating engaged and specialist audiences.

Previous wording

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

Current wording

For Informa TechTarget, investment in innovation and growth in 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.

Previous wording

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.

Current wording

The majority of the B2B buyer journey is now completed before a buyer might contact the sales team of a vendor. For technology vendors, online presence and digital brand visibility are therefore critical, leading to more companies focusing their spend on branded content services, thought leadership and whitepaper distribution, digital event participation and advertising on the most relevant platforms and media.

Previous wording

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.

Current wording

Management believes Informa TechTarget is at the center of this B2B buyer behavior, delivering highly relevant content and research to technology buyers that informs, educates and influences them along the different stages of their buyer journey.

Previous wording

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.

Current wording

These interactions with the content — who reads what, who clicks to find out more, how long buyers spend on specific websites, which white papers do they read, which webinars do they join, etc. — and general online behavior, when captured, enriched and analyzed, provide deep insights into who potential customers are, what products and services they might be interested in, where they are in their purchasing cycle and how significant is the intent to purchase.

Previous wording

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.

Current wording

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, 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.

Previous wording

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

Current wording

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

Previous wording

Intelligence subscription services: Operating through the Omdia brand, as well as niche brands Canalys and Wards Intelligence, the specialist tech research business is primarily an “intelligence” subscription service, providing clients with a core “data backbone” in addition to qualitative analyst-produced content across the technology industry spectrum. The data is typically comprised of market trackers, market sizing, market share analyses and forecasts, and is complimented by expert industry reports, analyst opinions and an “Ask an Analyst” service. Covering more than 3,000 topics and tracking over 12,000 companies, the businesses’ 300+ expert analysts and consultants provide quantitative and qualitative insights that help companies make better decisions, faster.

Current wording

Intelligence subscription services: Operating through the Omdia brand, the specialist tech research business is primarily an “intelligence” subscription service, providing clients with a core “data backbone” in addition to qualitative analyst-produced content across the technology industry spectrum. The data is typically comprised of market trackers, market sizing, market share analyses and forecasts, and is complimented by expert industry reports, analyst opinions and an “Ask an Analyst” service. Covering more than 3,000 topics and tracking over 12,000 companies, the businesses’ 300+ expert analysts and consultants provide quantitative and qualitative insights that help companies make better decisions, faster.

Previous wording

IT Deal Alert: A comprehensive B2B technology solution that collects and analyzes purchase intent data from actively engaging enterprise technology professionals across the Company's website network and BrightTALK(TM) webinar platform. The suite includes two key products. Priority Engine™ is a subscription service that enables direct engagement with targeted prospects by identifying and prioritizing potential customers actively researching technology purchases using proprietary Activity Intelligence(TM) and integrates this data with major CRM and marketing automation platforms. Qualified Sales Opportunities™ is a profiling service that surveys and interviews technology professionals showing purchase intent, providing detailed information on ongoing purchase projects, including project scope, purchase criteria, and vendor considerations and delivers these as sales qualified leads.

Current wording

Intent: A comprehensive B2B technology solution that collects and analyzes purchase intent data from actively engaging enterprise technology professionals across the Company's website network and BrightTALK(TM) webinar platform. The suite includes two key products. Informa TechTarget Portal is a subscription service that enables direct engagement with targeted prospects by identifying and prioritizing potential customers actively researching technology purchases using proprietary Activity Intelligence(TM) and integrates this data with major CRM and marketing automation platforms. Qualified Sales Opportunities™ is a profiling service that surveys and interviews technology professionals showing purchase intent, providing detailed information on ongoing purchase projects, including project scope, purchase criteria, and vendor considerations and delivers these as sales qualified leads.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Prior to the Contribution, the Informa Tech Digital Businesses 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 Contribution, have been derived from Informa’s historical accounting records and are presented on a carve-out basis. Intercompany transactions, profits and balances among the Informa Tech Digital Businesses’ entities have been eliminated. Sale and purchase transactions between Informa TechTarget and other Informa affiliates are included in the consolidated financial statements.

Previous wording

During the year ended December 31, 2024, the Company operated as one segment. In January 2025, the Company’s Chief Executive Officer (its Chief Operating Decision Maker), in order to better execute the strategic vision of the Merger, began the integration and reorganization of the combined businesses. The Company expects to complete the integration and reorganization, including the establishment and reporting of information such as key performance indicators for the following business segments: Intelligence and Advisory and Brand to Demand, which the Company will report on once the ability to assess performance and make resource allocation is complete.

Current wording

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

Previous wording

When performance obligations are combined into a single contract, Informa TechTarget utilizes the relative stand-alone selling price (“SSP”) of each product or service to allocate the transaction price among the performance obligations, which is generally determined based on the prices charged to the clients when sold on a stand-alone basis or using expected cost plus a margin, with any discounts allocated across the performance obligations. Revenue for each category type of revenue is typically fixed at the date of the order and is not variable.

Current wording

When performance obligations are combined into a single contract, Informa TechTarget utilizes the relative stand-alone selling price (“SSP”) of each product or service to allocate the transaction price among the performance obligations, which is generally determined based on the prices charged to the clients when sold on a stand-alone basis or using expected cost plus a margin, with any discounts allocated across the performance obligations. Revenue for each category is typically fixed at the date of the order and is not variable.

Previous wording

As of December 31, 2024 and 2023, goodwill was $973.4 million and $475.8 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.

Current wording

As of December 31, 2025 and 2024, goodwill was $45.6 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.

Previous wording

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 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.

Current wording

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.

Previous wording

As of December 31, 2024, the Company had five reporting units: Legacy TechTarget, Bluefin, NetLine, Industry Dive, and Canalys. In addition to its annual impairment analysis performed on December 31, 2024, the Company also identified a sustained decline in share price during the fourth quarter of 2024 as an impairment trigger for all reporting units.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Projected cash flows: For the 2024 reporting period, the Company used a two-stage valuation approach to projected cash flows, which included key assumptions of forecasted revenue growth rate and EBITDA margin. The first stage consisted of Board of Director approved projected financial information for a period of three years, followed by a steady state period of long-term growth. Forecasts for the first stage include management expectations of Informa TechTarget's financial performance with key assumptions of forecasted revenue growth rate and EBITDA margin and represent the best estimate of the future performance of the relevant reporting units. For the 2023 reporting period, the Company used a three-stage valuation approach to project impairment test cash flows. The first stage consisted of BOD approved projected financial information for a period of four years, followed by a transitional period of two years of normalizing and declining growth rates and, thereafter, a steady state period of long-term growth.

Current wording

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

Previous wording

Discount rate: For the 2024 and 2023 reporting periods, a post-tax discount rate using a weighted average cost of capital methodology. For the cost of debt, Informa TechTarget considered market rates, based on entities with a comparable credit rating. The cost of equity is calculated using the Capital Asset Pricing Model methodology. The discount rates include appropriate risk premiums to reflect additional risks of the specific reporting units being tested.

Current wording

Discount rate: For 2025, a post-tax discount rate using a weighted average cost of capital methodology. For the cost of debt, Informa TechTarget considered market rates, based on entities with a comparable credit rating. The cost of equity is calculated using the Capital Asset Pricing Model methodology. The discount rates include appropriate risk premiums to reflect additional risks of the specific reporting units being tested.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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.

Previous wording

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

Current wording

Based on the quantitative fair value testing, a goodwill impairment of $7.1 million and $34.7 million was recognized during the three and twelve months ended December 31, 2025, respectively. The carrying value of goodwill in the NetLine reporting unit as of December 31, 2025 was $6.8 million post-impairment. For the three months ended December 31, 2025, a 6.6% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period. For the three months ended December 31, 2025, a 6.3% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of December 31, 2025 would have resulted in all goodwill being impaired. For the three months ended December 31, 2025, a 3.8% increase in the weighted average EBITDA margin would have resulted in no impairment in the period. For the three months ended December 31, 2025, a 3.2% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of December 31, 2025 would have resulted in all goodwill being impaired. For the three months ended December 31, 2025, a 100 basis-point change in the discount rate used for the goodwill assessment over this reporting unit as of December 31, 2025 would have increased or decreased the goodwill impairment recognized by $2.0 million and $3.0 million, respectively. For the three months ended December 31, 2025, a 100 basis-point change in the long-term growth rate used for the goodwill assessment over this reporting unit as of December 31, 2025, would have increased or decreased the goodwill impairment recognized by $2.0 million and $2.0 million, respectively. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

Previous wording

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

Current wording

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

Previous wording

These products and services are delivered under both short-term contracts that run for the length of a given marketing/sales program, typically less than nine months, and through integrated contracts exceeding 270 days (“longer-term contracts”) covering various client needs. Longer-term contracts include a range of annual subscription products, which are paid for in advance. In the years ended December 31, 2024, 2023 and 2022 36%, 36%, and 37% of the Company's revenues, respectively, were from longer-term contracts.

Current wording

These products and services are delivered under both short-term contracts that run for the length of a given marketing/sales program, typically less than nine months, and through integrated contracts exceeding 270 days (“longer-term contracts”) covering various client needs. Longer-term contracts include a range of annual subscription products, which are paid for in advance. In the years ended December 31, 2025, 2024 and 2023 32%, 36%, and 36% of the Company's revenues, respectively, were from longer-term contracts.

Previous wording

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.

Current wording

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

Previous wording

Impairment of long-lived assets and goodwill primarily relates to lease impairment and goodwill impairment in one reporting unit, Industry Dive, as the carrying amount exceeded the fair value.

Current wording

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

Previous wording

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.

Current wording

Remeasurement of contingent consideration relates to the fair value adjustment of acquisition related contingent consideration.

Previous wording

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.

Current wording

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

Previous wording

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

Current wording

Revenue for the fiscal year ended December 31, 2025 (“fiscal 2025”) was $486.8 million, an increase of $201.9 million, or 71%, compared to the fiscal year ended December 31, 2024 (“fiscal 2024”). The inclusion of a full year of Former TechTarget, following its acquisition in December 2024, increased marketing, advertising services, and sponsorship revenues by $158.9 million and increased advisory services revenue by $15.7 million for fiscal 2025. Marketing, advertising services, and sponsorship revenues also increased $23.0 million due to higher demand from returning customers compared to the prior year.

Previous wording

Selling and Marketing. Selling and marketing costs increased by $7.3 million, or 13%, in fiscal 2024 compared to fiscal 2023, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $6.4 million in labor and related costs. Other payroll related costs increased slightly during fiscal 2024.

Current wording

Selling and Marketing. Selling and marketing costs increased by $76.7 million, or 123%, in fiscal 2025 compared to fiscal 2024. The inclusion of a full year of Former TechTarget, following its acquisition in December 2024, contributed $68.5 million in costs. The remaining $8.2 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.

Previous wording

General and Administrative. General and administrative costs increased by $12.1 million, or 18%, in fiscal 2024 compared to fiscal 2023, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $10.5 million of audit/tax preparation fees. The inclusion of a full year of Canalys results following its acquisition in September 2023 contributed $0.8 million, primarily in labor and related costs.

Current wording

General and Administrative. General and administrative costs increased by $4.1 million, or 5%, in fiscal 2025 compared to fiscal 2024. The inclusion of a full year of Former TechTarget, following its acquisition in December 2024, contributed $35.6 million in costs. This was offset by a reduction in costs of $31.5 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.

Previous wording

Impairment of Goodwill. As a result of the impairment analysis in fiscal 2024, an impairment charge of $66.2 million was recognized relating to the Industry Dive reporting unit. After a quantitative impairment analysis for the Industry Dive reporting unit in fiscal 2023, an impairment charge of $139.6 million was recognized. Please refer to Note 6. Goodwill and intangible assets to the consolidated financial statements included under Part II, Item 8 of this Annual Report on Form 10-K for further discussion of the goodwill impairment analysis.

Current wording

Impairment of Goodwill. As a result of the impairment analysis during fiscal 2025, an impairment charge of $931.5 million was recorded relating to the Canalys, Industry Dive, NetLine, Bluefin Legacy and legacy TechTarget reporting units for fiscal 2025. Please refer to Note 6. Goodwill and intangible assets and Note 17. Subsequent events to the consolidated financial statements included under Part II, Item 8 of this Annual Report on Form 10-K for further discussion of the goodwill impairment analysis.

Previous wording

Impairment of Long-Lived Assets. Impairment expense increased $1.4 million, or 250%, in fiscal 2024 compared to fiscal 2023, due to the exit from an associated impairment of Industry Dive’s Washington, DC office in March 2024.

Current wording

Impairment of Long-Lived Assets. Impairment expense decreased $2.0 million, or 100%, in fiscal 2025 compared to fiscal 2024, due to the exit from an associated impairment of Industry Dive’s Washington, DC office in March 2024.

Previous wording

Remeasurement of Contingent Consideration. In fiscal 2024, the contingent consideration remeasurement gain was $22.4 million. In fiscal 2024 the contingent consideration remeasurement gain was attributable to the renegotiation of the Industry Dive contingent consideration payment, in which the parties agreed to fix the consideration upon the completion of the Transaction. The contingent consideration related to the Industry Dive acquisition was assumed by the Parent on the close of the Transactions and subsequently was settled by Parent resulting in no further adjustments recorded. Contingent consideration remeasurement in fiscal 2023 was a gain of $123.9 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.

Current wording

Remeasurement of Contingent Consideration. In fiscal 2025, the contingent consideration remeasurement loss was $0.9 million due to changes in forecasted revenue estimates surrounding the Tech Research Pty Ltd and Tech Research Asia (collectively “TRA”) acquisition. Management’s expectations for the future financial performance of TRA have increased which resulted in a change to the estimated fair value of the contingent consideration liability. In fiscal 2024, the contingent consideration remeasurement gain was $22.4 million. In fiscal 2024, the contingent consideration remeasurement gain was attributable to the renegotiation of the Industry Dive contingent consideration payment, in which the parties agreed to fix the consideration upon the completion of the Transaction. The contingent consideration related to the Industry Dive acquisition was assumed by the Parent on the close of the Transactions and subsequently was settled by Parent resulting in no further adjustments recorded.

Previous wording

Interest expense on related party loans. Interest expense on related party loans decreased $6.9 million, or 28%, in fiscal 2024 compared to fiscal 2023. Interest expense in both periods primarily related to a related party loan used to fund the acquisition of Industry Dive in fiscal 2022, which was settled in August 2024, resulting in lower interest expense in fiscal 2024 compared to fiscal 2023.

Current wording

Interest expense on related party loans. Interest expense on related party loans decreased $8.5 million, or 48%, in fiscal 2025 compared to fiscal 2024. Interest expense in fiscal 2025 totaled $9.3 million and primarily relates to the unsecured five-year revolving Credit Facility provided to Informa TechTarget by Informa Group Holdings limited. Interest expense in fiscal 2024 primarily related to a related party loan used to fund the acquisition of Industry Dive in fiscal 2022, which was settled in August 2024.

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