TechTarget, Inc.

Previous wording

Following a period of expansion, the specialist technology research business of the Company is now among the largest providers of these services. It employs expert analysts, editors 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.

Current wording

Following a period of expansion, management believes the specialist technology research business of the Company is now among the largest providers of these services. It employs expert analysts, editors 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

Through the Omdia brand, which now incorporates the formerly separate specialist brands Canalys, Wards Intelligence and Enterprise Strategy Group, the Company provides 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.

Current wording

Through the Omdia brand, which now incorporates the formerly separate niche brands Canalys, Wards Intelligence and Enterprise Strategy Group, the Company provides 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

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.

Current wording

Custom content services: Through StudioID, BrightTALK Studio, and Enterprise Strategy Group custom content offerings, the Company supports 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

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

Current wording

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

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 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.

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’ niche 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

As of June 30, 2026 and December 31, 2025, goodwill was $1.1 million and $45.6 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 September 30, 2026 and December 31, 2025, goodwill was $1.2 million and $45.6 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 at least annually, during the fourth quarter, or whenever events or changes in circumstances indicate there may be an impairment.

Previous wording

During the first quarter of 2026, the Company made changes to its organizational structure to take advantage of the combined product offering portfolio. As a result, the Company, as of March 31, 2026, had two reporting units: Brand to Demand, and Intelligence & Advisory. As of the Company's goodwill impairment assessment performed on December 31, 2025, the company had five reporting units. See further discussion at Note 4, Goodwill. The Company identified a sustained decline in share price during the first quarter of 2026 that, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, constituted an impairment triggering event for its reporting units. During the second quarter of 2026, there was no triggering event requiring an impairment assessment. For the three months ended March 31, 2026, Informa TechTarget performed the required impairment tests of goodwill on its previous five reporting units (pre-reorganization basis), and then on its current two reporting units (post-reorganization basis), using a discounted cash flow model with the following key assumptions in the fair value calculations:

Current wording

During the first quarter of 2026, the Company made changes to its organizational structure to take advantage of the combined product offering portfolio. As a result, the Company, as of March 31, 2026, had two reporting units: Brand to Demand, and Intelligence & Advisory. As of the Company's goodwill impairment assessment performed on December 31, 2025, the Company had five reporting units. See further discussion at Note 4, Goodwill. The Company identified a sustained decline in share price during the first quarter of 2026 that, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, constituted an impairment triggering event for its reporting units. During the second and third quarters of 2026, there were no triggering events requiring an impairment assessment. For the three months ended March 31, 2026, Informa TechTarget performed the required impairment tests of goodwill on its previous five reporting units (pre-reorganization basis), and then on its current two reporting units (post-reorganization basis), using a discounted cash flow model with the following key assumptions in the fair value calculations:

Previous wording

Based on the quantitative fair value testing, a goodwill impairment of $3.7 million was recognized during the three months ended March 31, 2026. There was no carrying value of goodwill remaining in the Bluefin reporting unit after the $3.7 million impairment charge.

Current wording

Based on the quantitative fair value testing, a goodwill impairment of $3.7 million was recognized during the three months ended March 31, 2026. There was no carrying value of goodwill remaining in the Bluefin Legacy reporting unit after the $3.7 million impairment charge.

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 three and six months ended June 30, 2026, approximately 28% and 29%, respectively, of our revenues were from longer-term contracts. In the three and six months ended June 30, 2025, approximately 33% and 35%, respectively, of our revenues 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 three and nine months ended September 30, 2026, approximately 28% and 29%, respectively, of our revenues were from longer-term contracts. In the three and nine months ended September 30, 2025, approximately 31% and 34%, respectively, of our revenues were from longer-term contracts.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

The following table sets forth a summary of certain key financial information for the three and six months ended June 30, 2026 and 2025:

Current wording

The following table sets forth a summary of certain key financial information for the three and nine months ended September 30, 2026 and 2025:

Previous wording

Revenue for the three months ended June 30, 2026 was $116.1 million, a decrease of $3.8 million, or 3%, compared to the three months ended June 30, 2025. The decrease was primarily driven by a $2.3 million decrease in Intelligence & Advisory segment revenues, primarily due to lower Research & Consulting services in the current period and a $1.5 million decrease in Brand to Demand segment revenues, primarily driven by a small decrease in our Demand Generation and Intent Data product lines.

Current wording

Revenue for the three months ended September 30, 2026 was $119.2 million, a decrease of $3.1 million, or 3%, compared to the three months ended September 30, 2025. The decrease was primarily driven by a $2.3 million decrease in Brand to Demand segment revenues, primarily reflecting declines in Intent Data revenue and the timing of customer campaign activity, particularly in our international markets, and a $0.8 million decrease in Intelligence & Advisory segment revenues, primarily reflecting lower Advisory services revenue, driven by the timing of Consulting project deliverables.

Previous wording

Selling and Marketing. Selling and marketing expenses decreased by $7.4 million, or 20%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily driven by a $6.3 million decrease in staff-related costs post the company-wide restructuring and workforce reduction program initiated in August 2025. The remaining decrease is attributable to a $1.8 million decrease in third-party spend and costs optimization initiatives. This was partially offset by a $0.7 million increase in sales commissions.

Current wording

Selling and Marketing. Selling and marketing expenses decreased by $4.9 million, or 14%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was primarily driven by a $4.9 million decrease in staff-related costs post the company-wide restructuring and workforce reduction program initiated in August 2025, as well as a $0.7 million decrease attributed to lower marketing spend and costs optimization initiatives. This was partially offset by a $0.6 million increase in sales commissions.

Previous wording

Product Development. Product development costs increased by $0.8 million, or 29%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to higher staff and related personnel costs supporting product development activities.

Current wording

Product Development. Product development costs decreased by $0.4 million, or 14%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to lower staff and related personnel costs, reflecting higher capitalization of development costs in the current period.

Previous wording

Depreciation. Depreciation expense decreased by $0.1 million, or 21%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to certain IT equipment and other fixed assets becoming fully depreciated during the period.

Current wording

Depreciation. Depreciation expense decreased by $0.3 million, or 48%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to certain IT equipment and other fixed assets becoming fully depreciated during the period.

Previous wording

Impairment of Goodwill. There was no goodwill impairment recorded for the three months ended June 30, 2026. As a result of the impairment analysis in the three months ended June 30, 2025, an impairment charge of $382.2 million was recorded. Due to decreases in our stock price and overall market capitalization, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, it was determined a triggering event occurred in the prior year period, indicating goodwill may be impaired. Accordingly, we conducted a quantitative impairment test of our goodwill at March 31, 2025. We estimate the implied fair value of our goodwill primarily using an income approach. Changes in the estimates or assumptions used in our quantitative impairment test could materially affect the determination of fair value and the associated goodwill impairment assessment. Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to continued increases in costs and other macroeconomic factors.

Current wording

Impairment of Goodwill. There was no goodwill impairment recorded for the three months ended September 30, 2026. As a result of the impairment analysis in the three months ended September 30, 2025, an impairment charge of $80.3 million was recorded. Due to decreases in our stock price and overall market capitalization, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, it was determined a triggering event occurred in the prior year period, indicating goodwill may be impaired. Accordingly, we conducted a quantitative impairment test of our goodwill at September 30, 2025. We estimate the implied fair value of our goodwill primarily using an income approach. Changes in the estimates or assumptions used in our quantitative impairment test could materially affect the determination of fair value and the associated goodwill impairment assessment. Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to continued increases in costs and other macroeconomic factors.

Previous wording

Restructuring expense (income). Restructuring expense was $0.1 million for the three months ended June 30, 2026, compared to no restructuring expense (income) in the three months ended June 30, 2025. Restructuring expense (income) primarily relates to a company‑wide restructuring and workforce reduction program initiated in August 2025, aimed at improving operational efficiency and reducing the overall cost base.

Current wording

Restructuring expense (income). No restructuring expense was recorded for the three months ended September 30, 2026, compared to $12.4 million of restructuring expense in the three months ended September 30, 2025. Restructuring expense primarily relates to a company‑wide restructuring and workforce reduction program initiated in August 2025, aimed at improving operational efficiency and reducing the overall cost base.

Previous wording

Acquisition and Integration Costs. Acquisition and integration expenses decreased by $6.3 million, or 42%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily attributable to the substantial reduction of integration activities, resulting in lower external consulting and advisory fees as the business transitions from active integration to steady-state operations.

Current wording

Acquisition and Integration Costs. Acquisition and integration expenses decreased by $2.8 million, or 34%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was primarily attributable to the substantial reduction of integration activities, resulting in lower external consulting and advisory fees as the business transitions from active integration to steady-state operations.

Previous wording

Interest Expense on Related Party Loans. Interest expense on related party loans decreased $0.6 million, or 23%, in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to a higher balance drawn on the Credit Facility in the prior year period.

Current wording

Related party interest expense. Related party interest expense decreased $0.4 million, or 16%, in the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to a higher balance drawn on the Credit Facility in the prior year period.

Previous wording

Income Tax Benefit (Expense). Income tax benefit for the three months ended June 30, 2026 was $2.0 million, a decrease of $17.6 million compared to the income tax benefit of $19.6 million in the three months ended June 30, 2025. The effective tax rate was (8.5)% and (4.7)% for the three months ended June 30, 2026 and 2025, respectively. In 2026, the effective tax rate was primarily driven by a geographic mix of earnings. In 2025, the effective tax rate was primarily driven by non-taxable contingent consideration and non-deductible goodwill impairment. Due to the Company’s history of impairments the effect of the non-deductible goodwill impairment was not treated as a discrete item in the three months ended June 30, 2025.

Current wording

(Provision for) benefit from income taxes. Income tax expense for the three months ended September 30, 2026 was $0.5 million, a decrease of $33.5 million compared to the income tax benefit of $33.0 million in the three months ended September 30, 2025. The effective tax rate was (2.8%) and 30.0% for the three months ended September 30, 2026 and 2025, respectively. In 2026, the effective tax rate was primarily driven by an increase in the valuation allowance against losses in the United Kingdom coupled with stock based compensation shortfalls in the quarter. In 2025, the effective tax rate was primarily driven by non-deductible goodwill impairment and non-taxable contingent consideration. Due to the Company’s history of impairments, the effect of the non-deductible goodwill impairment was not treated as a discrete item in the three months ended September 30, 2025.

Previous wording

Revenue for the six months ended June 30, 2026 was $222.2 million, a decrease of $1.6 million, or 1%, compared to the six months ended June 30, 2025. The decrease was primarily driven by a $3.5 million decrease in Intelligence & Advisory segment revenues, primarily due to lower Advisory services revenues and softer Intelligence subscription revenue. This was partially offset by the Brand to Demand segment, primarily driven by performance across the Demand Generation and Branding product lines.

Current wording

Revenue for the nine months ended September 30, 2026 was $341.4 million, a decrease of $4.7 million, or 1%, compared to the nine months ended September 30, 2025. The decrease was primarily driven by a $4.3 million decrease in Intelligence & Advisory segment revenues, primarily due to lower Advisory services revenues and softer Intelligence subscription revenue, and a $0.4 million decrease in Brand to Demand segment revenues, primarily reflecting declines in Intent Data revenue, largely offset by growth in other product lines.

Previous wording

Cost of revenues for the six months ended June 30, 2026 was $99.7 million, representing an increase of $4.4 million, or 5%, compared to the six months ended June 30, 2025. The increase was primarily driven by higher fulfillment costs. A further $0.9 million relates to an increase in amortization, reflecting higher amortization of capitalized platform-related assets and $0.3 million in increased labor and related costs, consistent with increased activity levels.

Current wording

Cost of revenues for the nine months ended September 30, 2026 was $151.1 million, representing an increase of $8.5 million, or 6%, compared to the nine months ended September 30, 2025. The increase was primarily driven by $7.3 million of higher content and editorial costs. A further $0.1 million relates to an increase in amortization of internal-use software and developed technology, and the remaining $1.1 million reflects higher other direct costs, net of lower staff-related costs.

Previous wording

Selling and Marketing. Selling and marketing expenses decreased by $7.3 million, or 10%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily driven by $5.6 million decrease in labor and related costs post the company-wide restructuring and workforce reduction program initiated in August 2025 and a $3.8 million decrease in marketing spend. This was partially offset by a $2.1 million increase in sales commissions, reflecting changes towards more performance‑based compensation.

Current wording

Selling and Marketing. Selling and marketing expenses decreased by $12.2 million, or 11%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease was primarily driven by a $10.5 million decrease in labor and related costs post the company-wide restructuring and workforce reduction program initiated in August 2025. A further $4.4 million decrease is attributable to lower marketing spend, and cost optimization initiatives. This was partially offset by $2.7 million higher sales commissions.

Previous wording

General and Administrative. General and administrative expenses decreased by $2.5 million, or 6%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease was primarily driven by a $3.2 million decrease in professional fees, a $2.7 million reduction in staff-related costs driven by post-transaction synergies and organizational restructuring, and a $0.9 million decrease in property and office costs due to reduced office space requirements and associated lease obligations. These were partially offset by a $2.9 million increase in information technology costs, primarily due to enhanced corporate technology infrastructure investments and increased cost allocations from centralized IT services.

Current wording

General and Administrative. General and administrative expenses decreased by $1.9 million, or 3%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The decrease was primarily attributable to a $4.7 million reduction in staff-related costs from post-transaction synergies and organizational restructuring and a $3.2 million net decrease in professional fees. These decreases were partially offset by a $4.0 million increase in information technology costs, driven by corporate technology infrastructure investments, and a $2.0 million increase in other operating costs, primarily due to credits received in the prior-year period that did not recur.

Previous wording

Product Development. Product development costs increased by $1.6 million, or 30%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to higher staff and related personnel costs supporting product development activities.

Current wording

Product Development. Product development costs increased by $1.2 million, or 15%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to higher staff and related personnel costs in the first half of the year, partially offset by higher capitalization of development costs in the third quarter.

Previous wording

Amortization. Amortization expense decreased by $0.3 million, or 1%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to higher amortization included in cost of revenues in the current period.

Current wording

Amortization. Amortization expense decreased by $1.0 million, or 1%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to a $2.9 million decrease in amortization of intangible assets, partially offset by a $1.9 million increase in amortization of capitalized product development costs.

Previous wording

Impairment of Goodwill. As a result of the impairment analysis in the six months ended June 30, 2026 and June 30, 2025, impairment charges of $45.0 million and $841.3 million were recorded, respectively. Due to decreases in our stock price and overall market capitalization, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, it was determined a triggering event occurred in each of the three month periods ended March 31, 2026 and March 31, 2025, indicating goodwill may be impaired. No triggering event occurred in the three months ended June 30, 2026. Accordingly, we conducted a quantitative impairment test of our goodwill at March 31, 2026, March 31, 2025 and June 30, 2025. We estimate the implied fair value of our goodwill primarily using an income approach. Changes in the estimates or assumptions used in our quantitative impairment test could materially affect the determination of fair value and the associated goodwill impairment assessment. Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to continued increases in costs and other macroeconomic factors.

Current wording

Impairment of Goodwill. As a result of the impairment analysis in the nine months ended September 30, 2026 and September 30, 2025, impairment charges of $45.0 million and $921.6 million were recorded, respectively. Due to decreases in our stock price and overall market capitalization, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, it was determined a triggering event occurred in each of the three month periods ended March 31, 2026, March 31, 2025, June 30, 2025, and September 30, 2025, indicating goodwill may be impaired. No triggering event occurred in either of the three months ended June 30, 2026 or September 30, 2026. Accordingly, we conducted a quantitative impairment test of our goodwill at March 31, 2026, March 31, 2025, June 30, 2025, and September 30, 2025. We estimate the implied fair value of our goodwill primarily using an income approach. Changes in the estimates or assumptions used in our quantitative impairment test could materially affect the determination of fair value and the associated goodwill impairment assessment. Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to continued increases in costs and other macroeconomic factors.

Previous wording

Restructuring expense (income). Restructuring income was $0.4 million for the six months ended June 30, 2026, compared to no restructuring expense (income) in the six months ended June 30, 2025. Restructuring expense (income) primarily relates to a company‑wide restructuring and workforce reduction program initiated in August 2025, aimed at improving operational efficiency and reducing the overall cost base. The income recognized in the current period primarily reflects reversals of previously recorded expenses as a result of changes in estimates.

Current wording

Restructuring expense (income). Restructuring income was $0.4 million for the nine months ended September 30, 2026, compared to restructuring expense of $12.4 million in the nine months ended September 30, 2025. Restructuring expense primarily relates to a company‑wide restructuring and workforce reduction program initiated in August 2025, aimed at improving operational efficiency and reducing the overall cost base. The income recognized in the current period primarily reflects reversals of previously recorded expenses as a result of changes in estimates.

Previous wording

Remeasurement of Contingent Consideration. For the six months ended June 30, 2026, the Company recognized an immaterial amount of remeasurement expense related to contingent consideration. No contingent consideration remeasurement was recorded for the six months ended June 30, 2025.

Current wording

Remeasurement of Contingent Consideration. For the nine months ended September 30, 2026, the Company recognized an immaterial amount of remeasurement expense related to contingent consideration. No contingent consideration remeasurement was recorded for the nine months ended September 30, 2025.

Previous wording

Interest Expense on Related Party Loans. Interest expense on related party loans decreased $0.3 million, or 7%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to the timing of the related party debt drawdown, which occurred in late January 2025, resulting in fewer months of incurred interest expense during the six months ended June 30, 2026 compared to the current period.

Current wording

Related party interest expense. Related party interest expense decreased $0.7 million, or 10%, in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to the timing of the related party debt drawdown, which occurred in late January 2025, resulting in fewer months of incurred interest expense during the nine months ended September 30, 2026 compared to the current period.

Previous wording

Interest Income. Interest income decreased $0.8 million, or 88%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, due to decreased cash balances in the current period.

Current wording

Interest Income (Expense), net. Interest income (expense), net decreased $0.9 million, or 100%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, due to decreased cash balances in the current period.

Previous wording

Other Income (Expense), net. Other income for the three months ended June 30, 2026 was $0.5 million compared to other expense of $5.2 million for the three months ended June 30, 2025. The improvement was primarily attributable to a $3.5 million decrease in unrealized foreign exchange losses on balances denominated in foreign currencies, reflecting more favorable currency movements in the current period, and a $1.8 million gain on the sale of certain intangible assets associated with the platform known as GDC Vault to Informa. The remaining $0.4 million favorable variance was due to net improvements in other foreign exchange gains and losses on operational transactions and balances.

Current wording

Other Income (Expense), net. Other income (expense), net for the nine months ended September 30, 2026 was $1.0 million of income compared to other expense of $7.8 million for the nine months ended September 30, 2025, representing a favorable variance of $8.8 million. The decrease in expense was primarily attributable to a favorable variance in foreign exchange movements in the current period, mainly on intercompany balances denominated in foreign currencies, reflecting more favorable currency movements in the current period, and a $1.8 million gain on the sale of intangible assets to Informa in the current period.

Previous wording

Income Tax Benefit (Expense). Income tax benefit for the six months ended June 30, 2026 was $13.4 million, an increase of $20.2 million compared to the income tax provision of $6.8 million in the six months ended June 30, 2025. The effective tax rate was (12.6)% and 0.7% for the six months ended June 30, 2026 and 2025, respectively. In 2026, the effective tax rate was primarily driven by a non-deductible goodwill impairment and a geographic mix of earnings. In 2025, the effective tax rate was primarily driven by non-taxable contingent consideration and larger non-deductible goodwill impairment. Due to the Company’s history of impairments, the effect of the non-deductible goodwill impairment was not treated as a discrete item in the six months ended June 30, 2025.

Current wording

(Provision for) benefit from income taxes. Income tax benefit for the nine months ended September 30, 2026 was $12.9 million, a decrease of $13.3 million compared to the income tax benefit of $26.2 million in the nine months ended September 30, 2025. The effective tax rate was 10.4% and 2.6% for the nine months ended September 30, 2026 and 2025, respectively. In 2026, the effective tax rate was primarily driven by a non-deductible goodwill impairment coupled with an increase in the valuation allowance against losses in the United Kingdom. In 2025, the effective tax rate was primarily driven by larger non-deductible goodwill impairment and non-taxable contingent consideration. Due to the Company’s history of impairments, the effect of the non-deductible goodwill impairment was not treated as a discrete item in the nine months ended September 30, 2025.

Previous wording

The table below presents Revenues and Segment Operating Income (Loss) for each reportable segment for the six months ended June 30, 2026 and 2025:

Current wording

The table below presents Revenues and Segment Operating Income (Loss) for each reportable segment for the nine months ended September 30, 2026 and 2025:

Previous wording

Intelligence & Advisory segment revenues decreased by $3.5 million, or 5%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily attributable to lower Advisory revenues and Intelligence subscription revenue. Segment operating income decreased by $1.2 million, or 6%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease primarily reflected the revenue decline, offset by lower variable costs associated with reduced Advisory project revenue and indirect cost savings achieved through operational efficiencies across the segment.

Current wording

Intelligence & Advisory segment revenues decreased by $4.3 million, or 4%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily reflecting lower Advisory services revenues and Intelligence subscription revenue. Segment operating income decreased by $2.3 million, or 8%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily reflecting the revenue decline, partially offset by lower operating costs. For the nine months ended September 30, 2026 and 2025, I&A revenues outside of North America were 52% in both periods.

Previous wording

At June 30, 2026, our cash and cash equivalents totaled $45.8 million. The Company has a $250 million revolving line of credit with Informa, of which $129.9 million remains available as of June 30, 2026. We believe that our existing cash and cash equivalents plus our remaining availability under the revolving Credit Facility will be sufficient to meet our anticipated cash needs for at least the next 12 months.

Current wording

At September 30, 2026, our cash and cash equivalents totaled $35.3 million. The Company has a $250 million revolving line of credit with Informa Group Holdings Limited, an affiliate of Informa, of which $129.9 million remains available as of September 30, 2026. We believe that our existing cash and cash equivalents plus our remaining availability under the revolving Credit Facility will be sufficient to meet our anticipated cash needs for at least the next 12 months.

Previous wording

Cash flows provided by operating activities for the six months ended June 30, 2026 was $3.3 million, a $10.4 million decrease in cash inflows compared to the operating cash inflow for the six months ended June 30, 2025. The cash inflow for the six months ended June 30, 2026 was primarily driven by a decrease in accounts receivable of $12.4 million and an increase in contract liabilities of $11.9 million, partially offset by a decrease in accrued expenses and other current liabilities of $7.3 million, in operating lease net liabilities of $5.8 million and accounts payable of $3.1 million. The cash inflow for the six months ended June 30, 2025 was primarily driven by an increase in income taxes payable of $29.5 million, contract liabilities of $15.2 million and related party payables of $13.2 million, partially offset by a decrease in accrued expenses and other current liabilities of $7.8 million, and an increase in related party receivables of $3.9 million.

Current wording

Cash flows used in operating activities for the nine months ended September 30, 2026 was $1.5 million, a $6.1 million decrease in cash inflows compared to the $4.6 million operating cash inflow for the nine months ended September 30, 2025. The decrease in cash flows for the nine months ended September 30, 2026 was primarily driven by decreases in accounts payable, income taxes payable, accrued expenses, and accrued compensation expenses of $15.5 million in the aggregate and increased prepaid expenses of $1.4 million, offset by an increase in contract liabilities of $11.1 million and an aggregate decrease of $5.5 million in related party receivables and accounts receivable. The cash inflow for the nine months ended September 30, 2025 was primarily driven by an increase in contract liabilities of $20.8 million, partially offset by an increase in related party receivables of $8.5 million and a decrease in accrued expenses of $8.3 million.

Previous wording

Cash flows used in investing activities were $11.2 million and cash flows provided by investing activities were $67.9 million for the six months ended June 30, 2026 and 2025, respectively. The outflows in the six months ended June 30, 2026 primarily resulted from increased intangible assets of $9.3 million. The inflows in the six months ended June 30, 2025 reflected the sale of short-term investments of $76.8 million, partially offset by increased intangible assets of $8.5 million.

Current wording

Cash flows used in investing activities were $17.0 million, and cash flows provided by investing activities were $62.6 million, for the nine months ended September 30, 2026 and 2025, respectively. The outflows in the nine months ended September 30, 2026 primarily resulted from increased intangible assets of $14.8 million. The inflows in the nine months ended September 30, 2025 reflected the sale of short-term investments of $76.8 million, partially offset by increased intangible assets of $12.4 million.