TechTarget, Inc.
Unaudited Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
June 30, 2026 December 31, 2025
Assets
Current assets:
Cash and cash equivalents $ 45,820 $ 40,626
Accounts receivable, net of allowance for credit losses of $1,378 and $1,168 respectively 70,785 83,819
Related party receivables 1,359 4,019
Prepaid taxes 11,450 11,329
Prepaid expenses and other current assets 14,746 15,592
Total current assets 144,160 155,385
Non-current assets:
Property and equipment, net 2,717 2,299
Goodwill 1,094 45,550
Intangible assets, net 684,517 725,525
Operating lease right-of-use assets 16,016 3,178
Deferred tax assets 3,364 3,360
Other non-current assets 1,575 2,011
Total non-current assets 709,283 781,923
Total assets $ 853,443 $ 937,308
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 18,006 $ 21,160
Related party payables 5,051 5,671
Contract liabilities 62,522 50,526
Operating lease liabilities 2,434 3,112
Accrued expenses and other current liabilities 15,300 22,572
Accrued compensation expenses 17,672 19,037
Income taxes payable 3,662 4,349
Contingent consideration 710 190
Total current liabilities 125,357 126,617
Non-current liabilities:
Operating lease liabilities 9,136 1,426
Other liabilities 6,269 6,008
Related party long-term debt 120,091 106,714
Deferred tax liabilities 85,219 100,664
Contingent consideration 515 1,260
Total non-current liabilities 221,230 216,072
Total liabilities $ 346,587 $ 342,689
Stockholders’ equity:
Common stock, $0.001 par value; 250,000,000 shares authorized; 72,346,562 shares issued and 72,328,574 shares outstanding at June 30, 2026; 72,308,235 shares issued and 72,291,454 shares outstanding at December 31, 2025 72 72
Treasury stock, at cost; 17,988 and 16,781 shares at June 30, 2026 and December 31, 2025, respectively (715 ) (689 )
Additional paid-in capital 1,652,387 1,647,840
Accumulated deficit (1,176,759 ) (1,084,243 )
Accumulated other comprehensive income 31,871 31,639
Total stockholders’ equity 506,856 594,619
Total liabilities and stockholders’ equity $ 853,443 $ 937,308
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
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TechTarget, Inc.
Unaudited Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
(in thousands, except per share data)
For the Three Months Ended For the Six Months Ended
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Revenues1 $ 116,148 $ 119,943 $ 222,196 $ 223,830
Cost of revenues1,2 (51,665 ) (51,164 ) (99,691 ) (95,324 )
Gross profit 64,483 68,779 122,505 128,506
Operating expenses:
Selling and marketing2 29,672 37,063 63,099 70,373
General and administrative1,2 21,899 18,921 40,729 43,205
Product development2 3,356 2,596 7,019 5,385
Depreciation 419 531 1,133 1,063
Amortization, excluding amortization of $3,206, $2,950, $6,322, and $5,423 included in cost of revenues 22,619 22,898 44,556 46,186
Impairment of goodwill — 382,248 45,006 841,348
Restructuring expense (income) 73 — (382 ) —
Acquisition and integration costs1 8,526 14,811 24,348 24,139
Remeasurement of contingent consideration — — 36 —
Total operating expenses 86,564 479,068 225,544 1,031,699
Operating loss (22,081 ) (410,289 ) (103,039 ) (903,193 )
Related party interest expense (2,166 ) (2,815 ) (4,300 ) (4,628 )
Interest income 51 62 103 888
Other income (expense), net 451 (5,222 ) 1,351 (8,316 )
Loss before provision for income taxes (23,745 ) (418,264 ) (105,885 ) (915,249 )
Income tax benefit (provision) 2,010 19,602 13,369 (6,801 )
Net loss $ (21,735 ) $ (398,662 ) $ (92,516 ) $ (922,050 )
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss) 1,651 6,768 232 10,758
Total comprehensive loss $ (20,084 ) $ (391,894 ) $ (92,284 ) $ (911,292 )
Net loss per common share:
Basic (0.30 ) (5.58 ) (1.28 ) (12.90 )
Diluted (0.30 ) (5.58 ) (1.28 ) (12.90 )
Weighted average common shares outstanding:
Basic 72,308,647 71,487,725 72,301,012 71,476,670
Diluted 72,308,647 71,487,725 72,301,012 71,476,670
(1) Amounts include related party transactions as follows(a):
Revenues $ 45 $ 347 $ 107 571
Cost of revenues 5 323 15 600
General and administrative 5,406 4,917 11,179 10,294
Acquisition and integration costs 969 5,126 1,960 5,353
Other income (expense), net 1,775 — 1,775 —
(2) Amounts include stock-based compensation expense as follows:
Cost of revenues $ 293 $ 426 $ 594 $ 734
Selling and marketing 1,391 2,776 2,722 5,533
General and administrative 484 773 878 1,484
Product development 122 185 239 368
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
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TechTarget, Inc.
Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)
(in thousands, except share and per share data)
Common Stock
Number of Shares $0.001 Par Value Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders’ Equity
Balance, December 31, 2024 71,460,169 71 1,626,785 (75,937 ) 20,935 $ 1,571,854
Net loss — — — (523,388 ) — (523,388 )
Other comprehensive income — — — — 3,990 3,990
Issuance of shares of common stock from RSU awards 25,012 — — — — —
Stock-based compensation — — 3,959 — — 3,959
Balance, March 31, 2025 71,485,181 $ 71 $ 1,630,744 $ (599,325 ) $ 24,925 $ 1,056,415
Net loss — — — (398,662 ) — (398,662 )
Other comprehensive income — — — — 6,768 6,768
Other share issuances 100 — — — — —
Issuance of shares of common stock from RSU awards 3,719 — — — — —
Stock-based compensation — — 4,160 — — 4,160
Balance, June 30, 2025 71,489,000 $ 71 $ 1,634,904 $ (997,987 ) $ 31,693 $ 668,681
Common Stock Treasury Stock
Number of Shares $0.001 Par Value Number of Shares Cost Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity
Balance, December 31, 2025 72,308,235 $ 72 (16,781 ) $ (689 ) $ 1,647,840 $ (1,084,243 ) $ 31,639 $ 594,619
Net loss — — — — — (70,781 ) — (70,781 )
Other comprehensive loss — — — — — — (1,419 ) (1,419 )
Issuance of shares of common stock from RSU awards 5,191 — — — — — — —
Impact of net settlements 509 — (509 ) (16 ) — — — (16 )
Stock-based compensation — — — — 2,143 — — 2,143
Balance, March 31, 2026 72,313,935 $ 72 (17,290 ) $ (705 ) $ 1,649,983 $ (1,155,024 ) $ 30,220 $ 524,546
Net loss — — — — — (21,735 ) — (21,735 )
Other comprehensive income — — — — — — 1,651 1,651
Issuance of common stock from ESPP 29,131 — — — 114 — — 114
Issuance of shares of common stock from RSU awards 2,798 — — — — — — —
Impact of net settlements 698 — (698 ) (10 ) — — — (10 )
Stock-based compensation — — — — 2,290 — — 2,290
Balance, June 30, 2026 72,346,562 $ 72 (17,988 ) $ (715 ) $ 1,652,387 $ (1,176,759 ) $ 31,871 $ 506,856
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TechTarget, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows (in thousands)
For the Six Months Ended
June 30,
2026 2025
Operating Activities:
Net loss $ (92,516 ) $ (922,050 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation 1,133 1,063
Amortization 50,878 51,609
Allowance for credit losses 438 965
Operating lease expense 2,182 2,520
Stock-based compensation 4,433 8,119
Deferred tax provision (15,445 ) (24,302 )
Impairment of goodwill 45,006 841,348
Fair value adjustment to debt — 1,323
Gain on sale of intangible assets to related party (1,775 ) —
Loss on disposal of intangibles 899 —
Loss on disposal of property, plant and equipment 461 5
Net foreign exchange (gain)/loss (848 ) 7,849
Remeasurement of contingent consideration 36 —
Other — (333 )
Changes in operating assets and liabilities (net of the impact of acquisitions):
Accounts receivable 12,399 1,567
Prepaid expenses and other current assets (1,038 ) (1,227 )
Related party receivables 2,659 (3,855 )
Accounts payable (3,148 ) (602 )
Income taxes payable (639 ) 29,466
Accrued expenses and other current liabilities (7,277 ) (7,784 )
Accrued compensation expenses (1,290 ) 2,433
Operating lease assets and liabilities with right of use (5,846 ) (2,994 )
Contract liabilities 11,887 15,152
Contingent consideration (43 ) —
Other assets (liabilities) 239 257
Related party payables 514 13,177
Net cash provided by operating activities 3,299 13,706
Investing activities:
Purchases of property and equipment, and other capitalized assets (2,068 ) (81 )
Purchases of intangible assets (9,333 ) (8,488 )
Purchase of investments — (291 )
Sale of assets to related party 1,775 —
Acquisitions of businesses, net of acquired cash (1,536 ) —
Sale of investments — 76,795
Net cash provided by (used in) investing activities (11,162 ) 67,935
Financing activities:
Tax withholdings related to net share settlements (26 ) —
Proceeds from related party long term debt 13,377 135,000
Contingent consideration settlement (246 ) —
Proceeds from sale of common stock under employee stock purchase program 114 —
Repayment of related party long term debt — (15,000 )
Repayment of convertible notes — (417,033 )
Net cash provided by (used in) financing activities 13,219 (297,033 )
Effect of exchange rate changes on cash and cash equivalents (162 ) 1,141
Net increase (decrease) in cash and cash equivalents 5,194 (214,251 )
Cash and cash equivalents at December 31 40,626 275,983
Cash and cash equivalents at June 30 $ 45,820 $ 61,732
Supplemental disclosure of cash flow information:
Cash paid for taxes, net $ 2,154 $ 817
Cash paid for interest on related party long term debt $ 3,934 $ 4,376
Schedule of non-cash investing and financing activities:
Lease modification - See Note 7. Leases for further information
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements
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TechTarget, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(In thousands, except share and per share data, where otherwise noted or instances where expressed in millions)
1. Business Overview and Basis of Presentation
Nature of business
TechTarget, Inc. (“Informa TechTarget” or the “Company”) together with its subsidiaries, is a leading business-to-business (“B2B”) growth accelerator, informing and influencing technology buyers and sellers globally.
The Transactions
On January 10, 2024, Informa PLC (“Informa”) entered into a definitive agreement (the “Transaction Agreement”) to combine Informa Intrepid Holdings Inc. (“Informa Tech Digital Business” or “Accounting Predecessor”), a carved-out business wholly-owned by Informa, with former TechTarget, Inc. (“Former TechTarget”) under the Company. In accordance with the Transaction Agreement, Informa contributed the Informa Tech Digital Business along with $350 million in cash (the “Contribution”), in exchange for an aggregate of 41,651,366 shares of Company common stock (the “Transaction”). Prior to the closing of the Transaction, Informa undertook certain restructuring transactions to separate the Informa Tech Digital Business. As of the closing date of the Transaction, the Informa Tech Digital Businesses was held directly or indirectly by Informa Intrepid Holdings Inc. (“Informa Intrepid”), a wholly owned subsidiary of Informa. The Transaction closed on December 2, 2024. Additionally, the Company paid each Former TechTarget shareholder as consideration for one common share of Former TechTarget (i) one share of Company common stock and (ii) cash consideration of approximately $11.70 per share of Former TechTarget common stock (the “Merger” and, together with the Transaction, the “Transactions”). The Merger closed on December 2, 2024 (the “Acquisition Date”), with Informa then holding a 58% interest in the Company and Former TechTarget shareholders holding the remaining 42% interest in the Company. The Company changed its name to TechTarget, Inc. upon completion of the Merger.
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all normal and recurring adjustments have been included such that the unaudited condensed consolidated financial statements are fairly stated. The results of operations for the periods presented are not necessarily indicative of results to be expected for any other interim periods or for the full year. The information included in these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 11, 2026.
2. Significant Accounting Policies
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Informa TechTarget bases these estimates on historical experience, the current economic environment, and on various other assumptions that are believed to be reasonable under the circumstances. However, uncertainties associated with these estimates exist and actual results may differ from these estimates.
Estimates and underlying assumptions reflected in these unaudited condensed consolidated financial statements are reviewed on an ongoing basis, with changes in estimates recognized in the period in which the estimates are revised and in any future periods affected. Significant estimates include assumptions associated with impairment considerations for goodwill and long-lived assets, estimating the fair value of contingent consideration, and the allocation of purchase price to intangible assets in business combinations.
Impairment of goodwill and long-lived assets
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Informa TechTarget evaluates its long-lived assets, including property, equipment, and intangible assets, for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. Goodwill is tested for impairment at least annually, during the fourth quarter, or when events and circumstances indicate an impairment may have occurred.
Among the factors that could trigger an impairment review are a reporting unit’s operating results significantly declining relative to its operating plan or historical performance, competitive pressures, changes in the general markets in which it operates, and sustained declines in the Company's share price. In assessing goodwill for impairment, Informa TechTarget may first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If this assessment concludes that it is more likely than not that the fair value is more than the carrying value of a reporting unit, goodwill is not considered impaired and any quantitative goodwill impairment test is not required to be performed.
If the qualitative impairment assessment concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, Informa TechTarget performs the quantitative goodwill impairment test, which compares the fair value of the Company's reporting units, primarily using an income approach, to their carrying value. During the first quarter of 2026 and the first and second quarters of 2025, the Company identified a sustained decline in the Company's share price which it determined to be a triggering event for the purposes of testing for goodwill impairment.
If the estimated fair value of a reporting unit is less than the carrying value, Informa TechTarget will record an impairment of goodwill for the amount to which the carrying value exceeds fair value. Determination of fair value is based on significant assumptions and estimates, including projected cash flows, forecasted revenue growth rates and EBITDA margin, discount rates, net working capital rates, long-term growth rates, tax rates and capital expenditure rates.
The Company also considers whether there is an expectation that a long-lived asset will be sold or disposed of before the end of its originally estimated useful life. Recoverability of assets held and used is measured by comparing the asset group’s carrying amount and the estimated undiscounted future net cash flows expected to be generated by the asset group. If such evaluation indicates that the carrying amount of the asset group is not recoverable, an impairment loss will be recorded based on the amount by which the carrying value exceeds the fair value. The Company did not identify any impairment of long-lived assets during the six months ended June 30, 2026.
See Note 4. Goodwill for further information.
Accounts receivable and allowance for credit losses
Accounts receivable are recognized at the amount Informa TechTarget expects to collect, net of allowance for doubtful accounts. The allowance for doubtful accounts is Informa TechTarget’s best estimate of the amount of probable credit losses in its existing accounts receivable. The allowance for doubtful accounts is reviewed on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are written-off against the allowance once all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for credit losses is recorded in general and administrative expense.
Payment terms and conditions vary by contract type, although terms generally include a requirement of payment in 30 days. In instances where the timing of revenue recognition differs from the timing of invoicing, Informa TechTarget has determined that its contracts generally do not include a significant financing component. The primary purpose of Informa TechTarget’s invoicing terms is to provide clients with simplified and predictable ways of purchasing products and services, such as invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period, and not to receive financing from clients.
Allowance for credit losses
Balance as of December 31, 2025 $ 1,168
Addition to provision 10
Write-off (159 )
Balance as of March 31, 2026 $ 1,019
Addition to provision 428
Write-off (69 )
Balance as of June 30, 2026 $ 1,378
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Allowance for credit losses
Balance as of December 31, 2024 $ 907
Addition to provision 410
Write-off (98 )
Balance as of March 31, 2025 $ 1,219
Addition to provision 723
Write-off (70 )
Balance as of June 30, 2025 $ 1,872
Segment reporting
In applying the criteria set forth in ASC 280, Segment Reporting, Informa TechTarget has determined it operates as two operating and reportable segments: Intelligence & Advisory (“I&A”) and Brand to Demand (“B2D”). Informa TechTarget’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer, who reviews key financial information of the Company’s segments for the purpose of making operating decisions, allocating resources, and evaluating financial performance. Prior to the first quarter of 2026, the Company operated as one operating and reportable segment. See further discussion at Note 13, Segments.
Net loss per share
Basic income (loss) per share is determined by dividing net income (loss) by the weighted average common shares outstanding during the period. Diluted income (loss) per share is determined by dividing net income (loss) by diluted weighted average shares outstanding during the period. Diluted weighted average shares reflect the dilutive effect, if any, of potential common shares. To the extent their effect is dilutive, employee equity awards and other commitments to be settled in common stock are included in the calculation of diluted net income (loss) per share based on the treasury stock method.
The calculations of basic and diluted net loss per share for the three and six months ended June 30, 2026 and 2025 are as follows:
For the Three Months Ended For the Six Months Ended
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Net loss $ (21,735 ) $ (398,662 ) $ (92,516 ) $ (922,050 )
Weighted average shares outstanding 72,308,647 71,487,725 72,301,012 71,476,670
Loss per share
Basic: $ (0.30 ) $ (5.58 ) $ (1.28 ) $ (12.90 )
Diluted: $ (0.30 ) $ (5.58 ) $ (1.28 ) $ (12.90 )
In calculating diluted net loss per share, 1.1 million shares related to unvested restricted stock units were excluded for the three and six months ended June 30, 2026, and 1.4 million shares related to unvested restricted stock units were excluded for the three and six months ended June 30, 2025. The impact of including these restricted stock units would be anti-dilutive.
Accounting pronouncements issued but not yet effective
The Financial Accounting Standards Board issued the following Accounting Standards Updates (“ASUs”) which are not yet effective:
•ASU 2024-03 — Disaggregation of Income Statement Expenses (Subtopic 220-40): Requires disaggregated disclosure, in the notes to the financial statements, of prescribed categories of expenses within relevant income statement captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. The new standard may be applied either on a prospective or retrospective basis. Informa TechTarget is currently evaluating the impact this ASU will have on its consolidated financial statements, but does not expect it to have a material impact.
•ASU 2025-06 - Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Modernizes the guidance for accounting for internal-use software costs by eliminating references to specific project development stages and establishing new capitalization criteria based on management commitment and probability of
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completion. The ASU clarifies that significant development uncertainty exists only when there is uncertainty about performance requirements or the entity's ability to complete the software. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and interim periods within fiscal years beginning after December 15, 2028. Early adoption is permitted. The new standard may be applied either on a prospective or retrospective basis. Informa TechTarget is currently evaluating the impact this ASU will have on its consolidated financial statements.
3. Revenues
Disaggregation of revenue
Revenues by Categories:
For the Three Months Ended For the Six Months Ended
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Marketing, advertising services, and sponsorship $ 85,979 $ 87,134 $ 161,496 $ 159,417
Intelligence subscription services 18,623 19,682 37,280 38,528
Advisory services 11,507 13,114 23,288 25,660
Exhibitor and attendee 39 13 132 225
Total revenue $ 116,148 $ 119,943 $ 222,196 $ 223,830
During each of the three and six months ended June 30, 2026 and 2025, no individual customer accounted for 10% or more of total revenues and no customer represented 10% or more of total accounts receivable. Within the above disaggregation of revenue, Marketing, advertising services, and sponsorship and Exhibitor and attendee revenues primarily relate to the Company’s B2D segment; and Intelligence subscription services and Advisory services primarily relate to the Company’s I&A segment.
Contract liabilities
Total contract liabilities as of December 31, 2025 were $50.5 million, of which $16.4 million and $45.6 million were recognized as revenue during the three and six months ended June 30, 2026, respectively.
Long-lived assets by geographic area
Long-lived assets, excluding intangible assets and goodwill, by geographic area are detailed below:
As of
June 30, 2026 December 31, 2025
United States $ 16,227 $ 1,943
United Kingdom 506 722
Japan 199 962
China 810 977
Rest of World 991 873
Total $ 18,733 $ 5,477
The increase in long-lived assets is primarily related to the amendment of the Company's Newton, Massachusetts lease which increased operating lease right-of-use assets by $14.1 million in the six months ended June 30, 2026, see further discussion in Note 7, Leases. No individual country outside of the United States accounted for 10% or more of Informa TechTarget’s long-lived assets as of June 30, 2026. No individual country outside of the United States, the United Kingdom, Japan, and China accounted for 10% or more of Informa TechTarget’s long-lived assets as of December 31, 2025.
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4. Goodwill
The following table represents a roll forward of goodwill balances:
Balance as of December 31, 2025 $ 45,550
Additions $ 679
Impairment (45,006 )
Effect of exchange rate changes (146 )
Balance as of March 31, 2026 $ 1,077
Impairment —
Effect of exchange rate changes 17
Balance as of June 30, 2026 $ 1,094
As of June 30, 2026, the gross carrying amount and accumulated impairment losses of goodwill were $1,183.6 million and $1,182.5 million, respectively. As of June 30, 2026, the net carrying amount of goodwill was $1.1 million.
Goodwill impairment test
The Company tests whether goodwill is impaired at least annually, during the fourth quarter, or when events and circumstances indicate an impairment may have occurred (a “triggering event”). The Company identified a sustained decline in share price during the first 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 all reporting units. Accordingly, Informa TechTarget performed a quantitative goodwill impairment assessment on its reporting units using the key assumptions in the fair value calculations noted below. The Company did not identify a triggering event during the second quarter of 2026. During the first quarter of 2026, the Company made changes to its organizational structure to take advantage of the combined product offering portfolio that resulted from the Transactions. These changes impacted the Company’s reporting units. Prior to the reorganization, the Company operated in five reporting units: Canalys, Industry Dive, NetLine, Bluefin Legacy and legacy TechTarget. Subsequent to the reorganization, the Company operates in two reporting units: Brand to Demand (“B2D”) and Intelligence & Advisory (“I&A”). The Company completed a quantitative assessment of goodwill as of March 31, 2026 on both a pre- and post- reorganization basis.
•Projected cash flows: Management used a two-stage valuation approach to project impairment test cash flows, which included key assumptions of forecasted revenue growth rate and EBITDA margin. Forecasts for the first stage and second 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. The first stage consisted of approved projected financial information for a period of three years, 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 was estimated using the H‑Model. The H‑Model is typically applied to a subject company where the explicit forecast period reflects the company’s earlier stage of development. The H‑Model is a two‑stage growth model with an initial high‑growth rate stage, followed by a perpetual normalized growth stage. The growth rate in the initial high growth phase was set equal to the revenue growth rate in the reporting unit’s final discrete period, and declines linearly over a 3 year period to reach the stable growth rate in the long‑term.
•Discount rate: A post-tax discount rate using a weighted average cost of capital methodology. For the cost of debt, Informa TechTarget considered market rates, based on entities with a comparable credit rating. The cost of equity is calculated using the Capital Asset Pricing Model methodology. The discount rates include appropriate risk premiums to reflect additional risks of the specific reporting units being tested.
•Long-term growth rate: 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. Long-term growth rates have not been risk adjusted to reflect any of the business uncertainties noted above, as these uncertainties are already reflected in the discount rates used.
•Tax rate: The tax rate is based on external reports of the weighted-average corporate tax rates for the main geographic markets in which each reporting unit operates.
•Net working capital rate: 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.
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•Capital expenditures rate: The capital expenditures rate is based on the Company’s historical depreciation expense.
These estimates can be affected by several factors, including general economic, industry, and regulatory conditions; the risk-free interest rate environment; and Informa TechTarget's ability to achieve its forecasted operating results.
During the three months ended June 30, 2026, Informa TechTarget did not recognize any impairment charges related to its reporting units. During the six months ended June 30, 2026, Informa TechTarget recognized impairment charges, on a pre-reorganization basis, related to its Canalys, Bluefin Legacy and NetLine reporting units of $8.1 million, $3.7 million and $6.8 million, respectively. During the six months ended June 30, 2026, Informa TechTarget recognized an impairment charge, under the post-reorganization basis of two reporting units, related to its B2D reporting unit of $26.4 million. After the impairments, the B2D and I&A reporting units had no goodwill remaining and remaining goodwill of $1.1 million, respectively. During the three and six months ended June 30, 2025, Informa TechTarget recognized impairment charges, on a pre-reorganization basis, of $382.2 million and $841.3 million, respectively, related to its Canalys, Industry Dive, Bluefin Legacy and legacy TechTarget reporting units.
Fair value assessments of a reporting unit are considered a Level 3 measurement due to the significance of unobservable inputs used in their estimate. For the three months ended March 31, 2026, the discount rate used in the impairment test for the reporting units ranged from 21.5% to 25.5% under both the pre- and post-reorganization assessments.
5. Business Combination
2026 acquisition
In March 2026, the Company acquired certain assets and liabilities of Clickz Media Ltd and Myguides Ltd (collectively “Clickz”) for a purchase price of $1.1 million GBP cash ($1.5 million USD) and has included the financial results of Clickz in its consolidated financial statements from March 1, 2026, the date of acquisition. The transaction was not material to the Company and the costs associated with the acquisition were not material. The Company accounted for the transaction as a business combination under ASC 805 - Business Combinations. In allocating the purchase consideration based on estimated fair values, the Company recorded $0.7 million of goodwill, and $0.9 million of net assets including intangible assets of $1.1 million. The goodwill is not deductible for tax purposes. The goodwill was subsequently written off in connection with the Company’s March 31, 2026 goodwill impairment assessment, as discussed at Note 4, Goodwill. The pro forma impact of the acquisition was not material to the Company's historical unaudited interim condensed consolidated operating results and is therefore not presented.
2025 acquisition
In August 2025, the Company acquired certain assets and liabilities of Tech Research Pty Ltd and Tech Research Asia (collectively “TRA”) for a purchase price of $1.9 million, comprising $1.4 million of cash and contingent consideration with an estimated fair value of $0.5 million, and has included the financial results of TRA in its consolidated financial statements from August 1, 2025, the date of acquisition. The transaction was not material to the Company and the costs associated with the acquisition were not material. In allocating the purchase consideration based on estimated fair values, the Company recorded $1.0 million of goodwill, and $0.9 million of net assets including intangible assets of $0.9 million. The goodwill is not deductible for tax purposes. The pro forma impact of the acquisition was not material to the Company's historical unaudited interim condensed consolidated operating results and is therefore not presented.
6. Intangible Assets
The following tables set forth the information for intangible assets subject to amortization:
As of June 30, 2026
Weighted average remaining useful life (years) Gross Carrying Amount Accumulated Amortization Net
Customer relationships database 13.77 $ 611,613 $ (176,372 ) $ 435,241
Brands and trademarks 13.19 174,523 (40,462 ) 134,061
Intellectual property 5.50 159,807 (74,451 ) 85,356
Internal-use software 3.23 44,433 (14,574 ) 29,859
Total intangible assets $ 990,376 $ (305,859 ) $ 684,517
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As of December 31, 2025
Weighted average remaining useful life (years) Gross Carrying Amount Accumulated Amortization Net
Customer relationships database 14.17 $ 610,709 $ (145,588 ) $ 465,121
Brands and trademarks 13.67 174,479 (35,148 ) 139,331
Intellectual property 5.95 159,989 (64,342 ) 95,647
Developed technology 1.67 527 (309 ) 218
Internal-use software 3.24 37,197 (11,989 ) 25,208
Total intangible assets $ 982,901 $ (257,376 ) $ 725,525
Amortization expense for intangible assets was $25.8 million and $50.9 million during the three and six months ended June 30, 2026, respectively, and $25.8 million and $51.6 million during the three and six months ended June 30, 2025, respectively. Informa TechTarget capitalized internal-use software of $5.0 million and $9.3 million during the three and six months ended June 30, 2026, respectively, and $4.1 million and $8.5 million during the three and six months ended June 30, 2025, respectively.
Future expected amortization expense as of June 30, 2026 is as follows:
Years Ending December 31: Amortization Expense
2026 (July 1 - December 31) $ 54,152
2027 94,406
2028 86,478
2029 78,497
2030 69,313
Thereafter 301,671
$ 684,517
2026 disposition
In May 2026, the Company sold to Informa certain intangible assets associated with the platform known as GDC Vault for a sale price of $1.8 million. There was no value recorded in the Company’s financial statements related to the assets sold. The entire $1.8 million received was recorded as a gain within other income (expense), net in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). The gain is also disclosed as a related party transaction, as discussed at Note 12, Related Party Transactions.
7. Leases
Informa TechTarget determines if any arrangement is, or contains, a lease at its inception based on whether or not Informa TechTarget has the right to control the asset during the contract period. Informa TechTarget is a lessee in any lease contract when Informa TechTarget obtains the right to control the asset. Informa TechTarget’s leases are comprised of property related leases.
Informa TechTarget determines the lease term by assuming the exercise of renewal options that are reasonably certain to be exercised. The Company has leases with renewal options within its portfolio and includes the renewal periods in the lease term if it is reasonably certain to be exercised. Leases with a lease term of 12 months or less at inception are not reflected in Informa TechTarget’s consolidated balance sheets and those lease costs are expensed on a straight-line basis over the respective term. For leases with a term greater than 12 months, operating lease right-of-use (“ROU”) assets are presented within non-current assets, the current portion of operating lease liabilities are presented within current liabilities and the non-current portion of operating lease liabilities are presented within non-current liabilities on the consolidated balance sheets.
ROU assets represent Informa TechTarget’s right to use an underlying asset during the lease term and the lease liabilities represent Informa TechTarget’s obligation to make the lease payments arising during the lease. ROU assets and lease liabilities
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are recognized at commencement date based on the net present value of fixed lease payments over the lease term. As the implicit interest rate in the leases is generally not known, Informa TechTarget uses an incremental borrowing rate as the discount rate for purposes of determining the present value of lease liabilities. Where a discount rate is not implicit in the lease, Informa TechTarget calculates an incremental borrowing rate reflecting the risk profile of the underlying asset and the term of the lease length. The determination of the incremental borrowing rate takes into consideration the expected term of the lease, the effect of the currency in which the lease is denominated, and the rate of interest Informa TechTarget expects to incur on a collateralized debt instrument.
In October 2025, Informa TechTarget amended its global headquarters lease in Newton, Massachusetts. As a result of the lease modification, during the three months ended March 31, 2026, the Company recorded a $14.1 million ROU asset, an $8.5 million non-current operating lease liability, a $3.5 million current operating lease liability and $2.1 million to prepaid expenses and other current assets.
Operating lease expense is recognized on a straight-line basis over the lease term. During the three and six months ended June 30, 2026, operating lease costs were $1.2 million and $2.2 million, respectively. During the three and six months ended June 30, 2025, operating lease costs were $1.7 million and $3.0 million, respectively. Expenses associated with short-term leases were $2.3 million and $4.8 million for the three and six months ended June 30, 2026, respectively. Expenses associated with short-term leases were $2.2 million and $4.6 million for the three and six months ended June 30, 2025, respectively. There were no material expenses associated with variable leases for each of the three and six months ended June 30, 2026 and 2025.
The amounts relating to operating leases included in the consolidated balance sheets are as follows:
As of
June 30, 2026 December 31, 2025
Operating lease right-of-use assets $ 16,016 $ 3,178
Current operating lease liabilities $ 2,434 3,112
Non-current operating lease liabilities 9,136 1,426
Total operating lease liabilities $ 11,570 $ 4,538
The weighted average remaining lease term and weighted average discount rate for operating leases are:
As of
June 30, 2026 December 31, 2025
Weighted-average years remaining lease term — operating leases 8.3 1.4
Weighted-average discount rate — operating leases 6.5 % 5.7 %
Remaining maturities of lease liabilities as of June 30, 2026 are as follows:
Minimum Lease
Years ending December 31: Payments
2026 (July 1 - December 31) $ 1,458
2027 1,987
2028 1,760
2029 1,313
2030 1,300
Thereafter 7,372
Total future minimum lease payments 15,190
Less imputed interest (3,620 )
Total operating lease liabilities $ 11,570
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8. Convertible Notes and Credit Facility
Convertible Notes
Upon the Merger, the Company assumed Former TechTarget's convertible notes, which were comprised of $3.0 million principal amount of outstanding 2025 Notes and $414.0 million principal amount of outstanding 2026 Notes.
On January 24, 2025, Informa TechTarget completed the repurchase of substantially all of its 2025 Notes and 2026 Notes using proceeds of borrowings under the Credit Facility (as defined below), together with cash on hand and cash from the liquidation of short-term investments. Upon repurchase, Informa TechTarget paid approximately $417.0 million principal amount outstanding together with an immaterial amount of accrued interest on the 2025 Notes.
Informa Revolving Credit Facility
Informa TechTarget has a $250.0 million unsecured five-year revolving credit facility (the “Credit Facility”) with Informa Group Holdings Limited, an affiliate of Informa. Amounts may be drawn under the Credit Facility through the earlier of December 2, 2029, or the termination of the commitments thereunder, if applicable. Up-front lender fees and debt issuance costs were capitalized and included in prepaid expenses and other current assets and are amortized on a straight-line basis over the availability period.
Recurring fees incurred, as noted below, are expensed as incurred. When drawn, Informa TechTarget has the right to elect the interest rate with respect to such borrowings at either an alternate base rate (“ABR”) or the secured overnight financing rate (“SOFR”) plus an interest rate margin based on Informa TechTarget’s Consolidated Total Net Leverage Ratio. Further, Informa TechTarget retains the right to vary the interest rate of drawn borrowings between ABR and SOFR, and the interest rate may automatically be converted upon the occurrence of certain events. The interest rate margin varies from 1.50% to 2.00% for ABR borrowings and 2.50% to 3.00% for SOFR borrowings. The Credit Facility involves customary funding fees and commitment fees, which range from 0.30% to 0.50% based on the amount of average daily unused commitments thereunder.
Borrowings under the Credit Facility may be prepaid by Informa TechTarget at any time without premium or penalty. Amounts drawn and repaid may be reborrowed. Informa TechTarget may be required to prepay borrowings under the Credit Facility upon an Event of Default (as defined within the Credit Facility) or if borrowings thereunder exceed the commitment amount. Additionally, upon the occurrence and continuance of an Event of Default, overdue payments accrue interest at the rate initially applicable thereto plus default interest of 2.00%.
Borrowings under the Credit Facility are unsecured. The Credit Facility is guaranteed by Informa TechTarget’s existing and future material wholly-owned domestic subsidiaries, including Former TechTarget, subject to customary exceptions. The Credit Facility contains customary representations, warranties, events of default, and affirmative and negative covenants, including the requirement to maintain a Consolidated Total Net Leverage Ratio of 3.00 to 1.00 or less (subject to certain adjustments) and a Consolidated Interest Coverage Ratio of at least 3.00 to 1.00.
As of June 30, 2026 and December 31, 2025, Informa TechTarget had $120.1 million and $106.7 million, respectively, drawn under the Credit Facility. Informa TechTarget borrowed $13.4 million under the Credit Facility during the six months ended June 30, 2026.
9. Restructuring expense (income)
During August 2025, the Company implemented a restructuring and workforce reduction program (the “Restructuring Plan”) designed to improve operational efficiency and reduce costs. The program included both voluntary and involuntary employee terminations, as well as modifications to equity awards for certain affected employees. The accounting treatment of severance benefits and related expenses was determined based on the nature of the termination arrangement and the applicable accounting guidance.
The following table represents a roll forward of restructuring expense (income):
Balance as of December 31, 2025 $ 2,919
Expense (Income) (455 )
Payments/Settlements (1,936 )
Balance as of March 31, 2026 $ 528
Expense (Income) 73
Payments/Settlements (241 )
Balance as of June 30, 2026 $ 360
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The Company recognized restructuring charges of $0.1 million during the three months ended June 30, 2026. The Company recognized adjustments to restructuring charges of $0.4 million during the six months ended June 30, 2026, due to $0.5 million in reversals of previously recorded expenses as a result of changes in estimates related to other compensation and benefits.
As part of the severance arrangements, certain employees received accelerated vesting of RSUs. Additionally, certain RSUs were deemed to have been modified. The Company measured the incremental fair value of the modified awards on the modification date using appropriate valuation techniques.
10. Stock-Based Compensation
2017 Stock Option and Incentive Plan
The TechTarget, Inc. 2017 Stock Option and Incentive Plan (the “2017 Plan”) became effective June 16, 2017. In connection with the Merger, the Company assumed the 2017 Plan, and 949,300 unvested restricted stock units outstanding immediately prior to the Merger were converted into 1,492,858 unvested restricted stock units of the Company. Each restricted stock unit is subject to the same terms and conditions as prior to the Merger and grants vest in equal tranches over a three-year period. Shares of stock underlying awards of restricted stock units are not issued until the units vest.
No new awards may be granted under the 2017 Plan; however, 475,721 shares of common stock remain available for issuance under the 2017 Plan in connection with restricted stock units previously awarded under the 2017 Plan.
2024 Incentive Plan
In September 2024, Former TechTarget’s board of directors, as well as the Company’s then-current board of directors, approved the 2024 Incentive Plan (the “2024 Plan”), which was approved by the stockholders of Former TechTarget in conjunction with their approval of the Merger agreement and became effective on the Acquisition Date. On December 2, 2024, 6,366,171 shares of Informa TechTarget’s common stock were reserved for issuance under the 2024 Plan and, generally, shares that are forfeited or canceled from awards under the 2024 Plan also will be available for future awards. Under the 2024 Plan, Informa TechTarget may grant restricted stock and restricted stock units, non-qualified stock options, stock appreciation rights, performance awards, and other stock-based and cash-based awards. Grants vest in equal annual tranches over a three-year period. Shares of stock underlying awards of restricted stock units are not issued until the units vest. The 2024 Plan further provides that, in the event any dividends or dividend equivalents are declared with respect to restricted stock, restricted stock units, other stock-based awards and performance awards, such dividends or dividend equivalents would be subject to the same vesting and forfeiture provisions as the underlying award. There are a total of 639,285 shares of common stock that remain subject to outstanding stock-based grants under the 2024 Plan as of June 30, 2026. A further 5,676,203 shares of common stock remain available for issuance for future awards under the 2024 Plan as of June 30, 2026.
2024 Employee Stock Purchase Plan
In September 2024, Former TechTarget’s board of directors adopted the TechTarget, Inc. 2024 Employee Stock Purchase Plan (the “ESPP” and, together with the 2017 Plan and the 2024 Plan, the “Informa TechTarget Plans”), which became effective on the Acquisition Date, at which time 1,400,000 shares of Informa TechTarget’s common stock were reserved for issuance under the ESPP. The ESPP offers eligible participants the opportunity to purchase shares of Informa TechTarget common stock over a twelve-month offering period, which consists of two consecutive six-month purchase periods. Employees may purchase a limited amount (up to $25,000) of shares of the Company’s common stock under the ESPP at a discount of up to 15% of the lesser of the market value of the common stock at either (a) the beginning of the six-month purchase period during which the shares of Informa TechTarget common stock are purchased or (b) the end of such six-month purchase period. During the three months ended June 30, 2026, 29,131 shares were issued under the ESPP. There was no activity under the ESPP during 2025. As of June 30, 2026, 1,370,866 shares of common stock remain available for issuance under the ESPP.
Informa incentive plans
Certain employees of Informa TechTarget were and continue to be eligible to participate in the following plans issued by Informa: the Long-Term Incentive Plan, ShareMatch, and the US Employee Share Purchase Plan (collectively, the “Parent Plans”). As Informa TechTarget participates in but is not the sponsoring entity of these Parent Plans, no shares for these Parent Plans have been allocated to Informa TechTarget. Any expense resulting from participation in the Parent Plans is included in the consolidated statements of income (loss) and comprehensive income (loss).
Accounting for stock-based compensation
Stock-based compensation expense is recognized based on the estimated fair value of the awards under ASC 718, Compensation — Stock Compensation. The fair value of awards granted under the Informa TechTarget Plans or the Parent
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Plans is based on either Informa TechTarget's or the Parent’s common stock, depending on the plan under which the awards were granted. The Company applies an estimated annual forfeiture rate based on historical averages in determining the expense recorded in each period.
Restricted stock unit (RSU) awards
Restricted stock unit awards are valued at the market price of a share of Informa TechTarget’s common stock on the date of the grant. A summary of the restricted stock unit award activity under Informa TechTarget’s 2017 Plan and 2024 Plan for the six months ended June 30, 2026 is presented below:
Shares Weighted- Average Grant Date Fair Value Per Share Aggregate Intrinsic Value
Nonvested outstanding at December 31, 2025 1,184,653 $ 18.13 $ 6,397,126
Granted — —
Vested (12,934 ) 31.54
Forfeited (113,750 ) 20.33
Nonvested outstanding at June 30, 2026 1,057,969 $ 17.72 $ 3,806,708
The total fair value of RSU awards that vested during the three and six months ended June 30, 2026 was $0.2 million and $0.4 million, respectively.
As of June 30, 2026, there was $10.4 million of total unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted average period of 1.66 years.
11. Income Taxes
The Company measures its interim period tax expense using an estimated annual effective tax rate and adjustments for discrete taxable events that occur during the interim period. However, if the Company is unable to make a reliable estimate of its annual effective tax rate, then the actual effective tax rate for the year-to-date period may be the best estimate. For the three and six months ended June 30, 2026, the Company recorded its tax expense based on the actual effective tax rate as it was determined that it was unable to make a reliable estimate of its forecasted effective tax rate. The Company recorded an income tax benefit of $2.0 million and an income tax benefit of $13.4 million for the three and six months ended June 30, 2026, respectively. The Company recorded an income tax benefit of $19.6 million and an income tax provision of $6.8 million for the three and six months ended June 30, 2025, respectively. The tax benefit for the three and six months ended June 30, 2026 decreased by approximately $17.6 million and increased by approximately $20.2 million, respectively, as compared to the same periods in 2025, primarily due to a larger non-deductible goodwill impairment charge in the 2025 periods, and a difference in geographic mix of earnings in 2026 compared to 2025 for both the three and six month periods. Due to the Company’s history of impairments the effect of the non-deductible goodwill impairment was not treated as a discrete item in both the three and six months ended June 30, 2025.
12. Related Party Transactions
Revenue and other transactions entered into in the ordinary course of business
Informa TechTarget enters into revenue arrangements in the ordinary course of business with the Parent and its affiliates, which resulted in recording immaterial revenue and cost of revenues during each of the three and six months ended June 30, 2026 and 2025.
Revolving line of credit
On December 2, 2024, Informa TechTarget entered into a related party loan arrangement with the Informa Group Holdings Limited, which provides Informa TechTarget with a $250.0 million unsecured five-year revolving Credit Facility, which has been drawn upon as of June 30, 2026. Informa TechTarget has paid $1.9 million in certain fees related to the Credit Facility, which have been capitalized and included in other non-current assets. Amortization of these commitment fees into interest expense have not been material for the three months ended June 30, 2026 and 2025, respectively.
As of June 30, 2026 and December 31, 2025, Informa TechTarget had $120.1 million and $106.7 million, respectively, drawn in revolving loans under the Credit Facility. Informa TechTarget borrowed $13.4 million under the Credit Facility during the six months ended June 30, 2026.
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Interest expense
Interest expense on borrowings under the Credit Facility is recorded within related party interest expense within the accompanying unaudited condensed consolidated statements of income (loss) and comprehensive income (loss) as follows:
For the Three Months Ended June 30, For the Six Months Ended June 30,
2026 2025 2026 2025
Related party interest expense $ 2,166 $ 2,815 $ 4,300 $ 4,628
The accrued interest expense related to long-term debt to Parent was immaterial as of June 30, 2026, and is recorded in related party payables within the accompanying unaudited condensed consolidated balance sheets.
Related party receivables and payables
Informa TechTarget has receivables and payables with the Parent arising from transactions entered into in the ordinary course of business with the Parent, such as related party sales, shared and corporate cost recharges, including payroll and employee related costs, acquisition and integration costs and central operating costs.
Related party receivables and payables are recorded in the accompanying unaudited condensed consolidated balance sheets as follows:
As of
June 30, 2026 December 31, 2025
Related party receivable $ 1,359 $ 4,019
Related party payables $ 5,051 $ 5,671
Settlement patterns of related party payables vary from transaction to transaction and are repaid on a non-routine basis. Changes in related party receivables and payables are presented in operating activities in the unaudited condensed consolidated statement of cash flows.
Service agreements
In connection with the Merger, Informa TechTarget entered into a transitional service agreement with Informa Group Limited to receive certain business support services for generally up to 18 months after the closing for an initial monthly fee which approximated $2.0 million and decreases over the course of the agreement. These services include, but are not limited to, IT services, accounting & financial services, HR & payroll services, property services, and business support services. In connection with the Merger, Informa TechTarget also entered into various arrangements with employees of the Parent and its subsidiaries, including the Company's Chief Executive Officer, to perform services for Informa TechTarget under a secondment arrangement. For the three and six months ended June 30, 2026, Informa TechTarget had incurred $5.4 million and $11.2 million, respectively, for these transitional and secondment services, which are classified within general and administrative expenses. For the three and six months ended June 30, 2025, Informa TechTarget had incurred $4.9 and $10.3 million, respectively, for these transitional and secondment services. For the three and six months ended June 30, 2026, the Company incurred related party acquisition and integration costs of $1.0 million and $2.0 million, respectively. For the three and six months ended June 30, 2025, the Company incurred related party acquisition and integration costs of $5.1 million and $5.4 million, respectively. In the Company’s previously filed Form 10-Q for the quarterly period ended June 30, 2025, the Company incorrectly disclosed the related party acquisition and integration costs as $12.1 million and $19.4 million, for the three and six months ended June 30, 2025, respectively. This immaterial error did not impact total acquisition and integration costs or total net income. These amounts have been corrected in this Form 10-Q for the quarterly period ended June 30, 2026.
Other
As discussed in Note 6. Intangible Assets, in May 2026, the Company sold to Informa certain intangible assets associated with the platform known as GDC Vault for a sale price of $1.8 million. The entire $1.8 million was received in cash and was recorded as a gain within other income (expense), net in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss), as there was no carrying value associated with the intangible assets sold.
13. Segments
In connection with the Transactions, during the first quarter of 2026, the Company made changes to its organizational structure to take advantage of the combined product offering portfolio. These changes did not impact the Company’s consolidated financial statements, but did impact its reportable segments. The Company has determined that it operates in two operating and reportable segments: Brand to Demand (“B2D”) and Intelligence & Advisory (“I&A”). Prior to the first quarter
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of 2026, the Company operated as one operating and reportable segment. Segment information for the comparative prior year period has been recast to reflect the two operating and reportable segments.
The B2D segment primarily generates revenues through the provision of products and services that help clients raise awareness for their brand, establish thought leadership in the marketplace, build consideration and ultimately generate demand for sales. All of the Company's B2D products and services are underpinned by a depth of market expertise and experience and a wealth of proprietary market and permissioned membership data that enables the creation of custom content offerings, and the ability to comprehensively analyze purchase intent data from actively engaged enterprise technology and business professionals. The clients and users of the Company's B2D segment products and services are primarily product marketers, brand markets, demand markers, partner marketers, industry marketers, field marketers and field sales.
The I&A segment primarily generates revenues through the provision of products and services that inform and shape the corporate strategy, market strategy, product strategy and go-to market strategy of our clients. All of our I&A products and services are underpinned by a depth of market expertise and experience and a wealth of proprietary market and permissioned membership data that enables the creation of market intelligence data and analysis and strategy and go-to-market strategy advisory. The clients and users of our I&A segment products and services are primarily corporate strategy & development, strategic business development, product managers and product marketers.
The segments represent components of the Company for which separate financial information is available that is utilized by the CODM (Chief Executive Officer) in determining how to make operational decisions, allocate resources and evaluate performance. The segments are determined based on several factors, including homogeneity of products, delivery channels, client base, and go to market strategy. The CODM considers both budget to actual results, as well as actual to actual variances, when evaluating the performance of, and allocating resources to, each of the segments, as well as in developing certain compensation recommendations.
Segment expenses include the expenses of each segment organization that are reviewed by the CODM, and exclude unallocated corporate and administrative costs, depreciation, amortization, goodwill impairment, restructuring expense (income), acquisition and integration expenses, and remeasurement of contingent consideration. The accounting policies used by the segments are the same as those used in the consolidated financial statements. The CODM does not review or evaluate assets as part of segment performance. Accordingly, the Company does not identify or allocate assets by reportable segment.
The following tables present selected segment information as described above:
Three Months Ended June 30, 2026
Brand to Demand Intelligence & Advisory Total Segments
Revenue $ 85,866 $ 30,282 $ 116,148
Direct expenses (1) (16,268 ) (2,806 ) (19,074 )
Indirect expenses (2) (28,205 ) (19,736 ) (47,941 )
Segment operating income $ 41,393 $ 7,740 $ 49,133
Three Months Ended June 30, 2025
Brand to Demand Intelligence & Advisory Total Segments
Revenue $ 87,361 $ 32,582 $ 119,943
Direct expenses (1) (16,249 ) (2,721 ) (18,970 )
Indirect expenses (2) (30,416 ) (20,348 ) (50,764 )
Segment operating income $ 40,696 $ 9,513 $ 50,209
Six Months Ended June 30, 2026
Brand to Demand Intelligence & Advisory Total Segments
Revenue $ 161,057 $ 61,139 $ 222,196
Direct expenses (1) (29,980 ) (4,746 ) (34,726 )
Indirect expenses (2) (56,148 ) (38,998 ) (95,146 )
Segment operating income $ 74,929 $ 17,395 $ 92,324
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Six Months Ended June 30, 2025
Brand to Demand Intelligence & Advisory Total Segments
Revenue $ 159,151 $ 64,679 $ 223,830
Direct expenses (1) (28,061 ) (5,740 ) (33,801 )
Indirect expenses (2) (62,329 ) (40,363 ) (102,692 )
Segment operating income $ 68,761 $ 18,576 $ 87,337
(1)Direct expenses in both operating segments represent costs directly incurred in generating revenues, including editorial and consulting costs, third-party and advertising spend, freelance contractor expenses, website hosting and other direct IT costs, sales commissions, event and venue expenses, directly attributable travel and related costs, and bad debt provisions.
(2)Indirect expenses in both operating segments reflect costs not directly attributable to revenue generation. These consist primarily of salaries and other personnel-related costs, office and facility expenses and related overheads, accounting, legal and other professional fees, and product development expenditures. For the three months ended June 30, 2026, indirect expenses include depreciation and amortization expense of $0.3 million in the B2D segment, and $0.1 million in the I&A segment. For the three months ended June 30, 2025, indirect expenses include depreciation and amortization expense of $0.3 million in the B2D segment and $0.2 million in the I&A segment. For the six months ended June 30, 2026, indirect expenses include depreciation and amortization expense of $1.1 million in the B2D segment, and $0.1 million in the I&A segment. For the six months ended June 30, 2025, indirect expenses include depreciation and amortization expense of $0.6 million in the B2D segment and $0.4 million in the I&A segment. The Brand to Demand indirect expenses previously reported for the three months ended March 31, 2026 and March 31, 2025 were understated by $1.8 million and $5.5 million respectively, and therefore the segment operating income was overstated by those amounts in those periods. The unallocated indirect expenses previously reported for the three months ended March 31, 2026 and March 31, 2025 were overstated by $1.8 million and $5.5 million respectively. These immaterial errors have been corrected for the six months ended June 30,2026 and June 30, 2025.
The following table presents a reconciliation of segment operating income to reported operating loss:
For the Three Months Ended For the Six Months Ended
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Segment operating income $ 49,133 $ 50,209 $ 92,324 $ 87,337
Unallocated direct expenses (1) (4,739 ) (4,825 ) (7,762 ) (5,904 )
Unallocated indirect expenses (2) (31,968 ) (32,742 ) (67,809 ) (67,485 )
Unallocated depreciation (337 ) (301 ) (975 ) (600 )
Unallocated amortization (25,571 ) (25,571 ) (49,809 ) (51,054 )
Impairment of goodwill — (382,248 ) (45,006 ) (841,348 )
Restructuring (expense) income (73 ) — 382 —
Acquisition and integration costs (8,526 ) (14,811 ) (24,348 ) (24,139 )
Remeasurement of contingent consideration — — (36 ) —
Reported operating loss (22,081 ) (410,289 ) (103,039 ) (903,193 )
Related party interest expense (2,166 ) (2,815 ) (4,300 ) (4,628 )
Interest income 51 62 103 888
Other income (expense), net 451 (5,222 ) 1,351 (8,316 )
Loss before provision for income taxes $ (23,745 ) $ (418,264 ) $ (105,885 ) $ (915,249 )
(1)Unallocated direct expenses include selected marketing and promotional costs, commissions, travel and entertainment expenses, allowance for credit losses, and other similar items that are not attributable to individual operating segments. Accordingly, these expenses are excluded from the assessment of segment performance.
(2)Unallocated indirect expenses primarily include personnel and related costs of central functions, facility and related overhead expenses, and accounting, legal, and other professional fees. These costs are not considered in assessing operating segment performance.
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