8-K
TechTarget, Inc. (TTGT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 11, 2026
TechTarget, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 1-42428 | 99-2218610 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 275 Grove Street,<br><br>Newton, MA | 02466 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (617)
431-9200
(Former Name or Former Address, if Changed Since Last Report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below): | |
|---|---|
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 per value per share | TTGT | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On March 11, 2026, TechTarget, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2025, which is posted on the Investor Relations section of the Company's website at www.informatechtarget.com. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Item 2.02 of this Form 8-K (including Exhibit 99.1) is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation by reference language in such filing, except as expressly set forth by specific reference in such a filing.
Item 5.08 Shareholder Director Nominations.
The Board of Directors of the Company (the “Board”) has established June 11, 2026, as the date of the 2026 Annual Meeting of Stockholders of the Company (the “2026 Annual Meeting”). Because the date of the 2026 Annual Meeting has been advanced by more than thirty (30) days from the anniversary of the Company’s 2025 Annual Meeting of Stockholders, the Company is hereby informing its stockholders of the 2026 Annual Meeting date and providing information on the due date for the submission of any stockholder proposals or stockholder director nominations. The record date, time and location of the 2026 Annual Meeting will be set forth in the Company’s proxy statement for the 2026 Annual Meeting.
In order for a stockholder proposal or stockholder nomination for director to be considered for inclusion in the proxy materials, including pursuant to Rule 14a-8 under the Exchange Act, such proposals must be received at the Company’s principal executive offices no later than March 21, 2026, which is the tenth day following the public announcement of the date of the 2026 Annual Meeting and which the Company has determined to be a reasonable time before it expects to print and send its proxy materials.
In accordance with the Company’s Amended and Restated Bylaws, if a stockholder of the Company intends to nominate a person for election to the Board at the 2026 Annual Meeting or intends to submit a proposal regarding any other matter of business at the 2026 Annual Meeting, but does not intend for such proposal to be included in the 2026 Proxy Statement, notice of any such nominations or other business must be received by the Corporate Secretary no later than March 21, 2026, which is the tenth day following the public announcement of the date of the 2026 Annual Meeting.
In addition to satisfying the advance notice requirements described above and in the Company’s Amended and Restated Bylaws, to comply with the SEC’s universal proxy rules, a person who intends to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company that sets forth the information required by Rule 14a-19(b) under the Exchange Act no later than April 13, 2026.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following Exhibit 99.1 relating to Item 2.02 shall be deemed to be furnished, and not filed:
| Exhibit<br><br>Number | Description | |
|---|---|---|
| 99.1 | Press Release dated March 11, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TechTarget, Inc. | ||
|---|---|---|
| Date: March 11, 2026 | By: | /s/ Daniel Noreck |
| Daniel Noreck | ||
| Chief Financial Officer and Treasurer |
EX-99.1
Exhibit 99.1
Informa TechTarget
March 11, 2026
Informa TechTarget Reports Fourth Quarter and Full Year 2025 Results
2025 Financial Results In-Line with Guidance, Underpinned by Operational Improvements
2026 Guidance Targets Growth
Newton, MA, March 11, 2026 – TechTarget, Inc. (Nasdaq: TTGT), (“Informa TechTarget” or the “Company”), a leading growth accelerator for the B2B Technology sector, today reports financial results for the fourth quarter and full-year ended December 31, 2025.
Highlights
- Full-Year Financial Results Delivered to Guidance: 2025 full year GAAP revenue of $486.8 million (2024: $284.9 million; $490.4 million on a Combined Company basis(1)(2)) consistent with our guidance for a broadly flat outcome; Net loss was $1.0 billion (Net loss margin 207.1%) compared to Net loss of $116.9 million in 2024 (Net loss margin 41.0%) and Net Loss of $166.0 million (Net loss margin 33.8%) on a Combined Company(1) basis in 2024;
- Full-Year Adjusted EBITDA Growth: 2025 Adjusted EBITDA(1) of $87.3 million, up 11% year-over-year on a Combined Company basis, with Adjusted EBITDA margin(1) increasing 180 basis points to 17.9% (2024: 16.1% on a Combined Company basis(1)(2));
- Q4 2025 Acceleration: GAAP revenues up 15% in Q4 2025 versus Q3 2025, and up 3% year-over-year on a Combined Company(1) basis, continuing the improvement through the second half of 2025 as benefits of our Combination Plan started to take effect;
- Membership and Activity Growth: Expert, original, trusted editorial content remains a vital point of differentiation and supported growth in membership and increased member activity in 2025, despite shifting patterns in search traffic, and also led to 48 prestigious industry awards recognizing the quality of our journalism;
- Product Innovation: Brand2Demand portfolio streamlined with expanded reach through our combined audience dataset, enhanced buying group identification and delivery, enriched intent signals and direct integration with industry leading partner platforms in the Informa TechTarget Portal. Compelling product roadmap for 2026 as we leverage the power of AI to enhance existing and launch new offerings;
- NetLine acceleration: Repositioning of NetLine to serve the cost-conscious, volume end of the demand generation market, expanding our addressable market and delivering strong growth in revenue and bookings;
- Brand Strength: Intelligence & Advisory operations consolidated under the Omdia brand to create comprehensive market intelligence platform, recognized by the Institute of Influencer and Analyst Relations’ (IIAR) Analyst Firm of the Year;
- Focused Go-to-Market Strategy: Increasing emphasis put on major customer accounts and high growth market segments, with dedicated sales and service teams established to deepen relationships and, improve customer satisfaction resulting in approximately 10% growth in revenue from our largest customers;
- Combination: Significant progress in the Foundation Year consolidating, integrating, automating and embedding AI to improve productivity and quality, making ourselves easier to do business with and easier to work for;
- 2026 Guidance for Growth: In 2026, the Company is targeting a return to revenue growth and a further year-on-year increase in Adjusted EBITDA to between $95.0 million and $100.0 million.
Gary Nugent, Chief Executive Officer, Informa TechTarget, said:
“2025 was the foundation year for Informa TechTarget, with the focus on executing against our Combination Plan, laying the path ahead for durable growth. We combined and invested in our businesses, brands and teams, establishing a clear and compelling customer proposition and strengthening our market presence.”
He added: “In 2026, we are focused on delivering growth. Building upon the foundations we will leverage our scale in proprietary market and permissioned audience data and the breadth of product offerings to become an indispensable partner to the technology industry. Our AI strategy is aimed at unlocking more value from our unique data assets, personalizing audience experiences, and enhancing the effectiveness of go-to-market programs for our business and our clients. We are confident that the progress we have made coupled with the investments we continue to make will better position us for the year ahead and long-term value creation opportunities for our shareholders.”
Fourth Quarter 2025 Financial Results
Fourth quarter revenues were $140.7 million, compared to GAAP revenues of $100.4 million in 2024 and $136.9 million on a Combined Company basis for the same period in 2024, representing an increase of 3% year-over-year on a Combined Company basis.
Net losses narrowed to $9.5 million in the fourth quarter from $76.8 million in the prior quarter, compared to a net loss of $39.7 million and $83.5 million (on a Combined Company basis) for the same period in 2024. The fourth quarter outcome included a $9.9 million non-cash goodwill impairment, reflecting the reduction in the Company’s market capitalization during the quarter relative to its book value at the prior quarter-end.
Adjusted EBITDA for the fourth quarter was $41.6 million, compared to $26.5 million in the same period in 2024 on a Combined Company basis, an increase of 57% year-over-year on a Combined Company basis. The sharp increase reflected a combination of operating leverage through the quarter, cost efficiencies from our Combination Plan and certain favorable phasing of expenses. The growth in Adjusted EBITDA led to an increase in Adjusted EBITDA margin to 29.6%, compared to 19.4% for the same period in 2024 on a Combined Company basis.
The balance sheet remained strong at the end of the fourth quarter, with $40.6 million in cash and cash equivalents, and $106.7 million of the Company's $250.0 million unsecured five-year revolving credit facility utilized.
Full-Year 2025 Financial Results
Revenues for the full-year 2025 were $486.8 million compared to GAAP revenues of $284.9 million in 2024 and $490.4 million on a Combined Company basis in 2024, consistent with our guidance of “broadly flat”.
Net losses were $1.0 billion in 2025, compared to net losses of $116.9 million in 2024 and net losses of $166.0 million on a Combined Company basis in 2024. This increase in net losses was predominantly made up of a $931.5 million non-cash goodwill impairment, reflecting the reduction in the Company’s market capitalization during the year relative to book value at the prior year-end. This led to the increase in Net loss margin to 207.1% in 2025 compared to 41.0% in 2024 and 33.8% in 2024 on a Combined Company basis.
Adjusted EBITDA for the full-year 2025 totaled $87.3 million, exceeding our guidance of at least $85.0 million. This represents an increase of 11% compared to the $78.8 million delivered in 2024 on a Combined Company basis, with year-on-year growth reflecting the accelerated delivery of cost savings from our Combination Plan, which were more than double the original plan of $5.0 million and we remain confident in achieving our planned cost savings and revenue synergies by the end of 2027. Adjusted EBITDA margin advanced to 17.9% in 2025 compared to 16.1% achieved in 2024 on a Combined Company basis.
2026 Outlook
Following the substantial progress made with our Combination Plan in 2025, the priority for 2026 is to build on the foundations laid and to return to growth in 2026.
The business has scale and breadth in the market, and this gives us a real opportunity to establish ourselves as an indispensable partner to the technology industry, which should enable us to capture an increasing share of wallet from customers.
While we assume that the market demand in 2026 will be in line with 2025, we expect to return to growth in 2026. With our continued cost discipline measures and the annualization of synergies, we expect our Adjusted EBITDA to grow to a range of $95.0 million to $100.0 million, marking a further improvement in our Adjusted EBITDA margin. Q1 2026 will reflect progress on this.
1 Denotes a non-GAAP financial measure. See Non-GAAP Financial Measures below for explanations of these measures and reconciliations to comparable GAAP measures.
2 Combined Company measure represents Informa TechTarget’s performance for the three months and year ended December 31, 2024 as if the acquisition of Former TechTarget had occurred on January 1, 2023. Note that it is not necessarily indicative of the performance of Informa TechTarget that may have actually occurred had the combination been completed on January 1, 2023.
The Company’s financial outlook statements are based on current expectations. The preceding statements are forward-looking, and actual results could differ materially depending on market conditions and the factors set forth under “forward-looking statements” below. The Company has not reconciled its Adjusted EBITDA outlook to GAAP net income (loss) due to the uncertainty and variability of earnings before net interest, income taxes, depreciation and amortization, as further adjusted to exclude stock-based compensation, other income and expenses such as asset impairment and impairment related to goodwill, costs related to mergers, acquisitions or reduction in forces expenses, and foreign exchange gains or losses, if any, which are reconciling items between Adjusted EBITDA and GAAP net income (loss). Because the Company cannot reasonably predict such items, a reconciliation to forecasted GAAP net income (loss) is not available without unreasonable effort. Such items could have a significant impact on the calculation of GAAP net income (loss). For more information, see “Non-GAAP Financial Measures and Key Business Metrics” below.
| Conference Call and Webcast |
|---|
The Company will discuss these financial results in a conference call and webcast on Wednesday March 11, 2026 at 5:00 PM (Eastern Time) which will include brief remarks by management followed by questions and answers.
Conference Call Dial-In Information:
- United States (Toll Free): 1-833-470-1428
- United States: 1-646-844-6383
- United Kingdom (Toll Free): +44 808 189 6484
- United Kingdom: +44 20 8068 2558
- Global Dial-in Numbers
- Access code: 045571
- Please access the call at least 10 minutes prior to the time the conference is set to begin.
- Please ask to be joined into the Informa TechTarget call.
Conference Call Webcast Information:
This webcast can be accessed via Informa TechTarget’s website at:
https://investor.informatechtarget.com/
Conference Call Replay Information:
A replay of the conference call will be available via telephone beginning one (1) hour after the conference call through Friday April 10, 2026 at 11:59 p.m. EST. To hear the replay:
- United States (Toll Free): 1-866-813-9403
- United States: 1-929-458-6194
- Access Code: 436734
| Contacts | |
|---|---|
| Dan Noreck, Chief Financial Officer | +1 617 431 9200 |
| Garrett Mann, Corporate Communications | +1 617 431 9371 |
About Informa TechTarget
TechTarget, Inc. (Nasdaq: TTGT), which also refers to itself as Informa TechTarget, informs, influences and connects the world’s technology buyers and sellers, helping accelerate growth from R&D to ROI.
With a vast reach of over 220 highly targeted technology-specific digital properties and approximately 57.6 million permissioned first-party audience members, Informa TechTarget has a unique understanding of and insight into the technology market.
Underpinned by those audiences and their intent data, we offer expert-led, data-driven, and digitally enabled services that deliver significant impact and measurable outcomes to our clients.
Informa TechTarget is headquartered in Boston, MA and has offices in 19 global locations. For more information, visit informatechtarget.com and follow us on LinkedIn.
© 2026 TechTarget, Inc. d/b/a Informa TechTarget. All rights reserved. All trademarks are the property of their respective owners.
Non-GAAP Financial Measures and Key Business Metrics
This release and the accompanying tables include a discussion of Adjusted EBITDA, Adjusted EBITDA Margin, Combined Company Revenue, Combined Company Net Loss, Combined Company Net Loss Margin, Combined Company Adjusted EBITDA, Combined Company Adjusted EBITDA Margin, Free Cash Flow, Adjusted Free Cash Flow and Net Debt, all of which are non-GAAP financial measures which are provided as a complement to results provided in accordance with GAAP.
“Adjusted EBITDA” means earnings before net interest, income taxes, depreciation and amortization, as further adjusted to exclude stock-based compensation, other income and expenses such as asset impairment and impairment related to goodwill, costs related to mergers, acquisitions or reduction in forces expenses, and foreign exchange gains or losses, if any. As of the second quarter 2025, we have revised our Adjusted EBITDA calculation to exclude the effects of foreign exchange gains and losses, if any, and we have recast comparative prior period amounts accordingly.
“Adjusted EBITDA Margin” means Adjusted EBITDA divided by Revenue.
“Adjusted Free Cash Flow” means the change in net cash provided by (used in) operating activities less capital expenditures, further adjusted to add back restructuring costs (not including stock based compensation costs), costs related to acquisitions of businesses, net of cash required, and expenses related to acquisition and integration costs.
“Combined Company Revenue” means revenue calculated as if the acquisition of Former TechTarget occurred on January 1, 2023. See Footnote 5 of the Company’s Form 10-K for December 31, 2025 for additional information related to our presentation of unaudited supplemental Combined Company financial information.
“Combined Company Net Loss” means net income/loss calculated as if the acquisition of Former TechTarget had occurred on January 1, 2023. See Footnote 5 of the Company’s Form 10-K for December 31, 2025 for additional information related to our presentation of unaudited supplemental Combined Company financial information.
“Combined Company Net Loss Margin” means Combined Company Net Loss divided by Combined Company Revenue.
“Combined Company Adjusted EBITDA” means earnings before net interest, income taxes, depreciation and amortization, as further adjusted to exclude stock-based compensation, other income and expenses such as asset impairment and impairment related to goodwill, and costs related to mergers, acquisitions or reduction in forces expenses, if any. See Footnote 5 of the Company’s Form 10-K for December 31, 2025 for additional information related to our presentation of unaudited supplemental Combined Company financial information. The items included in the calculation assume the acquisition of Former TechTarget had occurred on January 1, 2024.
“Combined Company Adjusted EBITDA Margin” means Combined Company Adjusted EBITDA divided by Combined Company Revenue.
“Free Cash Flow” means the change in net cash provided by (used in) operating activities less capital expenditures.
“Net Debt” at a period end means cash, cash equivalents and short-term investments less financial debt obligations including related party revolving lines of credit.
These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. In addition, our definitions of Adjusted EBITDA, Adjusted EBITDA margin, Combined Company Revenue, Combined Company Net Loss, Combined Company Net Loss Margin, Combined Company Adjusted EBITDA, Combined Company Adjusted EBITDA Margin, Free Cash Flow, Adjusted Free Cash Flow and Net Debt, may not be comparable to the definitions as reported by other companies. We believe that these measures provide relevant and useful information to enable us and investors to compare our operating performance, and financial position in the case of net debt, using an additional measurement. We use these measures in our internal management reporting and planning process as primary measures to evaluate the operating performance of our business, as well as potential acquisitions.
Combined Company measures are provided to assist our investors in further comparing our performance as if the acquisition of Former TechTarget occurred on January 1, 2023. The components of Adjusted EBITDA and Combined Company Adjusted EBITDA include the key revenue and expense items for which our operating managers are responsible and upon which we evaluate their performance. Adjusted EBITDA is also used in presentations to our Board of Directors. Furthermore, we intend to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting. A reconciliation of these non-GAAP measures to GAAP is provided in the accompanying tables, except that full reconciliations of certain forward-looking non-GAAP measures are not provided because the Company is unable to provide such reconciliations without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence and financial impact of certain significant items. These items include, but are not limited to, acquisition and integration costs, amortization of intangible assets, restructuring and other expenses, asset impairment, and the income tax effect of these items. These items are uncertain, depend on various factors, including, but not limited to, our recent acquisition of Former TechTarget and could have a material impact on GAAP reported results for the relevant period.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements”. All statements, other than historical facts, are forward-looking statements, including: statements regarding the expected benefits of the transactions consummated on December 2, 2024 (the “Closing Date”) pursuant to the Agreement and Plan of Merger, dated as of January 10, 2024, among TechTarget Holdings Inc. (formerly known as TechTarget, Inc. (“Former TechTarget”)), Informa TechTarget, Toro Acquisition Sub, LLC, Informa PLC, Informa US Holdings Limited, and Informa Intrepid Holdings Inc. (the “Transactions”), such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profile, business plans, expanded portfolio and financial strength; the competitive ability and position of Informa TechTarget; legal, economic, and regulatory conditions; our future business strategy, plans, market growth and our objectives for future operations; our future results of operations and financial position and guidance for 2026; and any assumptions underlying any of the foregoing. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “plan,” “could,” “would,” “project,” “predict,” “continue,” “target,” or the negatives of these words or other similar terms or expressions that concern Informa TechTarget’s expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, and expectations that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.
Important factors that could cause actual results to differ materially from such plans, estimates, or expectations include, among others: unexpected costs, charges, or expenses resulting from the Transactions; uncertainty regarding the expected financial performance of Informa TechTarget; failure to realize the anticipated benefits of the Transactions, including as a result of integrating the Informa Tech Digital Businesses with the business of Former TechTarget; the ability of Informa TechTarget to implement its business strategy; difficulties and delays in Informa TechTarget achieving revenue and cost synergies; evolving legal, regulatory, and tax regimes; changes in economic, financial, political, and regulatory conditions, in the United States and elsewhere, and other factors that contribute to uncertainty and volatility, natural and man-made disasters, civil unrest, pandemics, geopolitical uncertainty and conflicts, and conditions that may result from legislative, regulatory, trade, and policy changes associated with the current or subsequent U.S. administrations; Informa TechTarget’s ability to meet expectations regarding the accounting and tax treatments of the Transactions; market acceptance of Informa TechTarget’s products and services; the impact of pandemics and future health epidemics and any related economic downturns on Informa TechTarget and the markets in which it and its customers operate; changes in economic or regulatory conditions or other trends affecting the internet, internet advertising and information technology industries; data privacy and artificial intelligence laws, rules, and regulations; the impact of foreign currency exchange rates; certain macroeconomic factors facing the global economy, including instability in the banking sector, disruptions in the capital markets, economic sanctions and economic slowdowns or recessions, tariffs and trade disputes, rising inflation and interest rate fluctuations on the operating results of Informa TechTarget; and other matters included in Risk Factors of Informa TechTarget’s Form 10-K for fiscal year 2024 (filed with the United States Securities and Exchange Commission (the “SEC”) on May 28, 2025) and other documents filed by Informa TechTarget from time to time with the SEC. This summary of risks and uncertainties should not be considered to be a complete statement of all potential risks and uncertainties that may affect Informa TechTarget. Other factors may affect the accuracy and reliability of forward-looking statements. We caution you not to place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes. Actual performance and outcomes, including, without limitation, Informa TechTarget’s actual results of operations, financial condition and liquidity, may differ materially from those made in or suggested by the forward-looking statements contained in this press release.
Any forward-looking statements speak only as of the date of this press release. None of Informa TechTarget, its affiliates, advisors or representatives, undertake any obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
TechTarget, Inc.
Consolidated Balance Sheets
(in thousands, except share and per share data)
| 2024 | |||||
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 40,626 | $ | 275,983 | ||
| Short-term investments | — | 77,705 | |||
| Accounts receivable, net of allowance for credit losses of 1,168 and 907 respectively | 83,819 | 79,039 | |||
| Related party receivables | 4,019 | 2,900 | |||
| Prepaid taxes | 11,329 | 6,443 | |||
| Prepaid expenses and other current assets | 15,592 | 13,547 | |||
| Total current assets | 155,385 | 455,617 | |||
| Non-current assets: | |||||
| Property and equipment, net | 2,299 | 4,621 | |||
| Goodwill | 45,550 | 973,398 | |||
| Intangible assets, net | 725,525 | 808,732 | |||
| Operating lease right-of-use assets | 3,178 | 15,907 | |||
| Deferred tax assets | 3,360 | 5,097 | |||
| Other non-current assets | 2,011 | 3,115 | |||
| Total non-current assets | 781,923 | 1,810,870 | |||
| Total assets | 937,308 | $ | 2,266,487 | ||
| Liabilities and Stockholders’ Equity | |||||
| Current liabilities: | |||||
| Accounts payable | 21,160 | $ | 10,639 | ||
| Related party payables | 5,671 | 4,795 | |||
| Contract liabilities | 50,526 | 44,825 | |||
| Operating lease liabilities | 3,112 | 5,186 | |||
| Accrued expenses and other current liabilities | 22,572 | 29,328 | |||
| Accrued compensation expenses | 19,037 | 18,093 | |||
| Income taxes payable | 4,349 | 6,701 | |||
| Convertible debt | — | 415,690 | |||
| Contingent consideration | 190 | — | |||
| Total current liabilities | 126,617 | 535,257 | |||
| Non-current liabilities: | |||||
| Operating lease liabilities | 1,426 | 15,107 | |||
| Other liabilities | 6,008 | 4,913 | |||
| Deferred tax liabilities | 100,664 | 139,356 | |||
| Related party long-term debt | 106,714 | — | |||
| Contingent consideration | 1,260 | — | |||
| Total non-current liabilities | 216,072 | 159,376 | |||
| Total liabilities | 342,689 | $ | 694,633 | ||
| Stockholders’ equity: | |||||
| Common stock, 0.001 par value; 250,000,000 shares authorized; 72,308,235 shares issued and 72,291,454 shares outstanding at December 31, 2025; 71,460,169 shares issued and outstanding at December 31, 2024 | 72 | 71 | |||
| Treasury stock, at cost, 16,781 and 0 shares at December 31, 2025 and December 31, 2024, respectively | (689 | ) | — | ||
| Additional paid-in capital | 1,647,840 | 1,626,785 | |||
| Accumulated deficit | (1,084,243 | ) | (75,937 | ) | |
| Accumulated other comprehensive income | 31,639 | 20,935 | |||
| Total stockholders’ equity | 594,619 | 1,571,854 | |||
| Total liabilities and stockholders’ equity | 937,308 | $ | 2,266,487 |
All values are in US Dollars.
TechTarget, Inc.
Consolidated Statements of Income (Loss)
(in thousands, except per share data)
| Combined | ||||||||
| 2024 | 2024 | |||||||
| Revenues | 486,791 | $ | 284,897 | $ | 490,391 | |||
| Cost of revenues | (193,529 | ) | (107,256 | ) | (201,236 | ) | ||
| Gross profit | 293,262 | 177,641 | 289,155 | |||||
| Operating expenses: | ||||||||
| Selling and marketing | 139,323 | 62,593 | 155,018 | |||||
| General and administrative | 83,086 | 79,029 | 111,981 | |||||
| Product development | 10,837 | 11,420 | 22,253 | |||||
| Depreciation | 2,379 | 1,614 | 2,661 | |||||
| Amortization, excluding amortization of 12,802, 592, 20,459 included in cost of revenues | 89,845 | 48,018 | 82,811 | |||||
| Impairment of goodwill | 931,500 | 66,235 | 66,235 | |||||
| Impairment of long-lived assets | — | 2,019 | 2,019 | |||||
| Restructuring costs | 14,655 | — | — | |||||
| Acquisition and integration costs | 46,564 | 48,258 | 8,523 | |||||
| Transaction and related expenses | — | — | 33,664 | |||||
| Remeasurement of contingent consideration | 925 | (22,436 | ) | (22,436 | ) | |||
| Total operating expenses | 1,319,114 | 296,750 | 462,729 | |||||
| Operating loss | (1,025,852 | ) | (119,109 | ) | (173,574 | ) | ||
| Related party interest expense | (9,280 | ) | (17,740 | ) | (17,740 | ) | ||
| Interest income | 936 | 4,138 | 18,027 | |||||
| Other income (expense), net | (7,533 | ) | 3,313 | 1,090 | ||||
| Loss before income tax benefit | (1,041,729 | ) | (129,398 | ) | (172,197 | ) | ||
| Income tax benefit | 33,423 | 12,535 | 6,200 | |||||
| Net loss | (1,008,306 | ) | $ | (116,863 | ) | $ | (165,997 | ) |
All values are in US Dollars.
TechTarget, Inc.
Selected Consolidated Statements of Cash Flows
(in thousands)
| For the Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Operating activities: | ||||||
| Net loss | $ | (1,008,306 | ) | $ | (116,863 | ) |
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||
| Depreciation | 2,379 | 1,614 | ||||
| Amortization | 102,647 | 48,610 | ||||
| Allowance for credit losses | 823 | 996 | ||||
| Operating lease expense | 4,852 | 2,165 | ||||
| Stock-based compensation | 19,132 | 2,395 | ||||
| Fair value adjustment to debt | 1,323 | 2,120 | ||||
| Other | (688 | ) | (90 | ) | ||
| Deferred tax provision | (41,129 | ) | (16,306 | ) | ||
| Impairment of long-lived assets | — | 2,019 | ||||
| Impairment of goodwill | 931,500 | 66,235 | ||||
| Loss on disposal of intangible assets | — | (135 | ) | |||
| Gain on disposal of property, plant and equipment | 373 | 28 | ||||
| Gain on subsequent remeasurement of lease | 866 | — | ||||
| Contingent consideration settlement | — | (1,020 | ) | |||
| Remeasurement of contingent consideration | 925 | (22,436 | ) | |||
| Net foreign exchange (gain)/loss | 8,162 | (5,235 | ) | |||
| Changes in operating assets and liabilities (net of the impact of acquisitions): | ||||||
| Accounts receivable | (3,700 | ) | (2,817 | ) | ||
| Prepaid expenses and other current and non-current assets | (5,747 | ) | (6,576 | ) | ||
| Related party receivables | (1,175 | ) | 336 | |||
| Accounts payable | 10,240 | (2,648 | ) | |||
| Income taxes payable | 3,798 | 7,949 | ||||
| Accrued expenses and other current liabilities | (7,469 | ) | 4,760 | |||
| Accrued compensation expenses | 503 | 2,100 | ||||
| Operating lease assets and liabilities with right of use | (8,735 | ) | (3,183 | ) | ||
| Contract liabilities | 4,472 | 1,529 | ||||
| Other liabilities | 950 | (1,400 | ) | |||
| Related party payables | 341 | (29,001 | ) | |||
| Net cash provided by (used in) operating activities | 16,337 | (64,854 | ) | |||
| Investing activities: | ||||||
| Purchases of property and equipment, and other capitalized assets | (387 | ) | (420 | ) | ||
| Purchases of intangible assets | (16,637 | ) | (6,339 | ) | ||
| Purchase of investments | (291 | ) | (289 | ) | ||
| Sale of investments | 76,795 | — | ||||
| Acquisition of businesses, net of acquired cash | (1,350 | ) | (72,315 | ) | ||
| Net cash provided by (used in) investing activities | 58,130 | (79,363 | ) | |||
| Financing activities: | ||||||
| Cash pool arrangements with Parent | — | 23,950 | ||||
| Contingent consideration settlement | — | (3,980 | ) | |||
| Proceeds from related party long term debt | 135,000 | — | ||||
| Repayment of related party long term debt | (28,286 | ) | — | |||
| Repayment of loans | — | (213 | ) | |||
| Capital contribution from Parent | — | 351,574 | ||||
| Net transfers from Parent | — | 38,302 | ||||
| Repayment of convertible notes | (417,033 | ) | — | |||
| Shares repurchased for tax withholdings on vesting of restricted stock awards | (689 | ) | — | |||
| Net cash provided by (used in) financing activities | (311,008 | ) | 409,633 | |||
| Effect of exchange rate changes on cash and cash equivalents | 1,184 | (222 | ) | |||
| Net (decrease) increase in cash and cash equivalents | (235,357 | ) | 265,194 | |||
| Cash and cash equivalents at beginning of year | 275,983 | 10,789 | ||||
| Cash and cash equivalents at end of year | $ | 40,626 | $ | 275,983 |
TechTarget, Inc.
Reconciliation of Net Loss to Adjusted EBITDA and Net Loss Margin to Adjusted EBITDA Margin
($ in thousands)
| For The Three Months Ended <br>December 31, | For The Years Ended <br>December 31, | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2024 | 2025 | 2024 | 2024 | |||||||||||||
| Combined | Combined | |||||||||||||||||
| Revenues | $ | 140,675 | $ | 100,398 | $ | 136,870 | $ | 486,791 | $ | 284,897 | $ | 490,391 | ||||||
| Net loss | $ | (9,478 | ) | $ | (39,721 | ) | $ | (83,502 | ) | $ | (1,008,306 | ) | $ | (116,863 | ) | $ | (165,997 | ) |
| Interest (income) expense, net | 2,326 | (1,224 | ) | (2,947 | ) | 8,641 | 13,602 | 2,012 | ||||||||||
| Provision (benefit) for income taxes | (7,260 | ) | (2,237 | ) | (2,628 | ) | (33,423 | ) | (12,535 | ) | (6,200 | ) | ||||||
| Depreciation | 787 | 441 | 658 | 2,379 | 1,614 | 2,661 | ||||||||||||
| Amortization | 25,276 | 15,169 | 28,834 | 102,647 | 48,610 | 103,270 | ||||||||||||
| EBITDA | $ | 11,651 | $ | (27,572 | ) | $ | (59,585 | ) | $ | (928,062 | ) | $ | (65,572 | ) | $ | (64,254 | ) | |
| Stock-based compensation | 3,082 | 1,516 | 25,045 | 14,503 | 2,395 | 58,472 | ||||||||||||
| Other (income) expense, net | (393 | ) | (4,674 | ) | (4,659 | ) | 7,236 | (3,313 | ) | (3,389 | ) | |||||||
| Impairment of goodwill | 9,900 | 66,235 | 66,235 | 931,500 | 66,235 | 66,235 | ||||||||||||
| Impairment of long-lived assets | — | — | — | — | 2,019 | 2,019 | ||||||||||||
| Restructuring Costs | 2,243 | — | — | 14,655 | — | — | ||||||||||||
| Acquisition and integration costs | 14,221 | 10,016 | 24,193 | 46,564 | 48,258 | 42,187 | ||||||||||||
| Remeasurement of contingent consideration | 925 | (24,700 | ) | (24,700 | ) | 925 | (22,436 | ) | (22,436 | ) | ||||||||
| Adjusted EBITDA | $ | 41,629 | $ | 20,821 | $ | 26,529 | $ | 87,321 | $ | 27,586 | $ | 78,834 | ||||||
| Net loss margin | (6.7 | )% | (39.6 | )% | (61.0 | )% | (207.1 | )% | (41.0 | )% | (33.8 | )% | ||||||
| Adjusted EBITDA margin | 29.6 | % | 20.7 | % | 19.4 | % | 17.9 | % | 9.7 | % | 16.1 | % |
TechTarget, Inc.
Reconciliation of Net cash provided by (used in) operating activities to Free Cash Flow and Adjusted Free Cash Flow
($ in thousands)
| For the Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Net cash provided by (used in) operating activities | $ | 16,337 | $ | (64,854 | ) | |
| Purchases of property and equipment, and other capitalized assets | (387 | ) | (420 | ) | ||
| Purchases of intangible assets | (16,637 | ) | (6,339 | ) | ||
| Free Cash Flow | (687 | ) | (71,613 | ) | ||
| Restructuring costs | 7,107 | — | ||||
| Acquisition and integration costs | 46,564 | 48,258 | ||||
| Acquisitions of business, net of acquired cash | 1,350 | 72,315 | ||||
| Adjusted Free Cash Flow | $ | 54,334 | $ | 48,960 |
TechTarget Inc.
Reconciliation of Combined Company Revenue and Net Loss
For the three months ended December 31, 2024
($ in thousands)
| Historical | Combined Company | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Informa Tech Digital Business (Note a) | Former TechTarget (Note b) | Transaction Accounting Adjustments | Note | Combined Company | |||||||||
| Revenues | $ | 100,398 | $ | 36,472 | $ | — | $ | 136,870 | |||||
| Cost of revenues: | |||||||||||||
| Cost of revenues | (32,583 | ) | (17,039 | ) | 973 | (c) | (48,649 | ) | |||||
| Amortization of acquired technology | (189 | ) | (477 | ) | (4,489 | ) | (d) | (5,155 | ) | ||||
| Gross profit | 67,626 | 18,956 | (3,516 | ) | 83,066 | ||||||||
| Operating expenses: | |||||||||||||
| Selling and marketing | 20,497 | 23,945 | 7 | (e) | 44,449 | ||||||||
| General and administrative | 25,092 | 11,752 | 35 | (f) | 36,879 | ||||||||
| Product development | 2,921 | 2,488 | — | 5,409 | |||||||||
| Depreciation | 441 | 217 | — | 658 | |||||||||
| Amortization | 14,980 | 2,373 | 6,326 | (g) | 23,679 | ||||||||
| Impairment of goodwill | 66,235 | — | — | 66,235 | |||||||||
| Acquisition and integration costs | 10,016 | — | (8,247 | ) | (h) | 1,769 | |||||||
| Transaction and related expenses | — | 22,424 | — | 22,424 | |||||||||
| Remeasurement of contingent consideration | (24,700 | ) | — | — | (24,700 | ) | |||||||
| Total operating expenses | 115,482 | 63,199 | (1,879 | ) | 176,802 | ||||||||
| Operating loss | (47,856 | ) | (44,243 | ) | (1,637 | ) | (93,736 | ) | |||||
| Interest expense | (274 | ) | (369 | ) | — | (643 | ) | ||||||
| Interest income | 800 | 2,366 | — | 3,166 | |||||||||
| Other income (expense), net | 4,947 | (288 | ) | — | 4,659 | ||||||||
| Related party interest income | 424 | — | — | 424 | |||||||||
| Loss before provision for income taxes | (41,959 | ) | (42,534 | ) | (1,637 | ) | (86,130 | ) | |||||
| Income tax benefit (provision) | 2,238 | (2 | ) | 392 | (i) | 2,628 | |||||||
| Net loss | $ | (39,721 | ) | $ | (42,536 | ) | $ | (1,245 | ) | $ | (83,502 | ) |
- Represents the unaudited condensed statement of income of the Informa Tech Digital Business for the three months ended December 31, 2024.
- Represents the unaudited condensed consolidated statement of income of Former TechTarget for the three months ended December 31, 2024.
- Represents adjustments to cost of revenues associated with the elimination of TechTarget’s historical lease expense, amortization related to existing computer software, internal-use software, and website development costs, and the recognition of the estimated lease expense based on remeasured lease liabilities and ROU assets.
- Represents the elimination of Former TechTarget’s historical amortization of acquired technology of $477 thousand and recognition of new amortization expense of $4,966 thousand resulting from intangible assets identified as part of the purchase price allocation.
- Represents adjustments to selling and marketing expenses associated with the elimination of Former TechTarget’s lease expense, and the recognition of the estimated lease expense based on remeasured lease liabilities and ROU assets.
- Represents adjustments to general and administrative expenses associated with the elimination of Former TechTarget’s historical lease expense, and the recognition of the estimated lease expense based on remeasured lease liabilities and ROU assets.
- Represents the elimination of Former TechTarget’s historical amortization of intangible assets of $2,373 thousand and recognition of new amortization expense of $8,699 thousand resulting from intangible assets identified as part of the purchase price allocation.
- Represents the elimination of acquisition costs of $8,247 thousand incurred by the Informa Tech Digital Business for the three months ended December 31, 2024.
- Represents the income tax effect of the pro forma adjustments presented. The pro forma income tax adjustments were estimated using a combined U.S. federal and statutory tax rate of 24.0% applied to all adjustments.
TechTarget Inc.
Reconciliation of Combined Company Revenue and Net Loss
For the year ended December 31, 2024
($ in thousands)
| Historical | Combined Company | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Informa Tech Digital Business (Note a) | Former TechTarget (Note b) | Transaction Accounting Adjustments | Note | Combined Company | |||||||||
| Revenues | $ | 284,897 | $ | 205,494 | $ | — | $ | 490,391 | |||||
| Cost of revenues: | |||||||||||||
| Cost of revenues | (106,664 | ) | (78,909 | ) | 4,796 | (c) | (180,777 | ) | |||||
| Amortization of acquired technology | (592 | ) | (2,605 | ) | (17,262 | ) | (d) | (20,459 | ) | ||||
| Gross profit | 177,641 | 123,980 | (12,466 | ) | 289,155 | ||||||||
| Operating expenses: | |||||||||||||
| Selling and marketing | 62,593 | 92,365 | 60 | (e) | 155,018 | ||||||||
| General and administrative | 79,029 | 32,679 | 273 | (f) | 111,981 | ||||||||
| Product development | 11,420 | 10,833 | — | 22,253 | |||||||||
| Depreciation | 1,614 | 1,047 | — | 2,661 | |||||||||
| Amortization | 48,018 | 12,982 | 21,811 | (g) | 82,811 | ||||||||
| Impairment of goodwill | 66,235 | — | — | 66,235 | |||||||||
| Impairment of long-lived assets | 2,019 | — | — | 2,019 | |||||||||
| Acquisition and integration costs | 48,258 | — | (39,735 | ) | (h) | 8,523 | |||||||
| Transaction and related expenses | — | 33,664 | — | 33,664 | |||||||||
| Remeasurement of contingent consideration | (22,436 | ) | — | — | (22,436 | ) | |||||||
| Total operating expenses | 296,750 | 183,570 | (17,591 | ) | 462,729 | ||||||||
| Operating loss | (119,109 | ) | (59,590 | ) | 5,125 | (173,574 | ) | ||||||
| Interest expense | (274 | ) | (2,025 | ) | — | (2,299 | ) | ||||||
| Interest income | 4,138 | 13,889 | — | 18,027 | |||||||||
| Other income (expense), net | 3,586 | (197 | ) | — | 3,389 | ||||||||
| Related party interest expense | (17,740 | ) | — | — | (17,740 | ) | |||||||
| Loss before provision for income taxes | (129,399 | ) | (47,923 | ) | 5,125 | (172,197 | ) | ||||||
| Income tax benefit (provision) | 12,536 | (5,106 | ) | (1,230 | ) | (i) | 6,200 | ||||||
| Net loss | $ | (116,863 | ) | $ | (53,029 | ) | $ | 3,895 | $ | (165,997 | ) |
- Represents the condensed statement of income of the Informa Tech Digital Business for the year ended December 31, 2024.
- Represents the unaudited condensed consolidated statement of operations of Former TechTarget for the year ended December 31, 2024.
- Represents adjustments to cost of revenues associated with the elimination of TechTarget’s historical lease expense, amortization related to existing computer software, internal-use software, and website development costs, and the recognition of the estimated lease expense based on remeasured lease liabilities and ROU assets.
- Represents the elimination of Former TechTarget’s historical amortization of acquired technology of $2,605 thousand and recognition of new amortization expense of $19,867 thousand resulting from intangible assets identified as part of the purchase price allocation.
- Represents adjustments to selling and marketing expenses associated with the elimination of Former TechTarget’s lease expense, and the recognition of the estimated lease expense based on remeasured lease liabilities and ROU assets.
- Represents adjustments to general and administrative expenses associated with the elimination of Former TechTarget’s historical lease expense, and the recognition of the estimated lease expense based on remeasured lease liabilities and ROU assets.
- Represents the elimination of Former TechTarget’s historical amortization of intangible assets of $12,982 thousand and recognition of new amortization expense of $34,793 thousand resulting from intangible assets identified as part of the purchase price allocation.
- Represents the elimination of acquisition costs of $39,735 thousand incurred by the Informa Tech Digital Business for the year ended December 31, 2024.
- Represents the income tax effect of the pro forma adjustments presented. The pro forma income tax adjustments were estimated using a combined U.S. federal and statutory tax rate of 24.0% applied to all adjustments.