TechTarget (Nasdaq: TTGT) posts $222M H1 revenue and $92M net loss
Rhea-AI Filing Summary
TechTarget, Inc. (“Informa TechTarget”) reported Q2 2026 revenue of $116.1 million and a net loss of $21.7 million. For the first six months of 2026, revenue was $222.2 million with a net loss of $92.5 million, driven by heavy amortization of acquired intangibles and goodwill impairment.
The company recorded about $45 million of goodwill impairment in the first half of 2026, leaving $1.1 million of goodwill and contributing to an accumulated deficit of $1.18 billion. Intangible assets totaled $684.5 million with significant scheduled amortization. Cash and cash equivalents were $45.8 million at June 30, 2026, and $120.1 million was outstanding under a related‑party $250 million revolving credit facility with Informa. Operating cash flow for the first half was $3.3 million.
The business now reports two segments: Brand to Demand (B2D) and Intelligence & Advisory (I&A). For the first half of 2026, segment operating income was $74.9 million for B2D and $17.4 million for I&A, before unallocated corporate costs, amortization, restructuring, acquisition and integration expenses, and goodwill impairment that together produced a consolidated operating loss.
Positive
- None.
Negative
- First-half 2026 net loss of $92.5 million, including about $45 million of goodwill impairment, increases accumulated deficit to $1.18 billion and reflects continued GAAP losses despite positive segment operating income.
Filing Explained
At June 30, 2026, TechTarget reported $11,570 thousand of lease liabilities and 5,676,203 plus 1,370,866 shares available under equity plans.
This Form 10-Q is an unaudited quarterly report covering the period ended
The filing lists total future minimum lease payments of
The company also reports 5,676,203 shares remaining available for future issuance under its 2024 Incentive Plan and 1,370,866 shares remaining under its employee stock purchase plan. The filing separately states that shares underlying restricted stock units are not issued until those units vest.
These plan balances are issuance capacity rather than a disclosed issuance in this filing; if additional shares are issued, the total share count rises and an existing holder’s percentage ownership falls absent offsetting changes.
Key Figures
Key Terms
goodwill impairment financial
H‑Model financial
Consolidated Total Net Leverage Ratio financial
right-of-use assets financial
restricted stock unit financial
Customer relationships database financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What were TechTarget (TTGT)’s key financial results for Q2 2026?
How much goodwill impairment did TechTarget (TTGT) record in 2026 year-to-date?
What is TechTarget (TTGT)’s cash and debt position as of June 30, 2026?
How are TechTarget (TTGT)’s operations organized after the Transactions?
What were TechTarget (TTGT)’s operating cash flows for the first half of 2026?
How significant are intangible assets in TechTarget (TTGT)’s balance sheet?
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
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(I.R.S. Employer Identification No.) |
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Registrant’s telephone number, including area code: (
Former name, former address and formal fiscal year, if changed since last report: Not applicable
Securities registered pursuant to Section 12(b) of the Act.
Title of each class |
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Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Smaller reporting company |
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Table of Contents
Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 3, 2026, the registrant had
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Table of Contents
TABLE OF CONTENTS
PART I |
FINANCIAL INFORMATION |
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Item 1. |
Financial Statements |
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Unaudited Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 |
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Unaudited Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the three and six months ended June 30, 2026 and 2025 |
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Unaudited Condensed Consolidated Statements of Stockholders' Equity for the three and six months ended June 30, 2026 and 2025 |
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Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 |
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Unaudited Notes to Condensed Consolidated Financial Statements |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Result of Operations |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. |
Controls and Procedures |
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PART II |
OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
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Item 1A. |
Risk Factors |
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Item 5. |
Other Information |
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Item 6. |
Exhibits |
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Signatures |
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TechTarget, Inc.
Unaudited Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
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June 30, 2026 |
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December 31, 2025 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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Accounts receivable, net of allowance for credit losses of $ |
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Related party receivables |
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Prepaid taxes |
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Prepaid expenses and other current assets |
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Total current assets |
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Non-current assets: |
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Property and equipment, net |
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Goodwill |
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Intangible assets, net |
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Operating lease right-of-use assets |
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Deferred tax assets |
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Other non-current assets |
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Total non-current assets |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Related party payables |
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Contract liabilities |
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Operating lease liabilities |
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Accrued expenses and other current liabilities |
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Accrued compensation expenses |
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Income taxes payable |
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Contingent consideration |
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Total current liabilities |
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Non-current liabilities: |
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Operating lease liabilities |
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Other liabilities |
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Related party long-term debt |
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Deferred tax liabilities |
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Contingent consideration |
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Total non-current liabilities |
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Total liabilities |
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$ |
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$ |
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Stockholders’ equity: |
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Common stock, $ |
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Treasury stock, at cost; |
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Additional paid-in capital |
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Accumulated deficit |
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Accumulated other comprehensive income |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
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Table of Contents
TechTarget, Inc.
Unaudited Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
(in thousands, except per share data)
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For the Three Months Ended |
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For the Six Months Ended |
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June 30, 2026 |
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June 30, 2025 |
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June 30, 2026 |
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June 30, 2025 |
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Revenues1 |
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$ |
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$ |
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$ |
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$ |
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Cost of revenues1,2 |
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( |
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( |
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( |
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Gross profit |
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Operating expenses: |
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Selling and marketing2 |
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General and administrative1,2 |
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Product development2 |
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Depreciation |
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1,133 |
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1,063 |
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Amortization, excluding amortization of $ |
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Impairment of goodwill |
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Restructuring expense (income) |
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( |
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Acquisition and integration costs1 |
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Remeasurement of contingent consideration |
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Total operating expenses |
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Operating loss |
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Related party interest expense |
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Interest income |
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Other income (expense), net |
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Loss before provision for income taxes |
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Income tax benefit (provision) |
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( |
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Net loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Other comprehensive income (loss), net of tax: |
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Foreign currency translation gain (loss) |
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Total comprehensive loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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Net loss per common share: |
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Basic |
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Diluted |
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( |
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( |
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( |
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Weighted average common shares outstanding: |
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Basic |
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Diluted |
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(1) Amounts include related party transactions as follows(a): |
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Revenues |
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$ |
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$ |
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$ |
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Cost of revenues |
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General and administrative |
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Acquisition and integration costs |
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Other income (expense), net |
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(2) Amounts include stock-based compensation expense as follows: |
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Cost of revenues |
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$ |
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$ |
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$ |
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$ |
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Selling and marketing |
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General and administrative |
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Product development |
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See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
5
Table of Contents
TechTarget, Inc.
Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)
(in thousands, except share and per share data)
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Common Stock |
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Number of |
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$0.001 |
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Additional Paid-In Capital |
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Accumulated Deficit |
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Accumulated |
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Total Stockholders’ |
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Balance, December 31, 2024 |
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( |
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$ |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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Issuance of shares of common stock from RSU awards |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Balance, March 31, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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Other share issuances |
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— |
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— |
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— |
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— |
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— |
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Issuance of shares of common stock from RSU awards |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Balance, June 30, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Common Stock |
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Treasury Stock |
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Number of |
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$0.001 |
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Number of Shares |
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Cost |
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Additional Paid-In Capital |
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Accumulated Deficit |
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Accumulated |
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Total Stockholders’ |
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Balance, December 31, 2025 |
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$ |
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( |
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$ |
( |
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$ |
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$ |
( |
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$ |
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$ |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Issuance of shares of common stock from RSU awards |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Impact of net settlements |
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— |
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( |
) |
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( |
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— |
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— |
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— |
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( |
) |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance, March 31, 2026 |
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$ |
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( |
) |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
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$ |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Other comprehensive income |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock from ESPP |
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— |
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— |
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— |
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— |
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— |
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Issuance of shares of common stock from RSU awards |
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— |
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— |
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— |
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— |
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— |
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|
|
|||
Impact of net settlements |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Balance, June 30, 2026 |
|
|
|
|
$ |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
6
Table of Contents
TechTarget, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows (in thousands)
|
|
For the Six Months Ended |
|
|||||
|
|
June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Operating Activities: |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
||
Depreciation |
|
|
|
|
|
|
||
Amortization |
|
|
|
|
|
|
||
Allowance for credit losses |
|
|
|
|
|
|
||
Operating lease expense |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Deferred tax provision |
|
|
( |
) |
|
|
( |
) |
Impairment of goodwill |
|
|
|
|
|
|
||
Fair value adjustment to debt |
|
|
|
|
|
|
||
Gain on sale of intangible assets to related party |
|
|
( |
) |
|
|
|
|
Loss on disposal of intangibles |
|
|
|
|
|
|
||
Loss on disposal of property, plant and equipment |
|
|
|
|
|
|
||
Net foreign exchange (gain)/loss |
|
|
( |
) |
|
|
|
|
Remeasurement of contingent consideration |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
( |
) |
|
Changes in operating assets and liabilities (net of the impact of acquisitions): |
|
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
|
( |
) |
|
|
( |
) |
Related party receivables |
|
|
|
|
|
( |
) |
|
Accounts payable |
|
|
( |
) |
|
|
( |
) |
Income taxes payable |
|
|
( |
) |
|
|
|
|
Accrued expenses and other current liabilities |
|
|
( |
) |
|
|
( |
) |
Accrued compensation expenses |
|
|
( |
) |
|
|
|
|
Operating lease assets and liabilities with right of use |
|
|
( |
) |
|
|
( |
) |
Contract liabilities |
|
|
|
|
|
|
||
Contingent consideration |
|
|
( |
) |
|
|
|
|
Other assets (liabilities) |
|
|
|
|
|
|
||
Related party payables |
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
|
|
|
|
|
||
Investing activities: |
|
|
|
|
|
|
||
Purchases of property and equipment, and other capitalized assets |
|
|
( |
) |
|
|
( |
) |
Purchases of intangible assets |
|
|
( |
) |
|
|
( |
) |
Purchase of investments |
|
|
|
|
|
( |
) |
|
Sale of assets to related party |
|
|
|
|
|
— |
|
|
Acquisitions of businesses, net of acquired cash |
|
|
( |
) |
|
|
|
|
Sale of investments |
|
|
|
|
|
|
||
Net cash provided by (used in) investing activities |
|
|
( |
) |
|
|
|
|
Financing activities: |
|
|
|
|
|
|
||
Tax withholdings related to net share settlements |
|
|
( |
) |
|
|
|
|
Proceeds from related party long term debt |
|
|
|
|
|
|
||
Contingent consideration settlement |
|
|
( |
) |
|
|
|
|
Proceeds from sale of common stock under employee stock purchase program |
|
|
|
|
|
— |
|
|
Repayment of related party long term debt |
|
|
— |
|
|
|
( |
) |
Repayment of convertible notes |
|
|
|
|
|
( |
) |
|
Net cash provided by (used in) financing activities |
|
|
|
|
|
( |
) |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
( |
) |
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
|
|
|
( |
) |
|
Cash and cash equivalents at December 31 |
|
|
|
|
|
|
||
Cash and cash equivalents at June 30 |
|
$ |
|
|
$ |
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Cash paid for taxes, net |
|
$ |
|
|
$ |
|
||
Cash paid for interest on related party long term debt |
|
$ |
|
|
$ |
|
||
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
7
Table of Contents
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 $
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
8
Table of Contents
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
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
Allowance for credit losses |
|
|||
Balance as of December 31, 2025 |
|
$ |
|
|
Addition to provision |
|
|
|
|
Write-off |
|
|
( |
) |
Balance as of March 31, 2026 |
|
$ |
|
|
Addition to provision |
|
|
|
|
Write-off |
|
|
( |
) |
Balance as of June 30, 2026 |
|
$ |
|
|
9
Table of Contents
Allowance for credit losses |
|
|||
Balance as of December 31, 2024 |
|
$ |
|
|
Addition to provision |
|
|
|
|
Write-off |
|
|
( |
) |
Balance as of March 31, 2025 |
|
$ |
|
|
Addition to provision |
|
|
|
|
Write-off |
|
|
( |
) |
Balance as of June 30, 2025 |
|
$ |
|
|
Segment reporting
In applying the criteria set forth in ASC 280, Segment Reporting, Informa TechTarget has determined it operates as
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 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss per share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic: |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Diluted: |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
In calculating diluted net loss per share,
Accounting pronouncements issued but not yet effective
The Financial Accounting Standards Board issued the following Accounting Standards Updates (“ASUs”) which are not yet effective:
10
Table of Contents
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 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Intelligence subscription services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advisory services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exhibitor and attendee |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
During each of the three and six months ended June 30, 2026 and 2025,
Contract liabilities
Total contract liabilities as of December 31, 2025 were $
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 |
|
$ |
|
|
$ |
|
||
United Kingdom |
|
|
|
|
|
|
||
Japan |
|
|
|
|
|
|
||
China |
|
|
|
|
|
|
||
Rest of World |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
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 $
11
Table of Contents
The following table represents a roll forward of goodwill balances:
Balance as of December 31, 2025 |
|
$ |
|
|
Additions |
|
$ |
|
|
Impairment |
|
|
( |
) |
Effect of exchange rate changes |
|
|
( |
) |
Balance as of March 31, 2026 |
|
$ |
|
|
Impairment |
|
|
|
|
Effect of exchange rate changes |
|
|
|
|
Balance as of June 30, 2026 |
|
$ |
|
As of June 30, 2026, the gross carrying amount and accumulated impairment losses of goodwill were $
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
12
Table of Contents
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 $
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
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 $
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 $
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 |
|
|
Accumulated |
|
|
Net |
|
||||
Customer relationships database |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Brands and trademarks |
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Intellectual property |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Internal-use software |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total intangible assets |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
13
Table of Contents
|
|
|
|
|
As of December 31, 2025 |
|
||||||||||
|
|
Weighted average remaining useful life (years) |
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
||||
Customer relationships database |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Brands and trademarks |
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Intellectual property |
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Developed technology |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Internal-use software |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total intangible assets |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Amortization expense for intangible assets was $
Future expected amortization expense as of June 30, 2026 is as follows:
Years Ending December 31: |
|
Amortization |
|
|
2026 (July 1 - December 31) |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
|
|
$ |
|
|
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 $
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
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
14
Table of Contents
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 $
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 $
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 |
|
$ |
|
|
$ |
|
||
Current operating lease liabilities |
|
$ |
|
|
|
|
||
Non-current operating lease liabilities |
|
|
|
|
|
|
||
Total operating lease liabilities |
|
$ |
|
|
$ |
|
||
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 |
|
|
|
|
|
|
||
Weighted-average discount rate — operating leases |
|
|
% |
|
|
% |
||
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) |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total future minimum lease payments |
|
|
|
|
Less imputed interest |
|
|
( |
) |
Total operating lease liabilities |
|
$ |
|
|
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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 $
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 $
Informa Revolving Credit Facility
Informa TechTarget has a $
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
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
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
As of June 30, 2026 and December 31, 2025, Informa TechTarget had $
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 |
|
$ |
|
|
Expense (Income) |
|
|
( |
) |
Payments/Settlements |
|
|
( |
) |
Balance as of March 31, 2026 |
|
$ |
|
|
Expense (Income) |
|
|
|
|
Payments/Settlements |
|
|
( |
) |
Balance as of June 30, 2026 |
|
$ |
|
16
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The Company recognized restructuring charges of $
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
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
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
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 |
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|
Weighted- |
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|
Aggregate |
|
|||
Nonvested outstanding at December 31, 2025 |
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$ |
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|
$ |
|
|||
Granted |
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|||
Vested |
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( |
) |
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Forfeited |
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( |
) |
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||
Nonvested outstanding at June 30, 2026 |
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|
|
$ |
|
|
$ |
|
|||
The total fair value of RSU awards that vested during the three and six months ended June 30, 2026 was $
As of June 30, 2026, there was $
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 $
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 $
As of June 30, 2026 and December 31, 2025, Informa TechTarget had $
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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 |
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|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Related party interest expense |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
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 |
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|||||
|
June 30, 2026 |
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December 31, 2025 |
|
||
Related party receivable |
$ |
|
|
$ |
|
||
Related party payables |
$ |
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|
$ |
|
||
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
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 $
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
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of 2026, the Company operated as
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 () in determining how to make operational decisions, allocate resources and evaluate performance.
The following tables present selected segment information as described above:
|
|
Three Months Ended June 30, 2026 |
|
|||||||||
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Brand to Demand |
|
|
Intelligence & Advisory |
|
|
Total Segments |
|
|||
Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Direct expenses (1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Indirect expenses (2) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Segment operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
Three Months Ended June 30, 2025 |
|
|||||||||
|
|
Brand to Demand |
|
|
Intelligence & Advisory |
|
|
Total Segments |
|
|||
Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Direct expenses (1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Indirect expenses (2) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Segment operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
Six Months Ended June 30, 2026 |
|
|||||||||
|
|
Brand to Demand |
|
|
Intelligence & Advisory |
|
|
Total Segments |
|
|||
Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Direct expenses (1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Indirect expenses (2) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Segment operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|||
20
Table of Contents
|
|
Six Months Ended June 30, 2025 |
|
|||||||||
|
|
Brand to Demand |
|
|
Intelligence & Advisory |
|
|
Total Segments |
|
|||
Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Direct expenses (1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Indirect expenses (2) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Segment operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|||
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 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Unallocated direct expenses (1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Unallocated indirect expenses (2) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Unallocated depreciation |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Unallocated amortization |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Impairment of goodwill |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Restructuring (expense) income |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Acquisition and integration costs |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Remeasurement of contingent consideration |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Reported operating loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Related party interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Interest income |
|
|
|
|
|
|
|
|
|
|
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|
||||
Other income (expense), net |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Loss before provision for income taxes |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
21
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors including those discussed below and elsewhere in this Quarterly Report on Form 10-Q, in our Annual Report on Form 10-K for the year ended December 31, 2025 under Part I, Item 1A, “Risk Factors,” and in the other documents we file with the SEC. Please refer to "Cautionary Note Regarding Forward-Looking Statements” on page 37 of this Quarterly Report on Form 10-Q.
Overview
Background
The Company helps technology companies accelerate growth through first party B2B data, market insight and market access.
Following a period of expansion, the specialist technology research business of the Company is now among the largest providers of these services. It employs expert analysts, editors and consultants to create data-driven intelligence products and advisory services for product managers, corporate strategists, channel chiefs and the C-suite, challenging market strategies, sharpening product roadmaps and accelerating time to market and revenue.
Through the Omdia brand, which now incorporates the formerly separate specialist brands Canalys, Wards Intelligence and Enterprise Strategy Group, the Company provides research and intelligence services to technology providers based on expert analysis and data-driven intelligence and reports. These products or businesses and their portfolio of digital media brands inform, educate and influence tech buyers, creating engaged and specialist audiences.
Targeted access to these specialist audiences is provided through a growing range of data-driven digital products and services that are designed to deliver highly qualified leads, demand generation and buyer intent to technology vendors, connecting them with the right buyers at the right time to maximize return on investment (“ROI”) and accelerate growth.
Selected Informa TechTarget brands* |
||
Specialist B2B Content: Intelligence & Advisory Brands |
Specialist B2B Buyer Content: Brand & Content Brands |
B2B Buyer Intent & Demand Brands |
Omdia by Informa TechTarget |
Industry Dive |
Informa TechTarget |
|
Information Week |
NetLine |
|
Light Reading |
|
|
AI Business |
|
*Not inclusive of all brands
Industry Background and Trends
Informa TechTarget sits at the intersection of tech and B2B marketing, each dynamic innovative markets in their own right, with what management believes are compelling structural growth drivers. Management believes this provides a strong underpin to the long-term growth ambitions of Informa TechTarget.
Technology transcends all aspects of daily life and work. Enterprise technology, incorporating software and hardware systems used by large organizations for anything from customer relationship management to networking and cyber security, is central to operating effectively and efficiently. The pace of innovation and change is rapid, creating a constant cycle of investment to enhance, upgrade and replace technology.
For Informa TechTarget, investment in innovation and growth in research and development (“R&D”) budgets provide a leading indicator of demand for its products and services. This growth in technology-related R&D is driving a new wave of investment and innovation, enhancing existing products and inspiring the next generation of products and services.
Over time, the scale of technology purchasing, particularly enterprise technology, has grown in size, resulting in B2B buying behavior becoming more complex. This complexity has led to longer sales cycles as more research is undertaken on purchasing technology products and platforms.
Typically, large technology decisions will involve a number of people across an organization from technology professionals to CIOs, CFOs and often CEOs. This research takes many forms, with an increasing amount conducted online, including by reading specialist content, reviews, information, product profiles and bespoke research, as well as through webinars and online discussions.
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Table of Contents
The majority of the B2B buyer journey is now completed before a buyer might contact the sales team of a vendor. For technology vendors, online presence and digital brand visibility are therefore critical, leading to more companies focusing spend on branded content services, thought leadership and whitepaper distribution, digital event participation and advertising on the most relevant platforms and media.
Management believes Informa TechTarget is at the center of this B2B buyer behavior, delivering highly relevant content and research to technology buyers that informs, educates and influences them along the different stages of their buyer journey.
These interactions with the content — who reads what, who clicks to find out more, how long buyers spend on specific websites, which white papers do they read, which webinars do they join, etc. — and general online behavior, when captured, enriched and analyzed, provide deep insights into who potential customers are, what products and services they might be interested in, where they are in their purchasing cycle and how significant is the intent to purchase.
For B2B sales and marketing teams at technology vendors, this information is critical in targeting the right buyers at the right time, raising brand awareness and positioning products with the right audiences to secure leads that turn into sales. With increasing scrutiny and focus on ROI, data-driven B2B marketing is becoming ever more relevant given it is typically more measurable, with more efficiency than more traditional advertising and marketing services, helping to increase lead conversion rates, reduce the cost of customer acquisition and generate more revenue per dollar of marketing spend.
Because most of Informa TechTarget’s clients are B2B technology companies, the success of Informa TechTarget is intrinsically linked to the health, and subject to the market conditions of, the technology industry. Informa TechTarget has recently been affected by macro-economic conditions, in particular the negative impact of economic uncertainty, which has impacted investment levels and overall client marketing expenditure. Although management cannot quantify the impact of macro-economic factors on Informa TechTarget's future results, any worsening of market conditions could negatively impact its financial position and liquidity. Marketing, advertising services and sponsorship revenue is more immediately impacted by changes in client spending and current macro-economic conditions than other revenue categories.
Recent performance has also been impacted by subdued sales and marketing budgets amongst many of Informa TechTarget’s enterprise technology customers as more of their expenditures have been concentrated on R&D activities, particularly around artificial intelligence. Management believes that, as these vendors ultimately seek to achieve a ROI on the results of their R&D, this will result in a resurgence in growth of sales and marketing activity and budgets to support new product launches and enhancements.
Product and Service Offerings
Over the last five years, Informa TechTarget has been building a portfolio of data-driven solutions that are intended to capitalize on the positive structural market dynamic described above and meet the evolving needs of buyers and vendors in the technology market. Informa TechTarget has the potential to continue expanding upon this portfolio of capabilities.
The Informa TechTarget businesses, help both buyers of B2B technology with knowledge and intelligence, supporting them through different stages of the buyer journey, and sellers of B2B technology in identifying relevant buyers for their products, who are in-market and with the greatest purchasing intent. These digital solutions fall into a number of categories:
23
Table of Contents
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. In connection with these changes to organizational structure, starting in the first quarter of 2026, the Company operates in two segments: Brand to Demand (“B2D”) and Intelligence & Advisory (“I&A”). The B2D segment primarily generates revenues through the provision of services that enable marketers to raise their brands’ awareness and directly engage prospective buyers through a portfolio of brand content marketing programs (including webinars, whitepapers, playbooks, virtual events and surveys) to create demand, the creation of custom content offerings, and the ability to comprehensively analyze purchase intent data from actively engaged enterprise technology and business professionals. The I&A segment primarily generates revenues through the provision of its “intelligence” subscription service, providing clients with a core “data backbone” in addition to qualitative analyst-produced content across the technology industry spectrum (Intelligence). The Company, leveraging insights gathered through Intelligence, provides advisory services working as an extension of client teams, working together to provide strategic support in assessing critical business challenges and providing bespoke solutions.
Critical Accounting Policies and Use of Estimates
Preparation of the accompanying unaudited condensed consolidated financial statements requires management to make judgments, assumptions and estimates regarding uncertainties that could affect reported revenue, expenses, assets, liabilities and equity. The most significant areas where management’s judgments, assumptions and estimates impact the unaudited condensed consolidated financial statements are described below. Actual results in these areas could differ materially from management’s estimates under different assumptions and conditions. Significant accounting policies are described fully in Note 2. Significant Accounting Policies to the consolidated financial statements included under Item 8. “Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2025.
Basis of Presentation
24
Table of Contents
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with 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, 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.
Revenue Recognition
Revenue is recognized as Informa TechTarget satisfies a performance obligation, based upon transfer of control of promised products or services to clients in an amount that reflects the consideration to which Informa TechTarget expects to be entitled in exchange for those products or services. Some of Informa TechTarget’s performance obligations are satisfied over time as the product or service is transferred to the client. Performance obligations which are not satisfied over time are satisfied at a point in time.
Informa TechTarget enters into contracts that can include various combinations of its offerings which are generally capable of being distinct and accounted for as separate performance obligations.
When performance obligations are combined into a single contract, Informa TechTarget utilizes the relative stand-alone selling price of each product or service to allocate the transaction price among the performance obligations, which is generally determined based on the prices charged to the clients when sold on a stand alone basis or using expected cost plus a margin, with any discounts allocated across the performance obligations. Revenue for each category type of revenue is typically fixed at the date of the order and is not variable.
Revenue from fixed fee engagements is recognized over time as Informa TechTarget works to satisfy its performance obligations as Informa TechTarget generally has an enforceable right to payment for performance completed to date.
Goodwill Impairment
As of June 30, 2026 and December 31, 2025, goodwill was $1.1 million and $45.6 million, respectively. Informa TechTarget's goodwill represents the excess purchase price of an acquired entity over the amounts assigned to assets and liabilities assumed in a business combination. Informa TechTarget performs an assessment of goodwill for impairment annually as of December 31 or whenever events or changes in circumstances indicate there may be an impairment.
The Company may assess goodwill for impairment initially using a qualitative approach to determine whether conditions exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. Among the factors that could trigger an impairment review are a reporting unit’s operating results declining relative to its operating plan or historical performance, competitive pressures, changes in the general markets in which it operates, and a sustained decline in share price. If the Company concludes, based on its assessment of relevant events, facts, and circumstances that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a quantitative analysis will be performed to determine if there is any impairment. Alternatively, the Company may elect to initially perform a quantitative analysis instead of starting with a qualitative analysis. These assessments require the Company to make judgments, assumptions, and estimates about projected cash flows, discount rates and other factors. The non-cash goodwill impairment loss is the difference between the reporting unit's fair value and carrying value, not to exceed the carrying amount of the goodwill.
During the first quarter of 2026, the Company made changes to its organizational structure to take advantage of the combined product offering portfolio. As a result, the Company, as of March 31, 2026, had two reporting units: Brand to Demand, and Intelligence & Advisory. As of the Company's goodwill impairment assessment performed on December 31, 2025, the company had five reporting units. See further discussion at Note 4, Goodwill. The Company identified a sustained decline in share price during the first quarter of 2026 that, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, constituted an impairment triggering event for its reporting units. During the second quarter of 2026, there was no triggering event requiring an impairment assessment. For the three months ended March 31, 2026, Informa TechTarget performed the required impairment tests of goodwill on its previous five reporting units (pre-reorganization basis), and then on its current two reporting units (post-reorganization basis), using a discounted cash flow model with the following key assumptions in the fair value calculations:
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Table of Contents
There is a significant degree of uncertainty associated with these key assumptions. Projected cash flows, including key assumptions of forecasted revenue growth rates and EBITDA margin, are contingent on the Company’s ability to accurately forecast future financial performance, which is subject to factors beyond the Company’s control such as changes in market conditions, economic downturns, and competitive pressures. The discount rate also incorporates market-based rates and risk premiums that are subject to fluctuations due to shifts in macroeconomic factors, investor sentiment, and changes in the Company's perceived risk profile. Moreover, the long-term growth rate assumption, although derived from reputable external sources, can be influenced by unforeseeable changes in industry dynamics, regulatory environments, and technological advancements that may impact growth trajectories. Consequently, while these assumptions are grounded in established financial theories and best estimates, there is an inherent degree of uncertainty.
The goodwill impairment assessment as of March 31, 2026, based on both the prior five reporting units, and the current two reporting units, is described below.
Goodwill impairment assessment based on the prior five reporting units (pre-reorganization basis):
Canalys
Based on the quantitative fair value testing, a goodwill impairment of $8.1 million was recognized during the three months ended March 31, 2026. The carrying value of goodwill in the Canalys reporting unit after the impairment charge was $1.1 million.
NetLine
Based on the quantitative fair value testing, a goodwill impairment of $6.8 million was recognized during the three months ended March 31, 2026. There was no carrying value of goodwill remaining in the NetLine reporting unit after the $6.8 million impairment charge.
Legacy TechTarget
The entire balance of goodwill in the Legacy TechTarget reporting unit was written off during 2025.
Bluefin
Based on the quantitative fair value testing, a goodwill impairment of $3.7 million was recognized during the three months ended March 31, 2026. There was no carrying value of goodwill remaining in the Bluefin reporting unit after the $3.7 million impairment charge.
Industry Dive
Based on the quantitative fair value testing, no goodwill impairment was recognized during the three months ended March 31, 2026. The carrying value of goodwill in the Industry Dive reporting unit was $26.4 million prior to the reorganization.
26
Table of Contents
Goodwill impairment assessment based on the current two reporting units (post-reorganization basis):
Brand to Demand
Based on the quantitative fair value testing, a goodwill impairment of $26.4 million was recognized during the three months ended March 31, 2026. There was no carrying value of goodwill in the Brand to Demand reporting unit after the impairment charge as of March 31, 2026.
Intelligence & Advisory
Based on the quantitative fair value testing, there was no goodwill impairment recognized during the three months ended March 31, 2026. The carrying value of goodwill in the Intelligence & Advisory reporting unit on a post-reorganization basis was $1.1 million as of March 31, 2026.
Components of Results of Operations
Revenues
Revenue is disaggregated into four categories: Marketing, advertising services and sponsorship; Intelligence subscription services; Advisory services; and Exhibitor and attendee revenue.
These products and services are delivered under both short-term contracts that run for the length of a given marketing/sales program, typically less than nine months, and through integrated contracts exceeding 270 days (“longer-term contracts”) covering various client needs. Longer-term contracts include a range of annual subscription products, which are paid for in advance. In the three and six months ended June 30, 2026, approximately 28% and 29%, respectively, of our revenues were from longer-term contracts. In the three and six months ended June 30, 2025, approximately 33% and 35%, respectively, of our revenues were from longer-term contracts.
Cost of revenues
Cost of revenues primarily consists of salaries and related personnel costs for research, editorial and consulting employees, lead generation expenses, freelance contractors expenses, website hosting costs, internal use software and developed technology amortization and other related overheads.
Selling and marketing
Selling and marketing expenses consist primarily of salaries and related personnel costs, sales commissions, facility expenses, advertising costs, and other related overheads.
General and administrative
General and administrative expenses consist primarily of salaries and related personnel costs, facility expenses and related overheads, accounting, legal and other professional fees, allowance for credit losses, and stock-based compensation expenses.
Product development
Product development includes the creation of Informa TechTarget's network of websites and data analytics framework, advertiser offerings and technical infrastructure that do not meet the criteria for capitalization.
Depreciation
Depreciation expense consists of the depreciation of property and equipment. Depreciation is calculated using the straight-line method over their estimated useful lives, ranging from three to five years.
Amortization
Amortization expense consists of the amortization of intangible assets. Intangible assets are amortized based on using methods that are expected to reflect the estimated pattern of economic use or a straight-line basis over the estimated useful lives of the underlying assets.
Impairment of long-lived assets and goodwill
27
Table of Contents
Impairment of long-lived assets and goodwill primarily relates to lease impairment and goodwill impairment in each of the Company’s reporting units.
Restructuring expense (income)
Restructuring expense (income) primarily relate to the Restructuring Plan designed to reshape, optimize, and support the Company’s financial and operational efficiency. The plan involves streamlining certain areas and functions and reinvesting in others to improve the delivery of products and services to customers and enhance the Company’s global go-to-market capabilities.
Acquisition and integration costs
Acquisition-related costs that are not part of purchase consideration are expensed as incurred. These costs typically include finder’s fees, legal, accounting, and other professional costs. Integration-related costs represent costs that relate directly to combining Informa TechTarget and its acquired businesses and are expensed as incurred. Integration-related costs typically include strategic consulting services, employee-related costs, such as retention and severance, costs to integrate information technology infrastructure, enterprise planning systems, processes, and other non-recurring integration-related costs.
Remeasurement of contingent consideration
Remeasurement of contingent consideration relates to the fair value adjustment of acquisition related contingent consideration.
Interest income
Interest income is primarily from related-party loans, by reference to the principal outstanding and at the effective interest rate applicable, and also from cash and cash equivalents. All related party loans were settled as of the close of the Transaction.
Related party interest expense
Related party interest expense consists of interest on related-party loans at the effective interest rate applicable and the unsecured five-year revolving Credit Facility. The interest rate on the unsecured revolving Credit Facility is variable.
Other income (expense), net
Other income (expense), net consists primarily of unrealized/realized foreign currency transaction gains and losses, and other non-operating income and expense transactions.
Income tax benefit (expense)
Income tax benefit (expense) reflects income earned and taxed, in jurisdictions in which Informa TechTarget conducts business, which mainly include the United Kingdom and United States federal and state income taxes.
28
Table of Contents
Results of Operations
The following table sets forth a summary of certain key financial information for the three and six months ended June 30, 2026 and 2025:
|
|
For the Three Months Ended June 30, |
|
|
Percent Change |
|
|
For the Six Months Ended June 30, |
|
|
Percent Change |
|
|
||||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 vs 2025 |
|
|
2026 |
|
|
2025 |
|
|
2025 vs 2024 |
|
|
||||||
Revenues: |
|
$ |
116,148 |
|
|
$ |
119,943 |
|
|
|
(3 |
%) |
|
$ |
222,196 |
|
|
$ |
223,830 |
|
|
|
(1 |
%) |
|
Total cost of revenues |
|
|
(51,665 |
) |
|
|
(51,164 |
) |
|
|
1 |
% |
|
|
(99,691 |
) |
|
|
(95,324 |
) |
|
|
5 |
% |
|
Gross profit |
|
|
64,483 |
|
|
|
68,779 |
|
|
|
(6 |
%) |
|
|
122,505 |
|
|
|
128,506 |
|
|
|
(5 |
%) |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Selling and marketing |
|
|
29,672 |
|
|
|
37,063 |
|
|
|
(20 |
%) |
|
|
63,099 |
|
|
|
70,373 |
|
|
|
(10 |
%) |
|
General and administrative |
|
|
21,899 |
|
|
|
18,921 |
|
|
|
16 |
% |
|
|
40,729 |
|
|
|
43,205 |
|
|
|
(6 |
%) |
|
Product development |
|
|
3,356 |
|
|
|
2,596 |
|
|
|
29 |
% |
|
|
7,019 |
|
|
|
5,385 |
|
|
|
30 |
% |
|
Depreciation |
|
|
419 |
|
|
|
531 |
|
|
|
(21 |
%) |
|
|
1,133 |
|
|
|
1,063 |
|
|
|
7 |
% |
|
Amortization, excluding amortization included in cost of revenues |
|
|
22,619 |
|
|
|
22,898 |
|
|
|
(1 |
%) |
|
|
44,556 |
|
|
|
46,186 |
|
|
|
(4 |
%) |
|
Impairment of goodwill |
|
|
— |
|
|
|
382,248 |
|
|
|
(100 |
%) |
|
|
45,006 |
|
|
|
841,348 |
|
|
|
(95 |
%) |
|
Restructuring expense (income) |
|
|
73 |
|
|
|
— |
|
|
n.m. |
|
|
|
(382 |
) |
|
|
— |
|
|
n.m. |
|
|
||
Acquisition and integration costs |
|
|
8,526 |
|
|
|
14,811 |
|
|
|
(42 |
%) |
|
|
24,348 |
|
|
|
24,139 |
|
|
|
1 |
% |
|
Remeasurement of contingent consideration |
|
|
— |
|
|
|
— |
|
|
n.m. |
|
|
|
36 |
|
|
|
— |
|
|
n.m. |
|
|
||
Total operating expenses |
|
|
86,564 |
|
|
|
479,068 |
|
|
|
(82 |
%) |
|
|
225,544 |
|
|
|
1,031,699 |
|
|
|
(78 |
%) |
|
Operating loss |
|
|
(22,081 |
) |
|
|
(410,289 |
) |
|
|
95 |
% |
|
|
(103,039 |
) |
|
|
(903,193 |
) |
|
|
(89 |
%) |
|
Interest expense on related party loans |
|
|
(2,166 |
) |
|
|
(2,815 |
) |
|
|
(23 |
%) |
|
|
(4,300 |
) |
|
|
(4,628 |
) |
|
|
(7 |
%) |
|
Interest income |
|
|
51 |
|
|
|
62 |
|
|
|
(18 |
%) |
|
|
103 |
|
|
|
888 |
|
|
|
(88 |
%) |
|
Other income (expense), net |
|
|
451 |
|
|
|
(5,222 |
) |
|
|
109 |
% |
|
|
1,351 |
|
|
|
(8,316 |
) |
|
|
(116 |
%) |
|
Loss before provision for income taxes |
|
|
(23,745 |
) |
|
|
(418,264 |
) |
|
|
(94 |
%) |
|
|
(105,885 |
) |
|
|
(915,249 |
) |
|
|
(88 |
%) |
|
Income tax benefit (provision) |
|
|
2,010 |
|
|
|
19,602 |
|
|
|
(90 |
%) |
|
|
13,369 |
|
|
|
(6,801 |
) |
|
|
(297 |
%) |
|
Net loss |
|
$ |
(21,735 |
) |
|
$ |
(398,662 |
) |
|
|
(95 |
%) |
|
$ |
(92,516 |
) |
|
$ |
(922,050 |
) |
|
|
(90 |
%) |
|
29
Table of Contents
Comparison of The Three Months Ended June 30, 2026 and 2025
Revenues
|
|
Three Months Ended June 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
|
Increase/ |
|
|
Percent |
|
||||
Marketing, advertising services, and sponsorship |
|
$ |
85,979 |
|
|
$ |
87,134 |
|
|
$ |
(1,155 |
) |
|
|
(1 |
)% |
Intelligence subscription services |
|
|
18,623 |
|
|
|
19,682 |
|
|
|
(1,059 |
) |
|
|
(5 |
)% |
Advisory services |
|
|
11,507 |
|
|
|
13,114 |
|
|
|
(1,607 |
) |
|
|
(12 |
)% |
Exhibitor and attendee |
|
|
39 |
|
|
|
13 |
|
|
|
26 |
|
|
|
200 |
% |
Total revenues |
|
$ |
116,148 |
|
|
$ |
119,943 |
|
|
$ |
(3,795 |
) |
|
|
(3 |
)% |
Revenue for the three months ended June 30, 2026 was $116.1 million, a decrease of $3.8 million, or 3%, compared to the three months ended June 30, 2025. The decrease was primarily driven by a $2.3 million decrease in Intelligence & Advisory segment revenues, primarily due to lower Research & Consulting services in the current period and a $1.5 million decrease in Brand to Demand segment revenues, primarily driven by a small decrease in our Demand Generation and Intent Data product lines.
Cost of revenues
|
|
Three Months Ended June 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
|
Increase |
|
|
Percent |
|
||||
Cost of revenues |
|
$ |
51,665 |
|
|
$ |
51,164 |
|
|
$ |
501 |
|
|
|
1 |
% |
Cost of revenues for the three months ended June 30, 2026 was $51.7 million, representing an increase of $0.5 million, or 1%, compared to the three months ended June 30, 2025. The increase was primarily driven by a $0.3 million increase in amortization reflecting higher amortization of capitalized content and platform-related assets, with a further $0.1 million increase attributable to increased labor and related costs.
Operating expenses and other
|
|
Three Months Ended June 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
|
Increase/ |
|
|
Percent |
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and marketing |
|
$ |
29,672 |
|
|
$ |
37,063 |
|
|
$ |
(7,391 |
) |
|
|
(20 |
%) |
General and administrative |
|
|
21,899 |
|
|
|
18,921 |
|
|
|
2,978 |
|
|
|
16 |
% |
Product development |
|
|
3,356 |
|
|
|
2,596 |
|
|
|
760 |
|
|
|
29 |
% |
Depreciation |
|
|
419 |
|
|
|
531 |
|
|
|
(112 |
) |
|
|
(21 |
%) |
Amortization, excluding amortization included in cost of revenues |
|
|
22,619 |
|
|
|
22,898 |
|
|
|
(279 |
) |
|
|
(1 |
%) |
Impairment of goodwill |
|
|
— |
|
|
|
382,248 |
|
|
|
(382,248 |
) |
|
|
(100 |
%) |
Restructuring expense |
|
|
73 |
|
|
|
— |
|
|
|
73 |
|
|
n.m. |
|
|
Acquisition and integration costs |
|
|
8,526 |
|
|
|
14,811 |
|
|
|
(6,285 |
) |
|
|
(42 |
%) |
Total operating expenses |
|
$ |
86,564 |
|
|
$ |
479,068 |
|
|
$ |
(392,504 |
) |
|
|
(82 |
%) |
Interest expense on related party loans |
|
|
(2,166 |
) |
|
|
(2,815 |
) |
|
|
649 |
|
|
|
(23 |
%) |
Interest income |
|
|
51 |
|
|
|
62 |
|
|
|
(11 |
) |
|
|
(18 |
%) |
Other income (expense), net |
|
|
451 |
|
|
|
(5,222 |
) |
|
|
5,673 |
|
|
|
109 |
% |
Income tax benefit |
|
$ |
2,010 |
|
|
$ |
19,602 |
|
|
$ |
(17,592 |
) |
|
|
(90 |
%) |
Selling and Marketing. Selling and marketing expenses decreased by $7.4 million, or 20%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily driven by a $6.3 million decrease
30
Table of Contents
in staff-related costs post the company-wide restructuring and workforce reduction program initiated in August 2025. The remaining decrease is attributable to a $1.8 million decrease in third-party spend and costs optimization initiatives. This was partially offset by a $0.7 million increase in sales commissions.
General and Administrative. General and administrative expenses increased by $3.0 million, or 16%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was primarily attributable to a $2.3 million increase in staff-related costs, as the prior-year period reflected the timing of post-transaction synergies and cost optimizations that resulted in a lower comparative base in the second quarter of 2025. Additionally, other operating costs increased due to a $0.7 million increase in information technology costs.
Product Development. Product development costs increased by $0.8 million, or 29%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to higher staff and related personnel costs supporting product development activities.
Depreciation. Depreciation expense decreased by $0.1 million, or 21%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to certain IT equipment and other fixed assets becoming fully depreciated during the period.
Amortization. Amortization expense decreased by $0.3 million, or 1%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to higher amortization included in cost of revenues in the current period.
Impairment of Goodwill. There was no goodwill impairment recorded for the three months ended June 30, 2026. As a result of the impairment analysis in the three months ended June 30, 2025, an impairment charge of $382.2 million was recorded. Due to decreases in our stock price and overall market capitalization, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, it was determined a triggering event occurred in the prior year period, indicating goodwill may be impaired. Accordingly, we conducted a quantitative impairment test of our goodwill at March 31, 2025. We estimate the implied fair value of our goodwill primarily using an income approach. Changes in the estimates or assumptions used in our quantitative impairment test could materially affect the determination of fair value and the associated goodwill impairment assessment. Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to continued increases in costs and other macroeconomic factors.
Restructuring expense (income). Restructuring expense was $0.1 million for the three months ended June 30, 2026, compared to no restructuring expense (income) in the three months ended June 30, 2025. Restructuring expense (income) primarily relates to a company‑wide restructuring and workforce reduction program initiated in August 2025, aimed at improving operational efficiency and reducing the overall cost base.
Acquisition and Integration Costs. Acquisition and integration expenses decreased by $6.3 million, or 42%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily attributable to the substantial reduction of integration activities, resulting in lower external consulting and advisory fees as the business transitions from active integration to steady-state operations.
Interest Expense on Related Party Loans. Interest expense on related party loans decreased $0.6 million, or 23%, in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to a higher balance drawn on the Credit Facility in the prior year period.
Interest Income. Interest income decreased by an immaterial amount for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due to relatively consistent cash balances in the current period.
Other Income (Expense), net. Other income for the three months ended June 30, 2026 was $0.5 million compared to other expense of $5.2 million for the three months ended June 30, 2025. The improvement was primarily attributable to a $3.5 million decrease in unrealized foreign exchange losses on balances denominated in foreign currencies, reflecting more favorable currency movements in the current period, and a $1.8 million gain on the sale of certain intangible assets associated with the platform known as GDC Vault to Informa. The remaining $0.4 million favorable variance was due to net improvements in other foreign exchange gains and losses on operational transactions and balances.
Income Tax Benefit (Expense). Income tax benefit for the three months ended June 30, 2026 was $2.0 million, a decrease of $17.6 million compared to the income tax benefit of $19.6 million in the three months ended June 30, 2025. The effective tax rate was (8.5)% and (4.7)% for the three months ended June 30, 2026 and 2025, respectively. In 2026, the effective tax rate was primarily driven by a geographic mix of earnings. In 2025, the effective tax rate was primarily driven by non-taxable contingent consideration and non-deductible goodwill impairment. Due to the Company’s history of impairments the effect of the non-deductible goodwill impairment was not treated as a discrete item in the three months ended June 30, 2025.
31
Table of Contents
Comparison of The Six Months Ended June 30, 2026 and 2025
Revenues
|
|
For the Six Months Ended June 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
|
Increase/ |
|
|
Percent |
|
||||
Marketing, advertising services, and sponsorship |
|
$ |
161,496 |
|
|
$ |
159,417 |
|
|
$ |
2,079 |
|
|
|
1 |
% |
Intelligence subscription services |
|
|
37,280 |
|
|
|
38,528 |
|
|
|
(1,248 |
) |
|
|
(3 |
)% |
Advisory services |
|
|
23,288 |
|
|
|
25,660 |
|
|
|
(2,372 |
) |
|
|
(9 |
)% |
Exhibitor and attendee |
|
|
132 |
|
|
|
225 |
|
|
|
(93 |
) |
|
|
(41 |
)% |
Total revenues |
|
$ |
222,196 |
|
|
$ |
223,830 |
|
|
$ |
(1,634 |
) |
|
|
(1 |
)% |
Revenue for the six months ended June 30, 2026 was $222.2 million, a decrease of $1.6 million, or 1%, compared to the six months ended June 30, 2025. The decrease was primarily driven by a $3.5 million decrease in Intelligence & Advisory segment revenues, primarily due to lower Advisory services revenues and softer Intelligence subscription revenue. This was partially offset by the Brand to Demand segment, primarily driven by performance across the Demand Generation and Branding product lines.
Cost of revenues
|
|
For the Six Months Ended June 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
|
Increase |
|
|
Percent |
|
||||
Cost of revenues |
|
$ |
99,691 |
|
|
$ |
95,324 |
|
|
$ |
4,367 |
|
|
|
5 |
% |
Cost of revenues for the six months ended June 30, 2026 was $99.7 million, representing an increase of $4.4 million, or 5%, compared to the six months ended June 30, 2025. The increase was primarily driven by higher fulfillment costs. A further $0.9 million relates to an increase in amortization, reflecting higher amortization of capitalized platform-related assets and $0.3 million in increased labor and related costs, consistent with increased activity levels.
Operating expenses and other
|
|
For the Six Months Ended June 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
|
Increase |
|
|
Percent |
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and marketing |
|
$ |
63,099 |
|
|
$ |
70,373 |
|
|
$ |
(7,274 |
) |
|
|
(10 |
)% |
General and administrative |
|
|
40,729 |
|
|
|
43,205 |
|
|
|
(2,476 |
) |
|
|
(6 |
)% |
Product development |
|
|
7,019 |
|
|
|
5,385 |
|
|
|
1,634 |
|
|
|
30 |
% |
Depreciation |
|
|
1,133 |
|
|
|
1,063 |
|
|
|
70 |
|
|
|
7 |
% |
Amortization, excluding amortization included in cost of revenues |
|
|
44,556 |
|
|
|
46,186 |
|
|
|
(1,630 |
) |
|
|
(4 |
%) |
Impairment of goodwill |
|
|
45,006 |
|
|
|
841,348 |
|
|
|
(796,342 |
) |
|
|
(95 |
%) |
Restructuring expense (income) |
|
|
(382 |
) |
|
|
— |
|
|
|
(382 |
) |
|
n.m. |
|
|
Acquisition and integration costs |
|
|
24,348 |
|
|
|
24,139 |
|
|
|
209 |
|
|
|
1 |
% |
Remeasurement of contingent consideration |
|
|
36 |
|
|
|
— |
|
|
|
36 |
|
|
n.m. |
|
|
Total operating expenses |
|
$ |
225,544 |
|
|
$ |
1,031,699 |
|
|
$ |
(806,155 |
) |
|
|
(78 |
)% |
Interest expense on related party loans |
|
|
(4,300 |
) |
|
|
(4,628 |
) |
|
|
328 |
|
|
|
(7 |
)% |
Interest income |
|
|
103 |
|
|
|
888 |
|
|
|
(785 |
) |
|
|
(88 |
)% |
Other income (expense), net |
|
|
1,351 |
|
|
|
(8,316 |
) |
|
|
9,667 |
|
|
|
(116 |
%) |
Income tax benefit (provision) |
|
$ |
13,369 |
|
|
$ |
(6,801 |
) |
|
$ |
20,170 |
|
|
|
(297 |
)% |
Selling and Marketing. Selling and marketing expenses decreased by $7.3 million, or 10%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily driven by $5.6 million decrease
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in labor and related costs post the company-wide restructuring and workforce reduction program initiated in August 2025 and a $3.8 million decrease in marketing spend. This was partially offset by a $2.1 million increase in sales commissions, reflecting changes towards more performance‑based compensation.
General and Administrative. General and administrative expenses decreased by $2.5 million, or 6%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease was primarily driven by a $3.2 million decrease in professional fees, a $2.7 million reduction in staff-related costs driven by post-transaction synergies and organizational restructuring, and a $0.9 million decrease in property and office costs due to reduced office space requirements and associated lease obligations. These were partially offset by a $2.9 million increase in information technology costs, primarily due to enhanced corporate technology infrastructure investments and increased cost allocations from centralized IT services.
Product Development. Product development costs increased by $1.6 million, or 30%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to higher staff and related personnel costs supporting product development activities.
Depreciation. Depreciation expense increased by $0.1 million, or 7%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to an adjustment to the estimated useful lives of existing leasehold improvements in the anticipation of a relocation of the Newton office lease.
Amortization. Amortization expense decreased by $1.6 million, or 4%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to higher amortization included in cost of revenues in the current period.
Impairment of Goodwill. As a result of the impairment analysis in the six months ended June 30, 2026 and June 30, 2025, impairment charges of $45.0 million and $841.3 million were recorded, respectively. Due to decreases in our stock price and overall market capitalization, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, it was determined a triggering event occurred in each of the three month periods ended March 31, 2026 and March 31, 2025, indicating goodwill may be impaired. No triggering event occurred in the three months ended June 30, 2026. Accordingly, we conducted a quantitative impairment test of our goodwill at March 31, 2026, March 31, 2025 and June 30, 2025. We estimate the implied fair value of our goodwill primarily using an income approach. Changes in the estimates or assumptions used in our quantitative impairment test could materially affect the determination of fair value and the associated goodwill impairment assessment. Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to continued increases in costs and other macroeconomic factors.
Restructuring expense (income). Restructuring income was $0.4 million for the six months ended June 30, 2026, compared to no restructuring expense (income) in the six months ended June 30, 2025. Restructuring expense (income) primarily relates to a company‑wide restructuring and workforce reduction program initiated in August 2025, aimed at improving operational efficiency and reducing the overall cost base. The income recognized in the current period primarily reflects reversals of previously recorded expenses as a result of changes in estimates.
Acquisition and Integration Costs. Acquisition and integration expenses increased by $0.2 million, or 1%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, based on levels of integration activities.
Remeasurement of Contingent Consideration. For the six months ended June 30, 2026, the Company recognized an immaterial amount of remeasurement expense related to contingent consideration. No contingent consideration remeasurement was recorded for the six months ended June 30, 2025.
Interest Expense on Related Party Loans. Interest expense on related party loans decreased $0.3 million, or 7%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to the timing of the related party debt drawdown, which occurred in late January 2025, resulting in fewer months of incurred interest expense during the six months ended June 30, 2026 compared to the current period.
Interest Income. Interest income decreased $0.8 million, or 88%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, due to decreased cash balances in the current period.
Other Income (Expense), net. Other income for the six months ended June 30, 2026 was $1.4 million compared to the other expense of $8.3 million for the six months ended June 30, 2025, primarily due to unrealized gains on intercompany balances denominated in foreign currencies in the current period while the prior year period had unrealized losses on intercompany balances denominated in foreign currencies. Additionally, the six months ended June 30, 2026 included a $1.8 million gain on the sale of certain intangible assets associated with the platform known as GDC Vault to Informa.
Income Tax Benefit (Expense). Income tax benefit for the six months ended June 30, 2026 was $13.4 million, an increase of $20.2 million compared to the income tax provision of $6.8 million in the six months ended June 30, 2025. The effective tax rate was (12.6)% and 0.7% for the six months ended June 30, 2026 and 2025, respectively. In 2026, the effective tax rate
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was primarily driven by a non-deductible goodwill impairment and a geographic mix of earnings. In 2025, the effective tax rate was primarily driven by non-taxable contingent consideration and larger non-deductible goodwill impairment. Due to the Company’s history of impairments, the effect of the non-deductible goodwill impairment was not treated as a discrete item in the six months ended June 30, 2025.
Segment Analysis
As discussed in Note 13 Segments, to the Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, we made changes to our organizational structure in the first quarter of 2026. With these changes, we revised our reportable segments, changing from one segment to two segments. The table below presents Revenues and Segment Operating Income (Loss) for each reportable segment for the three months ended June 30, 2026 and 2025:
|
|
Three Months Ended June 30, 2026 |
|
|||||
|
|
Brand to Demand |
|
|
Intelligence & Advisory |
|
||
Revenues |
|
$ |
85,866 |
|
|
$ |
30,282 |
|
Segment operating income (loss) |
|
|
41,393 |
|
|
|
7,740 |
|
Quarter over quarter revenue change $ |
|
|
(1,495 |
) |
|
|
(2,300 |
) |
Quarter over quarter revenue change % |
|
|
(2 |
%) |
|
|
(7 |
%) |
Quarter over quarter operating income (loss) change $ |
|
|
697 |
|
|
|
(1,773 |
) |
Quarter over quarter operating income (loss) change % |
|
|
2 |
% |
|
|
(19 |
%) |
|
|
Three Months Ended June 30, 2025 |
|
|||||
|
|
Brand to Demand |
|
|
Intelligence & Advisory |
|
||
Revenues |
|
$ |
87,361 |
|
|
$ |
32,582 |
|
Segment operating income (loss) |
|
|
40,696 |
|
|
|
9,513 |
|
Brand to Demand segment revenues decreased by $1.5 million, or 2%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to a small decrease in our Demand Generation and Intent Data Product lines. Segment operating income increased by $0.7 million, or 2%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, driven mainly by decreased labor and related costs.
Intelligence & Advisory segment revenues decreased by $2.3 million, or 7%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily driven by lower Research & Consulting services in the current period. Segment operating income decreased by $1.8 million, or 19%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease primarily reflected the revenue decline, slightly offset by achieved indirect cost savings.
The table below presents Revenues and Segment Operating Income (Loss) for each reportable segment for the six months ended June 30, 2026 and 2025:
|
|
Six Months Ended June 30, 2026 |
|
|||||
|
|
Brand to Demand |
|
|
Intelligence & Advisory |
|
||
Revenues |
|
$ |
161,057 |
|
|
$ |
61,139 |
|
Segment operating income (loss) |
|
|
74,929 |
|
|
|
17,395 |
|
Year over year revenue change $ |
|
|
1,906 |
|
|
|
(3,540 |
) |
Year over year revenue change % |
|
|
1 |
% |
|
|
(5 |
%) |
Year over year operating income (loss) change $ |
|
|
6,168 |
|
|
|
(1,181 |
) |
Year over year operating income (loss) change % |
|
|
9 |
% |
|
|
(6 |
%) |
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|
|
Six Months Ended June 30, 2025 |
|
|||||
|
|
Brand to Demand |
|
|
Intelligence & Advisory |
|
||
Revenues |
|
$ |
159,151 |
|
|
$ |
64,679 |
|
Segment operating income (loss) |
|
|
68,761 |
|
|
|
18,576 |
|
Brand to Demand segment revenues increased by $1.9 million, or 1%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by performance across the Demand Generation and Branding product lines. Segment operating income increased by $6.2 million, or 9%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily attributable to cost reductions in consulting and professional fees, as well as lower third party spend as well as other operating expenses resulting from post-transaction operational efficiencies, partially offset by increased labor and related costs.
Intelligence & Advisory segment revenues decreased by $3.5 million, or 5%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily attributable to lower Advisory revenues and Intelligence subscription revenue. Segment operating income decreased by $1.2 million, or 6%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease primarily reflected the revenue decline, offset by lower variable costs associated with reduced Advisory project revenue and indirect cost savings achieved through operational efficiencies across the segment.
Liquidity and Capital Resources
At June 30, 2026, our cash and cash equivalents totaled $45.8 million. The Company has a $250 million revolving line of credit with Informa, of which $129.9 million remains available as of June 30, 2026. We believe that our existing cash and cash equivalents plus our remaining availability under the revolving Credit Facility will be sufficient to meet our anticipated cash needs for at least the next 12 months.
Informa TechTarget’s primary recurring use of cash is payment of operating costs, which consist primarily of employee-related expenses, such as compensation and benefits, as well as operating expenses for product development, marketing, facilities, and overhead costs.
Cash Flows
|
|
For the Six Months Ended June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net cash provided by operating activities |
|
$ |
3,299 |
|
|
$ |
13,706 |
|
Net cash provided by (used in) investing activities |
|
$ |
(11,162 |
) |
|
$ |
67,935 |
|
Net cash provided by (used in) financing activities |
|
$ |
13,219 |
|
|
$ |
(297,033 |
) |
Net cash provided by operating activities
Cash flows provided by operating activities for the six months ended June 30, 2026 was $3.3 million, a $10.4 million decrease in cash inflows compared to the operating cash inflow for the six months ended June 30, 2025. The cash inflow for the six months ended June 30, 2026 was primarily driven by a decrease in accounts receivable of $12.4 million and an increase in contract liabilities of $11.9 million, partially offset by a decrease in accrued expenses and other current liabilities of $7.3 million, in operating lease net liabilities of $5.8 million and accounts payable of $3.1 million. The cash inflow for the six months ended June 30, 2025 was primarily driven by an increase in income taxes payable of $29.5 million, contract liabilities of $15.2 million and related party payables of $13.2 million, partially offset by a decrease in accrued expenses and other current liabilities of $7.8 million, and an increase in related party receivables of $3.9 million.
Net cash provided by (used in) investing activities
Cash flows used in investing activities were $11.2 million and cash flows provided by investing activities were $67.9 million for the six months ended June 30, 2026 and 2025, respectively. The outflows in the six months ended June 30, 2026 primarily resulted from increased intangible assets of $9.3 million. The inflows in the six months ended June 30, 2025 reflected the sale of short-term investments of $76.8 million, partially offset by increased intangible assets of $8.5 million.
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Net cash provided by (used in) financing activities
Cash flows provided by financing activities were $13.2 million and cash flows used in financing were $297.0 million for the six months ended June 30, 2026 and 2025, respectively. The inflows in the six months ended June 30, 2026 were primarily from borrowings under the Credit Facility of $13.4 million. The outflow for the six months ended June 30, 2025 was due to the repayment of convertible notes of $417.0 million and the repayment of borrowings under the Credit Facility of $15 million, partially offset by a $135.0 million inflow from the Credit Facility.
Off Balance Sheet Arrangements
As of June 30, 2026 and December 31, 2025, Informa TechTarget did not have any significant off-balance sheet arrangements.
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Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains “forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 as amended (the “Exchange Act”), that involve substantial risks and uncertainties. All statements, other than historical facts, are forward-looking statements, including: statements regarding the expected benefits of the Transactions such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profile, business plans, expanded portfolio and financial strength; our expectations surrounding the Transactions and our ability to grow our business and bolster our financial position; our expected contractual obligations and capital expenditures; our future results of operations and financial position; industry and business trends; the impact of market conditions and other macroeconomic factors on our business, financial condition and results of operations; our future business strategy, plans, market growth and our objectives for future operations; the effectiveness of our Restructuring Plan; the continued remediation of material weaknesses in our internal control over financial reporting; and our competitive market position within our industry. 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 our 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 or the Restructuring Plan; uncertainty regarding our expected financial performance; failure to realize the anticipated benefits of the Transactions, including as a result of integrating our Informa Tech Digital Business with our legacy TechTarget business or the Restructuring Plan; our ability to implement our business strategy; difficulties and delays in 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 such as inflationary pressures and geopolitical tensions including war; 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; our ability to meet expectations regarding the accounting and tax treatments of the Transactions; market acceptance of our products and services; the impact of pandemics and future health epidemics and any related economic downturns on us and the markets in which we and our customers operate; changes in economic or regulatory conditions or other trends affecting the internet, internet advertising and IT 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, disruptions in the capital markets, economic sanctions and economic slowdowns or recessions, tariffs and trade disputes, rising inflation and interest rate fluctuations on our operating results; and other matters included in our filings with the SEC.
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, our 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 Quarterly Report.
Any forward-looking statements speak only as of the date of this Quarterly Report. Neither we, nor our 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 applicable law.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Informa TechTarget's market risk exposure is primarily a result of fluctuations in foreign exchange rates and interest rates. The Company does not hold or issue financial instruments for trading purposes.
Foreign currency exchange risk
The Company currently has subsidiaries in the United Kingdom, Hong Kong, China, Australia, Singapore, Germany and France. Approximately 24% and 25% of the Company's revenues for the three and six months ended June 30, 2026, respectively, were derived from customers with billing addresses outside of the United States and our foreign exchange losses were not significant. Additionally, the Company is exposed to foreign exchange risk related to operational expenses incurred, primarily labor costs, most predominantly between the British pound and the United States dollar. Changes in the exchange rate between the British pound and the US dollar can impact the Company's financial results when these foreign currency transactions are converted to US dollars. The Company continues to review this issue and may consider hedging certain foreign exchange risks through the use of currency futures or options in the future. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. The Company's continued international expansion increases our exposure to exchange rate fluctuations and as a result such fluctuations could have a significant impact on future results of operations. The Company also maintains receivables and cash accounts denominated
In addition, the Company's foreign subsidiaries have certain amounts of Goodwill and Intangibles which expose it to foreign currency exchange rate fluctuations. These exchange rate fluctuations are included as a component of other comprehensive (loss) income.
Interest rate risk
At June 30, 2026, the Company had cash and cash equivalents totaling $45.8 million. The cash and cash equivalents were held for working capital purposes. Due to the short-term nature of these investments, the Company believes that it does not have any material exposure to changes in the fair value of its investment portfolio as a result of changes in interest rates. Declines in interest rates, however, would reduce future investment income.
The Company is exposed to market risk for changes in interest rates related to the Credit Facility, which provides for borrowing up to $250.0 million. Interest on the Credit Facility is calculated by reference to the SOFR, plus 2.5% per annum. Assuming that the amounts available under the Credit Facility were fully drawn, a 1% increase in interest rates would result in an increase in annual interest expense and a decrease in cash flows of $2.5 million per year.
Inflation
Although the Company cannot accurately anticipate the future effect of inflation on our financial condition or results of operations, inflation historically has not had a material impact on the Company's operations. If the Company's costs were to become subject to significant inflationary pressures, it may not be able to fully offset such higher costs through price increases for services. The Company's inability to do so could harm its business, financial condition or results of operations.
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Item 4. Controls and Procedures
Limitations on effectiveness of controls and procedures
Informa TechTarget maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the Company's disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of the Company's controls and procedures relative to their costs.
Evaluation of disclosure controls and procedures
Management, with the participation of the principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of the Company's disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures were not effective as of June 30, 2026, due to the material weaknesses in our internal control over financial reporting as described below.
Notwithstanding the material weaknesses, and based on the additional analyses and other procedures management performed, management concluded that the Company's unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q state fairly, in all material respects, its financial position and results of operations and cash flows as of each of the dates, and for each of the periods, in accordance with generally accepted accounting principles in the United States of America.
Material weaknesses in internal control over financial reporting
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. As previously disclosed, management identified the following material weaknesses in internal control over financial reporting as of December 31, 2025, which remained unremediated as of June 30, 2026:
These material weaknesses contributed to the following additional material weaknesses:
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The material weaknesses related to the lack of sufficient complement of personnel with an appropriate level of internal controls and accounting knowledge, training and experience, risk assessment, lack of effective controls over the period-end financial reporting process, lack of effective controls related to non-routine, unusual or complex transactions, and the lack of effective control activities related to all significant accounts and disclosures resulted in adjustments recorded in conjunction with the preparation of the financial statements as of and for the year ended December 31, 2025 related to acquisition and integration related costs and certain accrued expenses.
Additionally, the material weaknesses could result in a misstatement of the consolidated financial statements and disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
In addition to the foregoing, the Company did not design and maintain effective controls over information technology (“IT”) general controls for information systems that are relevant to the preparation of our consolidated financial statements, specifically, with respect to: (i) program change management controls for financial systems to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized, and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate company personnel; (iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored; and (iv) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements. These IT deficiencies did not result in a misstatement to the consolidated financial statements; however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. Accordingly, management has determined these deficiencies in the aggregate constitute a material weakness.
Remediation of Previously Identified Material Weaknesses
With the oversight of the Audit Committee of the Board of Directors, and assistance of third-party advisors, management developed and began executing a comprehensive remediation plan during fiscal year 2025, which is still ongoing as of the date of this report. The following remediation activities commenced in 2025 and are continuing in 2026:
While management believes these actions represent progress, the material weaknesses have not been fully remediated as of June 30, 2026, as many of these remediation efforts are still ongoing and, in some cases, sufficient time had not elapsed to demonstrate sustained operating effectiveness of the newly designed and implemented controls.
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Management will continue to execute the remediation plan throughout fiscal year 2026. The process of designing and maintaining effective internal control over financial reporting is a continuous effort that requires management to anticipate and react to changes in our business, economic, and regulatory environments and to expend significant resources. As management continues to evaluate our internal control over financial reporting, the Company may take additional actions to remediate the material weaknesses or modify the remediation actions described above.
While the Company will devote significant time and attention to these remediation efforts, the material weaknesses will not be considered remediated until management completes the design and implementation of the actions described above and the controls operate for a sufficient period of time, and management has concluded, through testing, that these controls are effective
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time and in the ordinary course of business, the Company may be subject to various claims and proceedings. The Company is not currently a party to any material legal proceedings and is not aware of any pending or threatened litigation against us that the Company believes could have a material adverse effect on our business, operating results or financial condition.
Item 1A. Risk Factors
The Company's business is subject to a number of risks that could have a material effect on our business, results of operations, financial condition and/or liquidity and that could cause the Company's operating results to vary significantly from period to period. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors the Company previously disclosed in Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 11, 2026. The Company may disclose changes to any risk factors presented or disclose additional factors from time to time in our future filings with the SEC.
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Item 5. Other Information
Trading Plans
There were no Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K)
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Item 6. Exhibits
|
|
Incorporated by Reference |
||||
Exhibit Number |
Exhibit Description |
Filed Herewith |
Form |
Exhibit |
Filing Date |
Registration/File No. |
*2.1 |
Agreement and Plan of Merger, dated as of January 10, 2024, by and among TechTarget, Inc., Toro CombineCo, Inc., Toro Acquisition Sub, LLC, Informa PLC, Informa US Holdings Limited, and Informa Intrepid Holdings Inc. |
|
8-K |
2.1 |
1/11/2023 |
001-33472 |
3.1 |
Amended and Restated Certificate of Incorporation of the Registrant, dated December 2, 2024. |
|
8-K |
3.2 |
12/06/2024 |
001-42428 |
3.2 |
Amended and Restated Bylaws of the Registrant, dated December 2, 2024. |
|
8-K |
3.3 |
12/06/2024 |
001-42428 |
10.1 |
Executive Incentive Growth Acceleration Plan |
X |
|
|
|
|
10.2 |
Short-Term Incentive Plan |
X |
|
|
|
|
31.1 |
Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(A) And 15d-14(A), As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002 |
X |
|
|
|
|
31.2 |
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(A) And 15d-14(A), As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002 |
X |
|
|
|
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32.1 |
Certification by Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
X |
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101.INS |
Inline eXtensible Business Reporting Language (XBRL) Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
X |
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101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
X |
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104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
X |
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* Certain annexes to the Agreement and Plan of Merger have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Certain schedules, annexes and exhibits to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules, annexes and exhibits to the U.S. Securities and Exchange Commission upon request.
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Table of Contents
SIGNATURES
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.
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TECHTARGET, INC. |
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Date: |
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August 6, 2026 |
By: |
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/s/ Gary Nugent |
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Gary Nugent |
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Chief Executive Officer and Director |
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(principal executive officer) |
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Date |
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August 6, 2026 |
By: |
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/s/ Daniel T. Noreck |
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Daniel T. Noreck |
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Chief Financial Officer and Treasury |
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(principal financial and accounting officer) |
45