[Form 4] TechTarget, Inc. Insider Trading Activity

Rhea-AI Filing Summary

TechTarget, Inc. (TTGT) reporting person Sean Paul Tierney, Chief Technology Officer, executed a non-discretionary "sell-to-cover" on 08/22/2025 to satisfy tax withholding from the settlement of restricted stock units previously reported on a Form 4 filed August 15, 2025. The report shows 3,112 shares of common stock sold at $5.99 per share, leaving the reporting person with 26,584 shares beneficially owned after the transaction. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person and filed with the SEC.

Positive

• Transaction was disclosed as a non-discretionary "sell-to-cover" to cover tax withholding from previously reported RSU vesting
• Filing specifies the exact number of shares sold and sale price (3,112 shares at $5.99), and reports post-transaction beneficial ownership (26,584 shares)

Negative

• Reporting person reduced holdings by 3,112 shares as a result of the sell-to-cover transaction

Insights

Corporate Governance Expert

TL;DR: Routine insider "sell-to-cover" for tax withholding; no indication of discretionary trading or governance concerns.

The filing documents a common administrative transaction: sale of 3,112 shares at $5.99 to cover taxes arising from RSU vesting previously disclosed. The report identifies the reporting person as the CTO and confirms remaining beneficial ownership of 26,584 shares. Because the Form states the sale was to satisfy withholding and was not discretionary, this filing does not, by itself, suggest governance changes or insider-driven market signaling.

Securities Analyst

TL;DR: Minor insider disposition with clear explanation; impact on float and ownership is immaterial at face value.

The transaction is explicitly described as a "sell-to-cover" to satisfy tax obligations from RSU settlement, executed on 08/22/2025 at $5.99 per share for 3,112 shares. Post-transaction beneficial ownership is 26,584 shares. This is a routine liquidity action tied to compensation mechanics rather than a strategic sale, and the filing provides sufficient specificity about the reason and magnitude.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tierney Sean Paul

(Last) (First) (Middle)

C/O TECHTARGET, INC

275 GROVE STREET

(Street)

NEWTON MA 02466

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TechTarget, Inc. [ TTGT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/22/2025(1)		S		3,112	D	$5.99	26,584	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects a "sell to cover" transaction to cover withholding taxes due in connection with the Company's delivery to the reporting person of shares in settlement of restricted stock units, the vesting of which was previously reported on a Form 4 filed August 15, 2025. This "sell to cover" transaction in order to satisfy tax obligations does not represent a discretionary transaction by the reporting person.

	/s/ Charles D. Rennick, Attorney-in-Fact	08/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did TechTarget (TTGT) insider Sean Paul Tierney sell on 08/22/2025?

The filing reports a sell-to-cover disposition of 3,112 shares of TechTarget common stock at $5.99 per share executed on 08/22/2025.

Why was the sale made according to the Form 4 for TTGT?

The sale was to cover withholding taxes due upon settlement of restricted stock units, and the filing states it did not represent a discretionary transaction by the reporting person.

How many TechTarget shares does the reporting person own after the reported transaction?

The Form 4 reports 26,584 shares beneficially owned following the reported transaction.

Who filed and signed the Form 4 for the TTGT transaction?

The Form 4 was filed on behalf of the reporting person and is signed by Charles D. Rennick, Attorney-in-Fact dated 08/25/2025.

Was this transaction related to a previously reported equity event?

Yes. The explanation references RSU vesting that was previously reported on a Form 4 filed August 15, 2025.