TechTarget CEO sells 12,608 shares to cover taxes

The sale was described as a tax-withholding transaction rather than a discretionary sale.

Available on EDGAR 09/24/2026 - 05:36 PM EDT Accepted by SEC EDGAR 09/24/2026 - 05:35 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

TechTarget, Inc. (TTGT) Chief Executive Officer Gary John Nugent had 34,166 restricted stock units vest and settle into common stock on September 22, 2026. On September 23, he sold 12,608 shares at an average of $3.74 per share in a sell-to-cover transaction for withholding taxes; the footnote says the sale was not discretionary. The reported RSU position following the transaction was 68,331 shares, with 34,166 and 34,165 additional RSUs scheduled to vest on September 22, 2027, and September 22, 2028, respectively.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Nugent Gary John

Role Chief Executive Officer

Sold 12,608 shs ($47K)

Approx. gross sale proceeds $47K

Type	Security	Shares	Price	Value
Sale	Common Stock F3, F4	12,608	$3.74	$47K
Exercise	Restricted Stock Units F1, F2, F5	34,166	$0.00	$0.00
Exercise	Common Stock F1, F2	34,166	--	--

Holdings After Transaction: Restricted Stock Units — 68,331 units (Direct); Common Stock — 25,758 shares (Direct)

Footnotes (5)

1. F1. This transaction represents the settlement of restricted stock units ("RSUs") in shares of common stock on their scheduled vesting date.
2. F2. Each RSU represents a contingent right to receive one share of TechTarget, Inc.'s ("Informa TechTarget") Common Stock upon vesting.
3. F3. Reflects a "sell to cover" transaction to cover withholding taxes due in connection with Informa TechTarget's delivery to the Reporting Person of shares in settlement of restricted stock units. This "sell to cover" transaction in order to satisfy tax obligations does not represent a discretionary transaction by the Reporting Person.
4. F4. The price reflected is the average price per share for the transactions that are aggregated and reported on the line. Shares ranged in price from $3.74 to $3.7708. The Reporting Person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares purchased or sold at each separate price.
5. F5. This award was granted on September 22, 2025. 34,166 of the RSUs subject to the award vested on September 22, 2026, 34,166 of the RSUs are scheduled to vest on September 22, 2027, and 34,165 of the RSUs are scheduled to vest on September 22, 2028. Vested shares will be delivered to the Reporting Person on the applicable dates as set forth in the Reporting Person's award agreement with respect to each vesting tranche.

Key Figures

Shares sold: 12,608 shares Average sale price: $3.74 per share Reported sale-price range: $3.74 to $3.7708 per share +4 more

7 metrics

Shares sold 12,608 shares September 23, 2026

Average sale price $3.74 per share September 23, 2026

Reported sale-price range $3.74 to $3.7708 per share Transactions aggregated on the sale line

RSUs vested and settled 34,166 shares September 22, 2026

RSUs following transaction 68,331 shares Reported after the September 22, 2026 transaction

Scheduled RSU vesting 34,166 shares Scheduled to vest September 22, 2027

Scheduled RSU vesting 34,165 shares Scheduled to vest September 22, 2028

Key Terms

restricted stock units, sell to cover, scheduled vesting date, withholding taxes

4 terms

restricted stock units financial

"settlement of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

sell to cover financial

"Reflects a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

scheduled vesting date financial

"on their scheduled vesting date"

withholding taxes financial

"to cover withholding taxes due"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many TTGT shares did CEO Gary John Nugent sell, and at what price?

Gary John Nugent sold 12,608 shares on September 23, 2026, at an average price of $3.74 per share. The reported transactions ranged from $3.74 to $3.7708 per share. The footnote identifies the sale as covering withholding taxes connected to the RSU settlement.

How many RSUs vested for TTGT's CEO, and what future tranches were scheduled?

34,166 RSUs vested on September 22, 2026 and were settled in common stock. The award schedules 34,166 RSUs to vest on September 22, 2027, and 34,165 on September 22, 2028. The reported RSU position following the transaction was 68,331 shares.

Was the TTGT CEO's stock sale reported under a Rule 10b5-1 plan?

No Rule 10b5-1 plan is reported. The transaction footnote describes the 12,608-share sale as a sell-to-cover transaction to satisfy withholding taxes and says it was not discretionary.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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
Estimated average burden
hours per response:			0.5

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^*

Nugent Gary John

(Last) (First) (Middle)

C/O TECHTARGET, INC.

275 GROVE STREET

(Street)

NEWTON MASSACHUSETTS 02466

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2026

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

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

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

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	09/22/2026		M		34,166	A	(1)(2)	38,366	D
Common Stock	09/23/2026(3)		S		12,608	D	$3.74(4)	25,758	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
Restricted Stock Units	(1)(2)	09/22/2026		M			34,166	(5)	(5)	Common Stock	34,166	$0	68,331	D

Explanation of Responses:

1. This transaction represents the settlement of restricted stock units ("RSUs") in shares of common stock on their scheduled vesting date.

2. Each RSU represents a contingent right to receive one share of TechTarget, Inc.'s ("Informa TechTarget") Common Stock upon vesting.

3. Reflects a "sell to cover" transaction to cover withholding taxes due in connection with Informa TechTarget's delivery to the Reporting Person of shares in settlement of restricted stock units. This "sell to cover" transaction in order to satisfy tax obligations does not represent a discretionary transaction by the Reporting Person.

4. The price reflected is the average price per share for the transactions that are aggregated and reported on the line. Shares ranged in price from $3.74 to $3.7708. The Reporting Person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares purchased or sold at each separate price.

5. This award was granted on September 22, 2025. 34,166 of the RSUs subject to the award vested on September 22, 2026, 34,166 of the RSUs are scheduled to vest on September 22, 2027, and 34,165 of the RSUs are scheduled to vest on September 22, 2028. Vested shares will be delivered to the Reporting Person on the applicable dates as set forth in the Reporting Person's award agreement with respect to each vesting tranche.

	/s/ Charles D. Rennick, Attorney-in-Fact	09/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)