TTGT Form 4: CFO Sells Shares to Cover Taxes After RSU Vesting

Rhea-AI Filing Summary

TechTarget insider sale to cover taxes following RSU vesting. Chief Financial Officer Daniel T. Noreck disposed of 8,459 shares of common stock on 08/22/2025 at an average price of $5.99 per share to satisfy withholding taxes related to restricted stock units that vested. After the transaction the reporting person beneficially owned 71,519 shares. The filing states this was a "sell to cover" tied to previously reported RSU vesting and was not a discretionary trade by the reporting person.

Insights

Financial Analyst

TL;DR: Routine tax-related sale; small percentage disposition relative to total holdings, limited market impact.

The transaction is described as a sell-to-cover to satisfy tax withholding on vested restricted stock units rather than a voluntary decision to reduce exposure. Disposition of 8,459 shares at $5.99 is factual and leaves the CFO with 71,519 shares, which maintains meaningful insider alignment with shareholders. From a market-impact perspective, the size and nature of the sale are immaterial unless part of a larger undisclosed pattern of sales.

Corporate Governance Expert

TL;DR: Standard administrative transaction; disclosure aligns with Section 16 reporting requirements.

The filing properly discloses the relationship (Officer, CFO) and provides the required explanatory note that the sale was to cover tax obligations from RSU settlement previously reported. The clear statement that it was not discretionary supports compliance with insider trading governance standards. No governance red flags are apparent from this single Form 4.

Insider Trade Summary

Net Seller: 8,459 shares

Net Sell 1 txn

Insider Noreck Daniel T

Role Chief Financial Officer

Sold 8,459 shs ($51K)

Type	Security	Shares	Price	Value
Sale	Common Stock	8,459	$5.99	$51K

Holdings After Transaction: Common Stock — 71,519 shares (Direct)

Footnotes (1)

1. F1. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 08/25/2025 - 04:30 PM Learn about SEC filing dates

FAQ

What transaction did TechTarget (TTGT) insider Daniel Noreck report?

The filing reports a disposition of 8,459 shares of TechTarget common stock on 08/22/2025 at $5.99 per share.

Why were the shares sold by the TTGT reporting person?

The sale was a sell-to-cover transaction to satisfy withholding taxes due on restricted stock units that vested; it was not discretionary.

How many TTGT shares does the reporting person own after the sale?

Following the reported transaction the reporting person beneficially owned 71,519 shares of TechTarget common stock.

What is the reporting person's role at TechTarget in this Form 4?

The reporting person is reported as an Officer with the title Chief Financial Officer and is also a Director.

Does the Form 4 indicate any discretionary sale or trading plan?

No; the filing explicitly states the sell-to-cover was to satisfy tax obligations and "does not represent a discretionary transaction by the reporting person."

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^*

Noreck Daniel T

(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 Financial 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		8,459	D	$5.99	71,519	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.