TechTarget Director Issued 750 Shares Under 2024 Incentive Plan

Rhea-AI Filing Summary

TechTarget, Inc. (TTGT) director Michael Sean Griffey reported receipt of 750 shares of common stock on 08/14/2025 as a non-derivative acquisition. The shares were issued under the TechTarget, Inc. 2024 Incentive Plan pursuant to the 2025 Non-Employee Director Compensation Plan and represent meeting fees for the first six months of 2025. The number of shares was calculated by dividing the payable compensation by the Nasdaq closing price of TechTarget common stock on 08/14/2025. After the transaction Griffey beneficially owned 150,008 shares. The transaction was reported on Form 4 and signed by an attorney-in-fact.

Positive

• Equity-based director compensation aligns non-employee director incentives with shareholders by issuing shares under the 2024 Incentive Plan
• Timely and compliant disclosure filed on Form 4 with execution documented by attorney-in-fact

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation issued as stock aligns pay with shareholder interests without indicating unusual insider activity.

The 750-share issuance is a standard non-employee director equity award reflecting meeting fees converted to shares under the company’s incentive plan. This method reduces cash payouts and modestly increases the director’s equity stake to 150,008 shares in total. The filing shows proper use of the 2024 Incentive Plan and timely disclosure via Form 4, with execution documented by an attorney-in-fact.

Securities Analyst

TL;DR: Small equity issuance to a director; transaction size is immaterial to company capitalization and valuation.

The acquisition of 750 shares at an effective price of $6 per share is a minor grant relative to total reported holdings. It represents compensation for director services rather than a market-driven insider purchase or sale. The disclosure is routine and compliant with Section 16 reporting requirements.

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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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^*

Griffey Michael Sean

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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	08/14/2025		A		750(1)	A	$6	150,008	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. These shares were issued under the TechTarget, Inc. 2024 Incentive Plan pursuant to an award as part of the TechTarget, Inc. 2025 Non-Employee Director Compensation Plan and represent applicable meeting fees for the first six months of 2025. The number of shares was determined by dividing compensation payable by the closing price on August 14, 2025 of TechTarget, Inc.'s common stock as reported by Nasdaq.

	/s/ Charles D. Rennick, Attorney-in-Fact	08/15/2025
	** 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 Michael Sean Griffey report on Form 4 for TTGT?

He reported the acquisition of 750 shares of TechTarget common stock on 08/14/2025, increasing his beneficial ownership to 150,008 shares.

Why were the 750 shares issued to the director?

The shares were issued under the TechTarget, Inc. 2024 Incentive Plan pursuant to the 2025 Non-Employee Director Compensation Plan as meeting fees for the first six months of 2025.

What price was used for the share calculation?

The number of shares was determined by dividing compensation payable by TechTarget’s closing Nasdaq price on 08/14/2025 (reported price used was $6 in the Form 4).

Does this Form 4 indicate a sale or purchase in the open market?

No. The Form 4 reports an issuance (A) of shares under the company’s incentive plan as compensation, not an open-market trade.

Who signed the filing and when was it reported?

The Form 4 was signed by Charles D. Rennick, Attorney-in-Fact on 08/15/2025.