Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

TechTarget, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 28, 2026

Dear Informa TechTarget Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of TechTarget, Inc. (the "Annual Meeting"), which will be held at 2:00 p.m., Eastern Daylight Time, on Thursday, June 11, 2026, at our corporate headquarters located at 275 Grove Street, Newton, Massachusetts 02466.

We are using the "Notice and Access" method for providing our proxy materials to you via the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials ("Notice") instead of a paper copy of our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 ("Annual Report"). The Notice contains instructions on how to access both documents and vote online. The Notice also contains instructions on how each stockholder can receive a paper copy of our proxy materials, including this Proxy Statement, our Annual Report, and form of proxy. Using this distribution process conserves natural resources and reduces the costs of printing and distributing our proxy materials.

We hope that you will be able to attend, and participate in, the Annual Meeting. Whether or not you plan to attend, it is important that your shares be represented and voted at the Annual Meeting. As a stockholder of record, you may vote your shares by telephone, over the Internet, or by proxy card, and we hope you will vote as soon as possible.

On behalf of the Board of Directors, we thank you for your continued confidence, support, trust and ongoing interest in Informa TechTarget.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 11, 2026

Notice is hereby given that all stockholders are cordially invited to attend the Annual Meeting of Stockholders of TechTarget, Inc., a Delaware corporation (the "Company"), to be held at 2:00 p.m., Eastern Daylight Time, on Thursday, June 11, 2026 (the "Annual Meeting"), at our corporate headquarters located at 275 Grove Street, Newton, Massachusetts 02466. Stockholders will be asked to consider and act upon the following matters at the Annual Meeting:

Only holders of record of outstanding shares of the Company's common stock at the close of business on April 17, 2026 (the "Record Date") are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

In accordance with the rules of the U.S. Securities and Exchange Commission, we will send a Notice of Internet Availability of Proxy Materials on or about April 29, 2026, and provide access to our proxy materials over the Internet, beginning on April 29, 2026, to the holders of record and beneficial owners of our capital stock as of the close of business on the Record Date.

Only stockholders, and persons holding legal proxies from stockholders, may attend the Annual Meeting. If your shares are registered in your name, you must bring a form of identification to attend the Annual Meeting in person. If your shares are held in the name of a broker, trust, bank, or other nominee, you must bring a legal proxy or letter from that broker, trust, bank, or other nominee that confirms that you are the beneficial owner of those shares.

By Order of the Board of Directors,

/s/ Charles D. Rennick

CHARLES D. RENNICK

Vice President, General Counsel

and Corporate Secretary

Newton, Massachusetts

April 28, 2026

TABLE OF CONTENTS

i

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the "Board") of TechTarget, Inc. (the "Company," "Informa TechTarget," "we," "us," or "our") of proxies to be voted at our 2026 Annual Meeting of Stockholders (the "Annual Meeting"), to be held at 2:00 p.m., Eastern Daylight Time, on Thursday, June 11, 2026, at our corporate headquarters located at 275 Grove Street, Newton, Massachusetts 02466 or at any adjournments or postponements thereof. Stockholders of record of our common stock, $0.001 par value per share, as of the close of business on April 17, 2026 (the "Record Date") will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. As of the Record Date, there were 72,299,443 shares of our common stock issued and outstanding and entitled to vote. Each share of common stock is entitled to one vote on any matter presented at the Annual Meeting. Directions to our headquarters are available at: www.informatechtarget.com/contact-us/.

If proxies in the accompanying form are properly executed and returned, the shares of common stock represented thereby will be voted in the manner specified therein. If not otherwise specified, the shares of common stock represented by the proxies will be voted: (i) FOR each of the nine nominees for director (Proposal No. 1), (ii) FOR the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm (Proposal No. 2); (iii) FOR approval of an advisory (non-binding) resolution to approve the compensation of our named executive officers (Proposal No. 3); and (iv) in the discretion of the person or persons named in the Company's form of proxy, on any other proposals that may properly come before the Annual Meeting or any adjournment or postponements thereof.

Any stockholder of record who has voted or otherwise submitted a proxy may revoke it at any time before it is voted by delivering written notice addressed to our Corporate Secretary (provided we receive your written notice before the Annual Meeting date), by submitting a duly executed proxy bearing a later date (provided we receive the later proxy card before the Annual Meeting date), by voting again over the telephone or the Internet prior to 2:00 p.m., Eastern Daylight Time, on June 11, 2026, or by attending and voting at the Annual Meeting. Mere attendance at the Annual Meeting of the person appointing a proxy does not revoke the appointment.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL

MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2026:

A copy of our Annual Report on Form 10-K (including the audited consolidated financial statements and schedules) for the fiscal year ended December 31, 2025 (the "Form 10-K"), as filed with the U.S. Securities and Exchange Commission, except for exhibits, will be furnished without charge to any stockholder upon written or oral request to: TechTarget, Inc., 275 Grove Street, Newton, Massachusetts 02466 Attention: Corporate Secretary, Telephone: (617) 431-9200. This Proxy Statement and the Form 10-K are also available through the Investor Relations portion of our website at www.informatechtarget.com. We include our website address in this Proxy Statement only as an inactive textual reference and do not intend it to be an active link to our website. The information on our website and the information contained or linked therein or otherwise connected thereto is not a part of or incorporated by reference into this Proxy Statement, regardless of any reference to such website in this Proxy Statement.

This Proxy Statement and the Form 10-K will be available for viewing, printing, and downloading on or about April 29, 2026 at www.edocumentview.com/TTGT.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING PROCEDURES

You may only vote the shares of our common stock owned by you as of the close of business on April 17, 2026, which is the Record Date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. These shares include the following: (i) shares of common stock held directly in your name as the stockholder of record; and (ii) shares of common stock held for you, as the beneficial owner, through a broker, trust, bank, or other nominee.

Many of our stockholders hold their shares through a broker, trust, bank, or other nominee, rather than directly in their own names. As described below, there are some distinctions between shares held of record and those owned beneficially.

Stockholders of Record. If your shares are registered directly in your name with our transfer agent, Computershare, Inc., then you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to grant your voting proxy to the persons specified on the form of proxy or to vote at the Annual Meeting. The persons named in the form of proxy will vote the shares you own in accordance with your instructions on the proxy card you mail in, submit online, or provide by telephone. If you return the proxy card, but do not give any instructions on a particular matter described in this Proxy Statement, the persons named in the proxy card will vote the shares you own in accordance with the recommendations of our Board. Alternatively, you may vote through the Internet or by telephone by following the instructions on the proxy card.

Beneficial Owners. If your shares are held in a brokerage account, by a bank, trust, or other nominee, you are considered the beneficial owner of shares held in street name, and the proxy materials will be supplied to you by your broker, bank, trust, or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank, trust, or other nominee how to vote. You are also invited to attend the Annual Meeting, but since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you receive a legal proxy from your broker, bank, trust, or nominee. Your broker, bank, trust, or other nominee should have supplied a voting instruction card or link to online voting for you to use. If you wish to attend and vote at the Annual Meeting, please mark the box on the voting instruction card received from your broker, bank, trust, or other nominee and return it to the broker, bank, trust, or other nominee so that you receive a legal proxy to present at the Annual Meeting.

You may vote your shares by attending the Annual Meeting, by using the Internet or telephone, or (if you received hard copies of the proxy materials) by completing and returning the form of proxy by mail.

Voting in Person by Attending the Annual Meeting. You may vote shares held directly in your name as the stockholder of record in person at the Annual Meeting. If you choose to vote in person at the Annual Meeting, please bring the proxy card and proof of identification with you. You may vote shares that you beneficially own if you receive and present at the Annual Meeting a proxy from your broker or nominee, together with proof of identification. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the Annual Meeting. For information on how to obtain directions to attend the Annual Meeting and vote in person, please contact our Corporate Secretary at 275 Grove Street, Newton, MA 02466, or call (617) 431-9200, or email [email protected].

Voting Without Attending the Annual Meeting. Whether you hold shares directly as the stockholder of record or as the beneficial owner in street name, you may direct your vote without attending the Annual Meeting. You may also do so by granting a proxy or, for shares held in street name, by submitting voting instructions to your broker or nominee. In most instances, you will be able to do this over the Internet, by telephone, or by mail. Please note that if you received a Notice of Internet Availability of Proxy Materials ("Notice"), then you may not vote your shares by filling out and returning the Notice. You must follow the instructions on the Notice to view materials and vote by using the Internet or telephone, or by requesting hard copy materials and a proxy card. If you choose to vote by proxy, the named proxies will vote your shares according to the directions you provide in the proxy, using the Internet or by telephone. If no directions are provided, except as otherwise indicated in this Proxy Statement, the shares will be voted, as recommended by the Board, FOR the election of nominees in Proposal No. 1, and FOR Proposal No. 2 and Proposal No. 3. Discretionary authority is provided in the proxy as to any matters not specifically referred to in the proxy. Our Board is not aware of any other matters that are likely to be brought before the Annual Meeting. If other matters are properly brought before the Annual Meeting, including a proposal to adjourn or postpone the Annual Meeting to permit the solicitation of additional proxies in the event that one or more proposals have not been approved by a sufficient number of votes at the time of the Annual Meeting, then the persons named in the proxy will vote on such matters in their own discretion. If you are a beneficial owner of common stock, please refer to the voting instruction card included by your broker, bank, trust, or other nominee for applicable voting procedures.

A proxy may be revoked by executing and delivering a later-dated proxy card before the Annual Meeting date, by voting again over the telephone or on the Internet prior to 2:00 p.m., Eastern Daylight Time, on June 11, 2026, by attending the Annual Meeting and voting, or by giving written notice revoking the proxy to our Corporate Secretary before it is exercised. Attendance at the Annual Meeting will not automatically revoke a stockholder's proxy. All written notices of revocation or other communications with respect to revocation of proxies should be addressed to TechTarget, Inc., 275 Grove Street, Newton, Massachusetts 02466, Attention: Corporate Secretary. If you own your shares in street name, then your bank or brokerage firm should provide you with appropriate instructions for changing your vote.

Holders of record of our common stock on April 17, 2026 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. As of the Record Date, 72,299,443 shares of our common stock were issued and outstanding. The presence in person or by proxy of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting.

Each holder of common stock is entitled to one vote at the Annual Meeting on each matter to come before the Annual Meeting, including the election of each director, for each share held by such stockholder as of the Record Date. Votes cast in person at the Annual Meeting or by proxy, Internet vote, or telephone vote will be tabulated by Computershare, Inc., the inspector of election appointed for the Annual Meeting, who will determine whether a quorum is present.

If you hold shares through a broker, bank, trust, or other nominee, generally the broker, bank, trust, or other nominee may, under limited circumstances, vote your shares if you do not return your proxy. Brokerage firms have discretionary authority to vote customers' unvoted shares only on "discretionary" matters. If you do not return a proxy to your brokerage firm to vote your shares, your brokerage firm may, on these certain limited matters, vote your shares. If your representative cannot vote your shares on a particular matter because it does not have discretionary voting authority, this is referred to as a "broker non-vote." We expect that brokers, banks, trusts and other nominees will have discretionary voting authority with respect to Proposal No. 2 (ratifying the appointment of our independent registered public accounting firm). We expect that brokers, banks, trusts and other nominees will not have discretionary voting authority with respect to the other proposals to be voted upon at the Annual Meeting and, without your instruction, will not be able to vote your shares on those proposals. Proxies reflecting broker non-votes (where a broker or nominee does not have discretionary authority to vote on a proposal) will be considered as present for purposes of determining whether a quorum is present, provided there is at least one discretionary matter to be voted on.

With respect to the election of directors (Proposal No. 1), our Amended and Restated By-laws and Corporate Governance Guidelines state that, subject to the terms of the Stockholders Agreement (as defined below), to be elected in an uncontested election where a quorum is present, a director nominee shall be elected if the nominee receives a majority of the votes cast with respect to that nominee's election by the shares present or represented by proxy at the Annual Meeting. If the votes cast "against" a nominee's election exceed the votes cast "for" the nominee's election, the nominee will not be elected to the Board. However, under Delaware law, if a nominee that is an incumbent director is not reelected to the Board, that incumbent director will "hold over" in office as a director until he or she is removed or until his or her successor is elected. Under our Corporate Governance Guidelines, in an uncontested election of directors, each incumbent director nominee must deliver to the Board a resignation that will become effective if such nominee does not receive the required vote and the Board determines to accept such resignation. Under our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee evaluates the resignation and makes a recommendation to the Board on the action to be taken. With respect to Proposal No. 1, you may vote "FOR," "AGAINST," or "ABSTAIN" with respect to each nominee. If the shares you own are held in street name by a bank or brokerage firm, that bank or brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. Abstentions and broker non-votes will not be counted as votes cast and accordingly, will have no effect on the outcome of this proposal.

The appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm will be ratified if we receive the affirmative vote of a majority of the votes properly cast at the Annual Meeting. With respect to Proposal No. 2, you may vote "FOR," "AGAINST," or "ABSTAIN." If the shares you own are held in street name by a bank or brokerage firm, that bank or brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions.

If you do not instruct your bank or brokerage firm how to vote with respect to this proposal, we expect that your bank or brokerage firm will have the authority to vote your shares. If your bank or brokerage firm elects not to vote your shares, it may result in a broker non-vote. Abstentions and broker non-votes will not be counted as votes cast and accordingly, will have no effect on the outcome of this proposal.

The affirmative vote of a majority of the votes properly cast at the Annual Meeting will be required for approval of the advisory (non-binding) resolution to approve the compensation of our named executive officers. With respect to Proposal No. 3, you may vote "FOR," "AGAINST" or "ABSTAIN." Abstentions and broker non-votes will not be counted as votes cast and accordingly, will have no effect on the outcome of this proposal.

This means that your shares are registered differently or are in more than one account. Please provide voting instructions for all of your shares.

Proxy cards, ballots and voting tabulations that identify individual stockholders are submitted, mailed, or returned to us and handled in a manner intended to protect your voting privacy. Your vote will not be disclosed except: (i) as needed to permit us to tabulate and certify the vote; (ii) as required by law; or (iii) in limited circumstances, such as a proxy contest in opposition to a director candidate nominated by the Board. All comments written on the proxy card or elsewhere will be forwarded to management, but your identity will be kept confidential unless you ask that your name be disclosed.

We will publish the voting results on a Current Report on Form 8-K within four business days after the Annual Meeting. You can read or print a copy of that report by going to the Investor Relations portion of our website at www.informatechtarget.com or by going directly to the U.S. Securities and Exchange Commission ("SEC") website at www.sec.gov.

In December 2024, Informa TechTarget (formerly known as Toro CombineCo, Inc.) and TechTarget Holdings, Inc. (formerly known as TechTarget, Inc.) ("Former TechTarget") completed a previously announced merger (the "Transaction"). Following the closing of the Transaction (the "Closing"), 2025 marked our first full operating year as the newly established Informa TechTarget, the results of which are reflected in this Proxy Statement.

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

Our Board of Directors

Our Board has nominated all of our nine current directors - Sally Ashford, Stephen A. Carter, David Flaschen, Sean Griffey, Don Hawk, Patrick Martell, Gary Nugent, Perfecto Sanchez, and Christina Van Houten - for election at the Annual Meeting. Each of Sally Ashford, Stephen A. Carter, David Flaschen, Sean Griffey, Don Hawk, Patrick Martell, Gary Nugent, Perfecto Sanchez, and Christina Van Houten has indicated his or her willingness to serve if elected and has consented to be named in this Proxy Statement. If a nominee should become unable or unwilling to serve, the proxies intend to vote for the replacement selected by the Nominating and Corporate Governance Committee of our Board, who shall be selected in accordance with the requirements of the Stockholders Agreement.

None of our directors are related to any other director or to any of our executive officers. Information about each nominee and our executive officers, including their respective ages and positions, is included below and is current as of April 17, 2026.

Information about the Nominees

Our Board has nominated Sally Ashford, Stephen A. Carter, David Flaschen, Sean Griffey, Don Hawk, Patrick Martell, Gary Nugent, Perfecto Sanchez, and Christina Van Houten, each to serve for a term expiring at our 2027 annual meeting of stockholders and until their successors are duly elected and qualified.

Sally Ashford. Ms. Ashford is the Group Human Resources Director of Informa PLC ("Informa"), which is the controlling and majority shareholder of Informa TechTarget, having joined in June 2021. She has 30 years' experience in human resources with significant expertise in reward, talent and business transformation. In her early career, Ms. Ashford worked in human resources research and consultancy before moving in-house. She spent 15 years at Telefonica in a variety of roles, including European Human Resources Director, Deputy Global Human Resources Director and supervisory board member of Telefonica Deutschland AG. She then joined Royal Mail in 2015 where she was most recently Chief Human Resources Officer. She has worked with teams that have experienced significant business change, including mergers and companies that have grown both organically and inorganically. In addition to her executive role, she also serves as a non-executive director for Helios Towers PLC. Ms. Ashford holds a bachelor's degree in management sciences from the University of Manchester and a master's degree in industrial relations from the University of Warwick. Ms. Ashford brings to the board experience of building people strategies, nurturing talent and fostering positive workplace culture.

Stephen A. Carter. Lord Carter is the Group Chief Executive of Informa, which is the controlling and majority shareholder of Informa TechTarget. He joined Informa in 2010 as a non-executive director before becoming Group Chief Executive in late 2013. Under his leadership, Informa has expanded significantly in reach and scale, geographically (particularly in North America, the Middle East, and Asia) and in the deployment of technology and digital services. Prior to becoming Informa's Group Chief Executive, Lord Carter was President and Managing Director EMEA at Alcatel Lucent Inc., Managing Director and COO of NTL Incorporated (now Virgin Media) and Managing Director then Chief Executive of JWT Travel UK & Ireland. He was the founding CEO of Ofcom and Chief of Strategy and Minister for Telecommunications and Media in the government of Prime Minister, The Right Hon. Gordon Brown. Lord Carter is a non-executive director of Vodafone PLC and is Informa's representative on the Board of PA Media Group Limited, BolognaFiere and Norstella, and Chair of Informa's joint venture with the Principality of Monaco and of the Tahaluf partnership. From 2014 until 2022, he served on the Board of United Utilities Group PLC. He was made a Life Peer in 2008. Lord Carter holds a Law degree from the University of Aberdeen. Lord Carter brings to the Board significant executive and non-executive experience across many different companies and industries, including deep knowledge of the technology industry, digital platforms and solutions and the marketing services industry.

David Flaschen. From July 2015 until June 2024, Mr. Flaschen served as a non-executive director of Informa, which is the controlling and majority shareholder of Informa TechTarget, where he also served as a member of both the Nomination

Committee and Audit Committee. Mr. Flaschen has over 20 years of executive and leadership experience in the information services industry, including positions at Thomson Financial and Dun & Bradstreet. He also has extensive experience in online businesses, having served as a non-executive director at companies such as TripAdvisor, Inc. and BuyerZone.com. Mr. Flaschen was a professional soccer player and a founding member of the North American Soccer League Players Association's Executive Committee. In July 2025, Mr. Flaschen was appointed to the board of directors of Indigo Acquisition Corp., a special purpose acquisition company and in December 2025 he was appointed to the board of directors of Shields Health. Mr. Flaschen served as Chair of the Board of John Nagle Co. from 2021 until May 2025. From 2020 until 2024, he was an Informa nominee on the board of directors of Informa's Curinos business and, from 1999 until 2024, he was a non-executive director and Chair of the Audit Committee at Paychex Inc. He holds a bachelor's degree in psychology from Brown University and an MBA in Entrepreneurial Management from the Wharton School, University of Pennsylvania. Mr. Flaschen brings to the Board extensive executive and non-executive experience of North American and international companies, with particular expertise in information services, data, and marketing services.

M. Sean Griffey. Mr. Griffey was a co-founder and the CEO of Industry Dive, now an Informa TechTarget subsidiary, from January 2020 until December 2024. He has spent the last 20 years working in the digital media, marketing, and demand generation industries, including within the Informa Tech division of Informa. He joined the digital businesses of Informa's Informa Tech division (the "Informa Tech Digital Businesses") in September 2022 when Industry Dive was acquired by the Informa Tech Digital Businesses. Prior to founding Industry Dive, Mr. Griffey served as President for FierceMarkets where he oversaw the launch of more than 25 digital titles and products. He also spent nearly 10 years as a consultant at A.T. Kearney and PricewaterhouseCoopers helping companies achieve their strategic goals and improve performance. In 2015, he was inducted into the Media Industry News Digital Hall of Fame and was awarded the McAllister Top Management Fellowship at the Medill School of Journalism. Additionally, since November 2022 he has served on the board of directors of Omeda, Inc., since September 2021 he has served on the board of directors of Blockworks, since January 2025 he has served on the board of directors of Board.org, and since July 2025 he has served on the board of directors of Life Sciences Connect. Mr. Griffey has a B.S. in Economics from Penn State University and an M.B.A. from Northwestern's Kellogg School of Management. Mr. Griffey brings to the Board his experience with the Informa Tech Digital Businesses and experience in the IT advertising business, which provides the Board with specific knowledge of the Informa Tech Digital Businesses' historical operations and a greater understanding of Informa TechTarget's strategic opportunities.

Don Hawk. Mr. Hawk served as the Executive Director, Product Innovation of Former TechTarget, which became a subsidiary of Informa TechTarget, from January 2012 to June 2025. Prior to that, Mr. Hawk served as Former TechTarget's President from its incorporation in September 1999 to 2012. Prior to co-founding Former TechTarget, he was a Director of New Media Products for the Technology Division of United Communications Group from 1997 to 1999. Prior to joining UCG, Mr. Hawk was the Director of Electronic Business Development for Telecommunications Reports International, Inc., a telecommunications publishing company. Additionally, since 2008 he has served on the board of directors of Farm Journal, Inc. and since October 2025 he has served on the board of directors of Life Science Central. He holds a B.A. and an M.A. from George Washington University. Mr. Hawk brings to the Board his experience at Former TechTarget and his experience in the IT advertising business, which provides the Board with specific knowledge of Former TechTarget's historical operations and a greater understanding of Informa TechTarget's strategic opportunities.

Patrick Martell. Mr. Martell is the Chief Operating Officer of Informa, which is the controlling and majority shareholder of Informa TechTarget, and Chief Executive of Informa Markets, a business division of Informa, since January 2019 and October 2015, respectively. Mr. Martell has served as the Chair of our Board since March 2026. He is an experienced executive and non-executive, previously serving as the Group Chief Executive of St Ives plc, a printing and marketing services company, until November 2014. He also serves as a non-executive director and Audit Committee member of Lloyds Register, having previously served as the Senior Independent Director and Remuneration Committee Chair at RM plc. Mr. Martell completed the INSEAD Advanced Management Program. He brings to the Board extensive international business experience, including in digital transformation, restructuring and growth acceleration.

Gary Nugent. Mr. Nugent has served as the Chief Executive Officer of Informa TechTarget since December 2024. He was the CEO of the Informa Tech Digital Businesses from January 2019 to December 2024 including Informa Tech, LLC, a subsidiary of Informa TechTarget. He has over 25 years of general management, sales, and marketing experience in the Information and Communication Technology (ICT) sector. He joined Informa in 2014 as Commercial Director for the Business Intelligence division. Previously, at Alcatel-Lucent, he was Head of the Managed Services Business and, before that, Head of Marketing. Before joining Alcatel-Lucent, he worked for leading global Information Technology brands such as Oracle, Sun Microsystems, and IBM. Mr. Nugent holds a B.Eng/B.Sc in Information Engineering from the University of Strathclyde. He brings to the Board his many years of experience as a customer of the many products and services that Informa TechTarget offers, his experience in designing and building go-to-market strategies that deliver growth, and his knowledge of Informa.

Perfecto Sanchez. Mr. Sanchez served as a director on the Former TechTarget board of directors (the "Former TechTarget Board") from January 2022 to December 2024. Mr. Sanchez has served as the co-founder and Chief Growth Officer of Equity Quotient ("EQ"), a technology platform that provides access to diversity data and advanced analytics to help companies measure their stakeholder impact, manage risk, and devise growth strategies as part of a broader environmental, social, and governance imperative, since June 2020. He is also the founder and Chief Executive Officer of Keep The Change, a for-purpose marketing consultancy he launched in 2014 and serves on the board of directors of Lifeway Foods, Inc. (Nasdaq: LWAY), a public company, since August 2022. He is currently an advisor to Build in Tulsa, a movement to build the infrastructure for Black multi-generational wealth creation, as well as an Advisor at International Crisis Group. He served as Chief Marketing Officer for Chloe's Soft Serve Fruit Co. from 2016 to 2018 where he helped double their distribution and brand awareness. Prior to that, from 2010 to 2015, he served in senior brand and portfolio strategy roles at The Dannon Company, Inc. (a subsidiary of Danone S.A.) and Kraft Foods, Inc. Mr. Sanchez holds a Bachelor of Math and Science Degree from the United States Military Academy at West Point and is a decorated U.S. Army Veteran with two combat tours to Iraq. He brings to the Board his experience in managing complex projects and budgets, implementing portfolio, growth, and marketing strategies for global brands, and driving innovation and awareness through social impact initiatives.

Christina Van Houten. Ms. Van Houten served as a director on the Former TechTarget Board from August 2019 to December 2024. She has served as the co-founder and Chief Executive Officer of EQ since June 2022. Prior to co-founding EQ with Mr. Sanchez, Ms. Van Houten served in various roles at Mimecast Limited, a global provider of cloud cyber resilience solutions for corporate data and email, including as advisor to the Chief Executive Officer and as Chief Strategy Officer, from April 2018 to May 2022. Prior to joining Mimecast, from 2014 to 2018, Ms. Van Houten was Senior Vice President, Marketing Strategy & Product Management, at Infor Global Solutions, an enterprise software company that provides comprehensive business solutions. She served as Vice President, Industry Solution and Strategy, at Infor, from 2011 to 2014. She was Vice President of Strategy and Solutions at IBM Netezza from 2010 to 2011. Prior to that, from 2005 to 2010, she served in senior roles at Oracle Corporation. Ms. Van Houten holds an MBA from the Booth School of Business at the University of Chicago, and a Bachelor of Arts Degree from Georgetown University. She brings to the Board her experience in marketing strategy and career with some of the world's largest firms, which provides the Board with invaluable business insight and expertise in overall sales and marketing strategies.

Information about Directors and Committee Membership

Board Leadership Structure

Mr. Martell currently serves as the Chairperson of the Board and Mr. Nugent serves as our Chief Executive Officer. The Board believes that it is currently in the best interests of the Company and its stockholders to have the positions of Chairperson and Chief Executive Officer be occupied by separate individuals. The Board believes that maintaining distinct roles for the Chairperson and Chief Executive Officer serves the Company's best interests by leveraging their individual expertise, unique perspectives, and considerable experience serving in senior leadership roles managing complex organizations and processes.

As Chairperson of the Board, Mr. Martell plays a critical role in supporting our Chief Executive Officer by acting as a strategic partner and advisor. Mr. Martell provides guidance and valuable insights based on his experience, helping to navigate

complex challenges and opportunities. Mr. Martell's responsibilities include, among others, (i) managing the functioning of the Board and its committees, presiding over stockholder meetings, and convening special stockholder meetings; (ii) developing the agenda and presiding over all meetings of the Board and executive sessions of the independent directors; (iii) monitoring communications from stockholders and other interested parties; (iv) overseeing and managing potential conflict of interest issues and meeting with any director not adequately performing their duties as a member of the Board or any committee thereof; (v) acting as the principal liaison between management and the non-employee directors, including maintaining frequent contact with the Chief Executive Officer and advising him on the efficacy of the Board meetings; and (vi) facilitating teamwork and communication between the non-employee directors and management, as well as additional ancillary responsibilities.

As Chief Executive Officer, Mr. Nugent is responsible for the general management and operation of the business and guiding and overseeing the Company's executives and senior leaders. Mr. Nugent is also responsible for the implementation and execution of the Company's corporate strategy, developed in collaboration with the Board. Mr. Nugent's in-depth knowledge of the Company's business, industry, and operations also provides him with a strong understanding of the vision and strategic direction of our Company.

Pursuant to the Stockholders Agreement, dated as of December 2, 2024, by and among the Company, Informa and Informa US Holdings Limited ("Informa HoldCo") (the "Stockholders Agreement"), if at any time the Chairperson of the Board is not an independent director, then the Nominating Committing or Informa have the right to nominate an independent director to serve in the capacity as our Lead Independent Director.

Information about Other Executive Officers

Included in the table below is the name, age, and position of each executive officer of the Company, as of April 17, 2026, other than Mr. Nugent, for whom such information is provided above. No executive officer is related to another executive officer or director.

William T. Morelli. Mr. Morelli has served as our President & General Manager - Intelligence & Advisory since December 2024. Prior to that, he served as President for the Omdia research business within Informa Tech from January 2024 until November 2024. Prior to that, he served as the Chief Research Officer for Omdia from January 2021 to December 2023. Mr. Morelli has been with the Company since 2006 starting as a Senior Analyst and then working in a variety of analyst and management positions including Senior Research Director and Research Vice President for the Enterprise Research Segment. He has analyst experience in Telecoms, Internet of Things and Transformative Technologies and he has led analyst teams responsible for AI, Cybersecurity, Enterprise IT, IoT, Data Centers, Cloud, and Enterprise Communications. Mr. Morelli holds a Bachelor of Science Degree from University of Phoenix.

Steven Niemiec. Mr. Niemiec has served as our Chief Revenue Officer since December 2024. Prior to that, he served as Chief Operating Officer and Chief Revenue Officer of Former TechTarget from January 2023 to December 2024, overseeing sales, customer success, and sales operations. Mr. Niemiec began his career with Former TechTarget as an Account Manager and worked his way up to progressively more senior positions at Former TechTarget, including serving as SVP, Global Sales from June 2013 to January 2021 and VP & General Manager from January 2011 to June 2013. Mr. Niemiec holds a Bachelor of Science Degree from Providence College.

Daniel T. Noreck. Mr. Noreck has served as our Chief Financial Officer and Treasurer since December 2024. Prior to that, he served as the Chief Financial Officer and Treasurer of Former TechTarget from December 2016 to December 2024. Since April 2021, he has also served as a director and chair of the audit committee of Capital Properties, Inc., a publicly traded property leasing company in Providence, Rhode Island. From September 2010 to December 2016, he served as Chief Financial Officer and Treasurer of Providence and Worcester Railroad Company, a publicly traded regional short line railroad with operations in Connecticut, Massachusetts, New York, and Rhode Island ("P&W"). Mr. Noreck holds a Bachelor of Science from the University of Massachusetts, Dartmouth and is a CPA and a chartered global management accountant.

Charles D. Rennick. Mr. Rennick has served as our VP, General Counsel, and Corporate Secretary since December 2024. Prior to that, he served as the VP, General Counsel, and Corporate Secretary of Former TechTarget from January 2017 to December 2024. From April 2012 to December 2016, he served in various roles, including as Secretary and General Counsel, at P&W. Prior to that, he worked as legal counsel at various state transportation agencies within the Commonwealth of Massachusetts, including the Massachusetts Department of Transportation from October 2007 to April 2012. Mr. Rennick holds a Bachelor of Arts from the University of Arizona and a JD from New England Law | Boston.

INFORMATION ABOUT CORPORATE GOVERNANCE

Our Board believes that good corporate governance is important to ensure that we are managed for the long-term benefit of our stockholders. This section describes the key corporate governance guidelines and practices that we have adopted, each of which is subject to the terms of the Stockholders Agreement. The charters governing the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, the Code of Business Conduct and Ethics, and our Corporate Governance Guidelines are posted on the corporate governance section of our investor relations website located at investor.informatechtarget.com. Additionally, you may request a copy of these governance documents, without charge, by writing to TechTarget, Inc., 275 Grove Street, Newton, Massachusetts 02466, Attention: Corporate Secretary.

Stockholders Agreement

The Stockholders Agreement provides that, for so long as Informa beneficially owns more than 50% of the outstanding shares of our common stock, to the extent permitted by applicable law, unless otherwise agreed to in writing by Informa HoldCo, we will avail ourself of certain available "Controlled Company" exemptions to the corporate governance listing standards of the Nasdaq Global Select Market (in whole or in part, as requested by Informa HoldCo) that would otherwise require us to, among other things, have a majority of our Board consist of independent directors and an independent compensation committee. Additionally, under the Stockholders Agreement, Informa currently has the right to designate five members of our Board. These provisions, among others, allow Informa to exercise significant control over the Company's corporate governance and corporate decisions. For example, pursuant to the terms of the Stockholders Agreement, Informa has the right to consent to certain material actions by us and our subsidiaries and will continue to have such a right for so long as it maintains certain ownership percentages, including over certain mergers and acquisitions, sales of assets, the incurrence of indebtedness, issuances of securities and the termination of the employment or the appointment of a new Chief Executive Officer. For as long as Informa beneficially owns a majority of the outstanding shares of our common stock, Informa also has control over certain matters submitted to our stockholders for approval, including the election of directors, the adoption of amendments to our amended and restated certificate of incorporation and the approval of certain mergers, consolidations or sales of all or substantially all of our assets.

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines ("Guidelines") to assist in the exercise of its duties and responsibilities and to serve our best interests and those of our stockholders. The Guidelines, which establish a framework for the conduct of the business of the Board, provide, among other things:

These and other matters are described in more detail in the Guidelines themselves and below.

Insider Trading Policy and Prohibitions on Hedging and Pledging

We have adopted an Insider Trading and Public Communication Policy (the "Insider Trading Policy") governing the purchase, sale and/or other dispositions of Informa TechTarget securities by our directors, officers, employees, consultants, and other covered persons. We believe the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Additionally, our Insider Trading Policy restricts hedging and pledging of Informa TechTarget stock. This policy prohibits directors, officers, employees, consultants, and other covered persons from engaging in any of the following types of transactions with respect

to Informa TechTarget stock: short sales, purchases or sales of puts, calls or other derivative securities, and purchases of financial instruments or other transactions that hedge or offset any decrease in the market value of Informa TechTarget stock (including swaps, forwards, options and futures). This policy also prohibits directors, officers, employees, consultants, and other covered persons from pledging Informa TechTarget stock except in certain limited circumstances.

Board Determination of Independence

To assist it in making independence determinations, the Board has adopted independence standards, which include the standards required by Nasdaq for independent directors. Except as otherwise permitted by applicable Nasdaq rules, including pursuant to exceptions afforded to "Controlled Companies" under Nasdaq Rule 5615(a)(7)(B), applicable Nasdaq rules require at least a majority of a listed company's board of directors to be comprised of independent directors. Under applicable Nasdaq rules, a director will only qualify as an "independent director" if they can satisfy certain bright line tests set forth in such rules. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company's Audit, Compensation, and Nominating and Corporate Governance committees be an independent director and, in the case of each member of the audit committee, satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), and, in the case of each member of the compensation committee, satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. The Board must also determine that the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In the course of determining the independence of each non-employee director under applicable Nasdaq rules, our Board, among other things, considers relationships that each non-employee director has with the Company and the annual amount of Informa TechTarget sales to, or purchases from, any company where a non-employee director or their family member serves as an executive officer. The Board considers all the relevant facts and circumstances surrounding such sales or purchases.

Our Board has determined that each of David Flaschen, Christina Van Houten and Perfecto Sanchez, are "independent" as the term is defined by Nasdaq standards and that none of these directors has a relationship that would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director. The Board also determined that Mary McDowell, a former director, was an "independent director" prior to her resignation from the Board effective as of February 27, 2026. Sally Ashford, Stephen A. Carter, M. Sean Griffey, Don Hawk, Patrick Martell and Gary Nugent are not deemed to be independent directors under these rules because Ms. Ashford is the Group Human Resources Director of our affiliate Informa, Mr. Carter is the Group Chief Executive of our affiliate Informa, Mr. Griffey was employed by our Industry Dive subsidiary within the last three years, Mr. Hawk was formerly our Executive Director, Product Innovation, Mr. Martell is the Chief Operating Officer of our affiliate Informa and Chief Executive of Informa Markets, a division of Informa, and Mr. Nugent is our Chief Executive Officer. Other than the payments by the Company reported in the "Director Compensation" section of this Proxy Statement, none of our directors have received, or will receive, any compensation, nor have they entered into any "golden leash" arrangements in connection with their service on our Board.

Controlled Company

Under Nasdaq rules, a "Controlled Company" is defined as a listed company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. For so long as Informa beneficially owns more than 50% of our outstanding shares of common stock, to the extent permitted by applicable law, we have agreed to avail ourselves of available "Controlled Company" exemptions to the corporate governance listing standards of Nasdaq. At any time during which we cease to qualify as a "Controlled Company" under the corporate governance listing standards of Nasdaq, Informa HoldCo will cause the directors designated by Informa HoldCo to include such number of designees who qualify as an "independent director" under applicable Nasdaq corporate governance listing standards to ensure we are in compliance with applicable Nasdaq corporate governance listing standards.

Informa currently controls a majority of the voting power of our outstanding common stock making us a "Controlled Company" as defined in Rule 5615(a)(7)(A) of the Nasdaq rules. Because we qualify as a "Controlled Company," we are not required to have a majority of our Board be comprised of independent directors. Additionally, our Board is not required to have an independent compensation or nominating committee or to have the independent directors exercise the nominating function. Our Board is also not required to have the compensation of our executive officers be determined by a compensation committee comprised of independent directors or a majority of the independent members of our Board. In addition, we are not required to empower the Compensation Committee with the authority to engage the services of any compensation consultants, legal counsel, or other advisors or to have the Compensation Committee assess the independence of compensation consultants, legal counsel, or other advisors that it engages. Our Board, however, has elected to delegate the power and authority described in this paragraph to our Compensation Committee.

In light of our status as a "Controlled Company" and our obligations under the Stockholders Agreement, our Board does not have an independent Compensation Committee or an independent Nominating and Corporate Governance Committee, and a majority of our Board is not comprised of independent directors.

Board Meetings and Attendance

Each director is expected to attend regularly scheduled Board meetings and to participate in special or other Board meetings. During 2025, our Board held seven meetings. Each director attended at least 75% of (i) the total number of meetings of the Board held and (ii) the total number of meetings held by all committees on which he or she served during 2025, with the exception of Mr. Carter, who attended five of the seven Board meetings (approximately 72%).

Director Attendance at Annual Meeting of Stockholders

Our Guidelines provide that directors are encouraged to attend our annual meeting. In 2025, six of the nine directors participated in the annual meeting held on July 24, 2025 either in person or by telephone.

Board Committees

Our Board has established Audit, Compensation, and Nominating and Corporate Governance committees. Each committee operates under a separate charter adopted by our Board. The committee charters are posted on the corporate governance section of our investor relations website located at investor.informatechtarget.com. Our Board has determined that all of the members of the Audit Committee of the Board are independent as defined under applicable Nasdaq listing standards as well as the independence requirements contemplated by Rule 10A-3 under the Exchange Act. In light of our status as a "Controlled Company" and our obligations under the Stockholders Agreement, certain members of our Compensation Committee and Nominating and Corporate Governance Committee are not independent as defined under the applicable Nasdaq listing standards and, in the case of the Compensation Committee, the additional independence requirements set forth in Rule 10C-1 of the Exchange Act.

Audit Committee. Our Audit Committee is comprised of Christina Van Houten, the Chair of the Audit Committee, David Flaschen, and Perfecto Sanchez. Ms. Van Houten serves as our "audit committee financial expert." The Audit Committee's responsibilities, as set forth in its Charter, include:

In accordance with its charter and subject to applicable law, the Audit Committee may establish and delegate authority to one or more subcommittees consisting of one or more of its members, when the Audit Committee deems it appropriate to do so in order to carry out its responsibilities.

Compensation Committee. Our Compensation Committee is comprised of David Flaschen, the Chair of the Compensation Committee, Sally Ashford, Stephen A. Carter, and Christina Van Houten. The Compensation Committee's responsibilities include:

In accordance with its charter and subject to applicable law and the Stockholders Agreement, the Compensation Committee may establish and delegate authority to one or more subcommittees consisting of one or more of its members, when the Compensation Committee deems it appropriate to do so in order to carry out its responsibilities. The processes and procedures followed by our Compensation Committee in considering and determining executive and director compensation are described below under the headings "Executive Compensation" and "Director Compensation."

Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee is comprised of Sally Ashford, the Chair of the Nominating and Corporate Governance Committee, Perfecto Sanchez, and Christina Van Houten. The Nominating and Corporate Governance Committee is authorized to nominate for election at any annual or special meeting of stockholders held for the election of directors, the persons who will occupy the Board seats not occupied by "Ivory Directors" (as defined in the Stockholders Agreement) and in the event of a vacancy on the Board caused by the death, resignation, retirement, disqualification, removal from office, or other cause of any director who was not an Ivory Director (a "Non-Ivory Director"), to fill such vacancy in accordance with applicable law, subject to the Stockholders Agreement. The Nominating and Corporate Governance Committee's responsibilities include:

The processes and procedures followed by our Nominating and Corporate Governance Committee in identifying and evaluating Non-Ivory Director candidates are described below under the heading "Non-Ivory Director Nomination Process."

Non-Ivory Director Nomination Process

The process followed by the Nominating and Corporate Governance Committee to identify and evaluate Non-Ivory Director candidates includes meeting, from time to time, to evaluate biographical information and background material relating to potential candidates, interviewing selected candidates, and recommending prospective candidates for the Board's consideration and review. Generally, the Nominating and Corporate Governance Committee identifies Non-Ivory Director candidates through the personal, business, and organizational contacts of directors and management.

In evaluating prospective Non-Ivory Director candidates, the Nominating and Corporate Governance Committee may consider all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the prospective Non-Ivory Director candidate, his or her depth and breadth of business experience or other background characteristics, his or her independence, and the needs of our Board. Certain criteria are set forth in our Corporate Governance Guidelines and include the candidate's integrity, business acumen, knowledge of the Company's business and industry, and experience. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria, although it does consider the following minimum qualifications:

The Board may also consider other qualities such as an understanding of, or experience in, online media, finance, and/or marketing as well as leadership experience within public companies. Our Board believes that the backgrounds and qualifications of its Non-Ivory Directors, considered as a group, provide a composite mix of experience, knowledge, and abilities that allows our Board to fulfill its responsibilities. The Board believes that varied perspectives with respect to viewpoint, skills, and experience is an important factor in Board composition. Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential Non-Ivory Director candidates by submitting their names, together with appropriate biographical information and background materials, and a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the date such recommendation is made, to TechTarget, Inc., 275 Grove Street, Newton, Massachusetts 02466, Attn: Corporate Secretary. Assuming that appropriate biographical and background material has been provided in a timely manner, the Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for Non-Ivory Director candidates submitted by others. If the Board determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in the Company's proxy statement for the next annual meeting assuming the nominee consents to such inclusion.

Communications with Directors

Our Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if, and as, appropriate. The Chairperson of the Board is primarily responsible for monitoring and responding to communications from stockholders and other interested parties and for providing copies to our other directors or to the individual director so designated on a periodic basis, as she considers appropriate. Unless any communication is marked confidential and is addressed to a particular Board member, the Chairperson of the Board, prior to forwarding any correspondence, will review such correspondence and, in her discretion, will not forward items if they are deemed to be of a commercial, irrelevant, or frivolous nature or otherwise inappropriate for consideration by our Board. Interested parties may send written communications to our Board at the following address: TechTarget, Inc., 275 Grove Street, Newton, Massachusetts 02466, Attention: Chairperson of the Board, or to the attention of an individual director.

The Board's Role in Risk Oversight

While management is responsible for designing and implementing the Company's overall risk management process, including controls and administration, the Board and its committees are primarily responsible for oversight of the Company's risk management. As such, the Board considers and discusses with management current and emerging risks and other issues that may present particular risks to the Company in the short-term, intermediate-term, or long-term. These risks include those involving acquisitions, competition, customer demands, economic conditions, planning, strategy, finance, sales and marketing, products, information technology and cybersecurity, facilities and operations, and legal and regulatory compliance issues. Management periodically reports to the Board and its committees on these risks, including with the assistance of outside advisors as appropriate. Additionally, the Board relies on the Audit Committee to regularly review certain risks that may be material to the Company, including issues related to financial risks and exposures, particularly financial reporting, tax, accounting, financial disclosures, internal control over financial reporting, financial policies, investment guidelines, and credit and liquidity matters and as otherwise disclosed in the Company's quarterly and annual reports filed with the SEC. In terms of cybersecurity oversight, in particular, our Audit Committee receives reports on the results of independent testing of aspects of the operations of our cybersecurity program and the supporting control framework. Additionally, our management Risk Committee evaluates various risks that may impact the Company including

risks relating to privacy, security, and compliance. The Board believes that this approach provides appropriate checks and balances against undue risk taking. We believe that our leadership structure supports the risk oversight function of the Board. Moreover, having our Chief Executive Officer serve on the Board facilitates open communication between the Company's management team and directors relating to risk and helps ensure that these risks are appropriately assessed, managed, and mitigated.

Compensation Risks. The Company relies on the Compensation Committee to evaluate the Company's compensation programs to ensure that they do not create undue risk-taking in attempting to achieve Company goals. We design our compensation programs with features to address potential risks while rewarding employees for achieving long-term financial and strategic objectives through sensible business judgment. Additionally, our Compensation Committee reviews management's evaluation of our compensation policies and practices, as well as management's assessment of whether these policies and practices encourage risk-taking that could have a material adverse effect on the Company. While there are inherent risks in certain aspects of the business, including regarding revenue recognition and the pricing and processing of orders, the Company has implemented various processes and controls regarding pricing, revenue recognition, accounts receivable, order processing, and expenses, including independent reviews of the various components of revenue and expense and a team of contract management specialists, that help on seeking to ensure that processes and controls are followed. Additionally, our independent registered public accounting firm reviews the interim financial statements, including in our quarterly reports, and audits our financial statements, which we believe provides further assurances regarding the financial metrics underlying our compensation practices.

Code of Business Conduct and Ethics

We have adopted a written Code of Business Conduct and Ethics ("Code") that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. We have posted the Code on the corporate governance section of our investor relations website located at investor.informatechtarget.com. In addition, we will disclose on our website any amendments to, or waivers granted to, any director or executive officer from, any provision of the Code.

The Stockholders Agreement also contains certain provisions that address potential conflicts of interest affecting our directors and officers (including the Company's subsidiaries) who also serve from time to time as directors, officers, or employees of Informa or its subsidiaries (other than the Company) ("Informa Group Associates"). The Company's Related Party Transactions Policy, adopted in accordance with the Stockholders Agreement, governs certain transactions between the Company (including the Company's subsidiaries), on the one hand, and Informa or any of its subsidiaries (other than the Company and its subsidiaries) or (solely in their capacity as such) any Informa Group Associate or other "associate" of Informa or its subsidiaries, on the other hand ("Informa Related Party Transactions"). To the extent any provision of the Code is inconsistent with the Stockholders Agreement or the Related Party Transactions Policy, the Stockholders Agreement or the Related Party Transactions Policy, as applicable, governs.

Human Capital

We strive to attract and retain exceptional candidates and help to support their career growth once they become employees. Once hired, we ensure that employees are rewarded, recognized, and engaged based on their contributions. We also emphasize employee internal mobility opportunities through our performance evaluation and career development efforts to drive professional development. Our goal is a long-term, upward-bound career at Informa TechTarget for every employee, which we believe will assist our retention efforts. We are also dedicated to fostering a collaborative culture among our workforce, creating an environment that is safe, respectful, and fair.

DIRECTOR COMPENSATION

In December 2024, the Board approved the 2025 Non-Employee Director Compensation Plan (the "NED Plan").

All non-employee directors, excluding our Chairperson, received the following compensation in 2025: (i) a base annual retainer of $20,000; (ii) a fee of $1,500 for attendance at each Board meeting; and (iii) a fee of $1,000 for attendance at each Committee meeting. On July 24, 2025, the date of our 2025 Annual Meeting of Stockholders, non-employee directors, excluding our Chairperson, received an annual grant of a stock option to purchase, at the fair market value on the date of grant, 5,000 shares of our common stock, which options are exercisable on the first anniversary of the date of grant. New non-employee directors will receive an initial grant of a stock option to purchase 2,500 shares of our common stock upon the commencement of service with the Company and must serve on the Board for at least six months to be eligible to receive the annual grant of options to purchase 5,000 shares of common stock. In December 2024, Mary McDowell, the former Chairperson of our Board, received an annual equity award of 7,569 in restricted stock units ("RSUs") that vested in full on the first anniversary of the grant date and 50% of a $100,000 annual cash retainer, with the remaining 50% of the annual cash retainer paid in August 2025.

Under the NED Plan, each non-employee director, excluding our Chairperson, serving as a member of a committee will receive, on an annual basis, the following retainer amounts for committee service: each member of the Audit Committee: $5,000; each member of the Compensation Committee: $2,500; and each member of the Nominating and Corporate Governance Committee: $2,500. Each committee chairperson receives the following annual retainers: Chair of the Audit Committee: $10,000; Chair of the Compensation Committee: $5,000; and Chair of the Nominating and Corporate Governance Committee: $5,000. Directors are also reimbursed for any actual out-of-pocket expenses incurred in attending any meetings.

The Company's compensation policy is to pay non-employee directors their retainers in advance in December for the next fiscal year and to pay meeting fees in arrears in August for the period from January to July and in December for the period from August to December. Non-employee directors are entitled to retain their retainers if they cease to be a non-employee director or serve on a committee or as a committee chair. Similarly, our Chairperson is entitled to retain the cash portion of their retainer if they cease to be a non-employee Chair of the Board. In accordance with the terms of the NED Plan, which is reviewed and approved annually by the Compensation Committee, non-employee directors, excluding our Chairperson, receive RSUs as payment for their retainers and meeting attendance fees under our 2024 Incentive Plan. These RSUs are valued at the fair market value on the date of grant and are fully vested upon grant. Our Chairperson receives an annual equity award retainer in the form of RSUs that vests in full on the first anniversary of the grant date.

In December 2025, the Board approved the 2026 Non-Employee Director Compensation Plan (the "2026 NED Plan"). The 2026 NED Plan follows the same structure as the prior year NED Plan. However, the Board approved payment of a $1,000 fee to any director designated to serve on an ad hoc Related Party Transaction Committee (an "RPT Committee"), for attendance at each RPT Committee meeting that is convened in accordance with the Stockholders Agreement.

Fiscal 2025 Director Compensation

The following table details the compensation for 2025 of our non-employee directors:

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our executive compensation philosophy, objectives, program and

process, as well as the compensation paid to our named executive officers in 2025. Our named executive officers for 2025 were:

* Ms. Kitchens ceased serving as our President - Informa TechTarget & General Manager - Brand to Demand and departed as an employee of Informa TechTarget effective as of July 31, 2025.

** Mr. Hawk ceased serving as our Executive Director, Product Innovation and departed as an employee of Informa TechTarget effective as of June 2, 2025.

Overview and Compensation Philosophy. The primary objectives of our Compensation Committee and our Board with respect to executive compensation are to continue to attract, retain, and motivate high-performing executives, align executive incentives to support both immediate corporate goals and long-term strategic objectives, and motivate and reward above-expected performance by linking executive compensation to business objective achievement. A higher portion of total executive compensation is weighted towards variable pay elements, such as short-term and long-term incentives that are linked to performance-based objectives to better align our executive compensation incentives with the long-term interests of our stockholders.

Compensation Committee. The Compensation Committee's responsibilities include regular meetings throughout the year to manage and evaluate the executive compensation program, determining the main components of compensation for executive officers, including base salary, equity, and cash performance incentives. These decisions are typically made during scheduled meetings but may also occur at other times to address hiring determinations, internal promotions, or other special circumstances. The Compensation Committee's decisions may be subject to final approval by the Board. The Compensation Committee may also invite other employees, outside advisors, consultants, or experts to participate in meetings and request presentations or background information from these individuals as appropriate. The Compensation Committee reviews and approves compensation for our executive officers with input from our CEO. Our CEO works closely with the Compensation Committee in managing the executive compensation program and attends some committee meetings, however, our CEO does not participate in determining his own compensation and is not present during discussions or decisions regarding his compensation.

Elements of Executive Compensation. Our executive compensation consists of the following elements: (i) base salary; (ii) annual and long-term target bonuses; (iii) participation in our employee benefit plans; (iv) the right to receive equity awards as determined by our Compensation Committee; and (v) retention bonuses for certain executives. The Compensation Committee views each element of compensation as related but distinct. While the Compensation Committee reviews total compensation, it does not believe that significant compensation derived from one element should necessarily negate or reduce compensation from other elements. The Compensation Committee assesses the appropriate level for each compensation element based on internal fairness, consistency, and other relevant considerations, such as executive compensation levels at other companies with which the Company competes. For 2025, the overall mix of executive compensation included a balance of cash and non-cash compensation, taking into account existing long-term equity awards.

Base Salary. Base salaries recognize the experience, skills, knowledge, and responsibilities required of all employees, including our executive officers. For executive officers, initial base salaries are typically established in the offer letter at the outset of employment. The Company sets base salary compensation at levels designed to retain, motivate, and, when necessary, attract individuals in a competitive environment, ensuring that executive officers contribute to the Company's overall business goals and success. The Compensation Committee considers base salary compensation offered by companies identified as competitors, as well as other comparable private and public companies with which the Company competes for executive talent. Additionally, the Compensation Committee periodically evaluates each executive's cash and equity compensation levels, most recently in 2025, to determine if adjustments are necessary. In September 2025, the Compensation Committee approved the following base salaries for Mr. Morelli, Mr. Noreck, Mr. Niemiec, and Mr. Rennick, respectively: $304,500, $330,000, $400,000, and $258,500. For Mr. Noreck and Mr. Rennick, the new base salaries reflected a 10% increase to their 2024 base salaries ($300,000 and $235,000, respectively) and was applied retroactively to January 1, 2025. Under Ms. Kitchen's and Mr. Hawk's employment agreements, they were entitled to a base salary of $400,000 and $480,000, respectively.

Retention Awards. Following discussions earlier in 2025 regarding retention strategies for key executives, in September

2025, the Compensation Committee approved retention awards for Mr. Niemiec, Mr. Noreck, and Mr. Rennick taking into consideration their ongoing strategic contributions and alignment of overall executive incentive compensation. Mr. Niemiec was awarded a $400,000 cash retention bonus with 50% that was paid in March 2026 and 50% payable in March 2027, Mr. Noreck was awarded a $330,000 one-year cash retention bonus that was paid in March 2026, and Mr. Rennick was awarded a $129,250 one-year cash retention bonus that was paid in March 2026.

Short-Term Incentive Plan

Plan Performance Metrics and Individual Goals. The Compensation Committee designed the 2025 Short-Term Incentive Plan (the "2025 Bonus Plan") in a manner that it believed would focus and motivate our management to achieve key company financial and strategic objectives and reward senior leaders and executive officers for achievement of these measures of operating performance. In September 2025, the Compensation Committee approved the 2025 Bonus Plan performance metrics. The Compensation Committee concluded that "Revenue" (as defined by Generally Accepted Accounting Principles ("GAAP")) and Operating Profit, a non-GAAP financial measure calculated based on profit generated excluding certain non-operating items (such as net interest, income taxes, amortization of acquired intangibles, asset and goodwill impairments, and merger, acquisition, or restructuring costs), were the appropriate measurements of our performance with respect to the 2025 Bonus Plan.

The Compensation Committee established the relevant Revenue and Operating Profit targets used in the 2025 Bonus Plan by taking into consideration the performance of Informa TechTarget, the 2025 budget, as well as projected revenue and operating profit. After the Compensation Committee established the 2025 Bonus Plan performance targets, it assigned a target bonus amount to each executive officer (other than Mr. Nugent) based on a recommendation from Mr. Nugent, as well as the various factors noted above, including consideration of the annual budget and our strategic and financial goals of improving our product offerings, deepening customer relationships, and strengthening our market position. Mr. Nugent's target bonus amount was determined by the Compensation Committee based on the same factors noted above without input from Mr. Nugent. The Compensation Committee approved the following target bonus amounts for Mr. Nugent, Mr. Noreck, Mr. Niemiec, Mr. Morelli, Mr. Rennick, Ms. Kitchens, and Mr. Hawk for 2025: $562,500, $330,000, $400,000, $152,250, $129,250, $0 and $0, respectively. Bonuses under the 2025 Bonus Plan are based 80% on attainment of the Revenue target and 20% on attainment of the Operating Profit target, with a minimum 97% achievement threshold required for payout under the 2025 Bonus Plan. Bonus calculations follow a tiered structure, with potential for additional rewards above 100% target achievement. For each additional 1% above the 100% Revenue target, an additional bonus of 10% would be awarded to the executive, with the Revenue component capped at up to 300% payout for all executive officers on this metric, with the exception of Mr. Nugent whose Revenue component cap is 150%. For each additional 1% above the 100% Operating Profit target, an additional bonus of 10% would be awarded to the executive, with the Operating Profit component capped at 150% payout on this metric. The 2025 Bonus Plan allows for adjustments based on individual performance and discretionary bonuses.

2025 Bonus Plan Operation. In order for the executive officers to earn a bonus under the 2025 Bonus Plan, the Company must have achieved the minimum threshold of 97% of the Revenue target (or $520 million) or 97% of the Operating Profit target (or $85.7 million). For instance, if 100% of the targeted bonus for the Revenue component is earned and 20% of the targeted bonus for the Operating Profit component is earned, the total bonus payment to the executive officer would equal 84% ((80% x 100%) + (20% x 20%)) of the executive officer's target bonus amount. Generally, for every .5% increase above the applicable performance target, an executive officer could receive an additional 10% to 20% of their bonus payment.

2025 Plan Performance. In 2025, our Revenue and Operating Profit results measured at the end of the fiscal year against their respective targets, were approximately 91% and 51% respectively, which resulted in our named executive officers receiving no payments under the 2025 Bonus Plan:

Equity Incentive Compensation and Other Benefits

Former TechTarget granted RSUs to attract, motivate, and retain employees, and align their reward to stockholder value creation. Executive officers and key employees received RSU grants under Former TechTarget equity plans, with awards typically vesting in equal annual tranches over three years. The Former TechTarget Compensation Committee approved all grants considering business performance, individual performance and potential, relative award values, and outstanding equity. The Former TechTarget Compensation Committee also reviewed recommendations from the Former CEO and Former Executive Chairman, along with external benchmarking data. Similarly, the current Compensation Committee evaluates equity awards under the 2024 Incentive Plan for attracting, motivating, and retaining executive officers and key employees through time-based long-term incentives granted at hire, annually, and/or occasionally outside regular grant cycles.

Equity Grants. In September 2025, the Compensation Committee granted Mr. Nugent 102,497 RSUs, Mr. Noreck 48,105 RSUs, Mr. Niemiec 58,310 RSUs, Mr. Morelli 33,291 RSUs, and Mr. Rennick 28,262 RSUs. These grants vest with respect to one-third of the shares subject to such award per year over three years. The grants were made in recognition of their performance and contributions to Informa TechTarget as well as their expected future contributions to Informa TechTarget. Each of the named executive officers as well as other senior leaders may be eligible for equity awards granted annually by our Compensation Committee and/or occasionally outside of any regular grant cycle based on their expected future contributions, performance, and strategic impact, with awards designed to align their interests with the interests of our stockholders.

Employee Benefit Plans. We provide medical, dental and vision insurance, 401(k) plan contributions, life and disability insurance and other broadly available benefit plans to our employees. U.S. employees, including our executive officers, are entitled to certain employee benefits, including: medical, dental, and vision care plans; supplemental vision care plan; flexible spending and health savings accounts for healthcare and dependent care; pre-tax transportation account; life, accidental death and dismemberment, and disability insurance; and a 401(k) plan with pre-tax and Roth options. Under our 401(k) plan, the Company could provide a discretionary matching contribution to all employees after they meet all eligibility requirements. During 2025, the Company matched fifty cents of each dollar of compensation contributed by the participant up to a maximum of $3,000 per year, and such employer contributions vest over a four-year period commencing on the employee's hire date. Effective January 1, 2026, the Company matched 50% of each employee's deferral contributions up to a maximum of 6% of their eligible compensation and the employer contributions now vest over a three-year period commencing on the employee's hire date.

Financial Planning, Tax Preparation, and Estate Planning. In 2025, benefits for certain of our named executive officers included making arrangements with a financial counseling firm to provide our executive officers with certain financial, estate and tax planning, and tax preparation services. If a named executive officer elected to participate in this program, Informa TechTarget paid the annual retainer and any fees incurred for the financial counseling firm's services to the executive officer during the year.

Advisory Vote on Executive Compensation. Stockholders are provided with the opportunity to cast an annual advisory vote on executive compensation, the results of which are taken into consideration by the Compensation Committee. The Compensation Committee will consider the outcome of future say-on-pay votes and stockholder feedback in its design and implementation of our executive compensation program. At our 2025 Annual Meeting of Stockholders held on July 24, 2025, approximately 92.5% of the votes cast approved of our executive compensation program on an advisory basis.

Employment Agreements. The Company has entered into employment agreements with Mr. Noreck and Mr. Niemiec and letter arrangements with Mr. Morelli and Mr. Rennick (the "Employment Agreements") which generally provide for certain benefits while employed at Informa TechTarget, including base salary, an annual target bonus, participation in employee benefit plans, and the right to receive equity awards as determined by our Compensation Committee. The Employment Agreements for Mr. Noreck and Mr. Niemiec have a renewable one-year term and also provide for the payment of severance benefits upon the expiration of the term or upon a termination of employment. Mr. Morelli and Mr. Rennick are employed at will and their Employment Agreements contain certain notice provisions and, in the case of Mr. Morelli, the payment of notice pay should he, or the Company, elect to terminate employment under certain conditions. The Employment Agreement for Mr. Hawk provided for a six-month employment term and also provided for certain severance benefits upon the expiration of the term or upon earlier termination of employment. Mr. Hawk ceased serving as our Executive Director, Product Innovation and departed as an employee of Informa TechTarget effective as of June 2, 2025. In connection with his departure, Mr. Hawk was entitled to receive the severance benefits specified in his Employment Agreement as described below in "Employment Agreements and Potential Payments Upon Termination or Change of Control - Severance Benefits of Mr. Hawk." The Employment Agreement for Ms. Kitchens provided for a renewable one-year term and also provided for the payment of severance benefits upon the expiration of the term or upon a termination of employment. Ms. Kitchens ceased serving as our President - Informa TechTarget & General Manager - Brand to Demand and departed as an employee of Informa TechTarget effective as of July 31, 2025. In connection with her departure, Ms. Kitchens was entitled to receive the severance benefits specified in her Employment Agreement as described below in "Employment Agreements and Potential Payments Upon Termination or Change of Control - Severance Benefits of Ms. Kitchens." Additionally, the Employment Agreements or the applicable restricted stock unit award agreements and associated equity plans describe the treatment of equity in the event of a termination of employment under certain circumstances or a change in control. The Employment Agreements are described in more detail below under the heading "Employment Agreements and Potential Payments Upon Termination or Change in Control."

Informa TechTarget entered into a secondment agreement with Informa Support Services, Inc. ("ISSI") (the "Secondment Agreement"), which governs the provision of Mr. Nugent's services as our Chief Executive Officer until such time as the Secondment Agreement is terminated (the "Secondment Period"). During the Secondment Period, Mr. Nugent is and will continue to be an employee of ISSI, and ISSI will pay Mr. Nugent's salary and bonus and provide or make available the insurance, pension, and other benefits to which he is entitled under his employment agreement with ISSI. However, Informa TechTarget is solely responsible for determining Mr. Nugent's compensation (other than equity compensation with respect to Informa) during the Secondment Period, including with respect to the amount of any annual bonus amount payable to him, including the bonus payable under the 2025 Bonus Plan, and may grant Mr. Nugent Informa TechTarget equity awards in accordance with its normal reward cycle, such as the RSU award granted to Mr. Nugent in September 2025.

Informa awarded Mr. Nugent 52,259 shares of Informa stock under the Informa 2025 Long-Term Incentive Plan on August 1, 2025 with a grant date fair value of $593,449 (or, 449,992 GBP) subject to the achievement of certain Informa performance conditions and Mr. Morelli 14,145 shares of Informa restricted stock on August 1, 2025 with a grant date fair value of $160,629 (or, 121,800 GBP). Mr. Nugent's Informa share award, subject to the achievement of certain Informa performance conditions, vests on April 14, 2028, and Mr. Morelli's Informa share award vests on April 14, 2027. No other named executive officers received equity awards from Informa in 2025. During 2025, Mr. Nugent participated in Informa's ShareMatch Plan and US Employee Stock Purchase Plan (collectively, the "Informa Plans"), acquiring approximately 4,116 shares of Informa stock.

Tax Considerations. Section 162(m) of the Internal Revenue Code of 1986, as amended, (the "Internal Revenue Code") generally disallows a tax deduction to public companies for compensation in excess of $1 million paid in any one year to each of certain of the Company's current and former executive officers. For taxable years beginning after December 31, 2017, all compensation in excess of $1 million paid in any one year to each of the specified officers that is not covered by applicable rules will not be deductible by us. While our Compensation Committee takes the deductibility limitations of Section 162(m) into account in its compensation decisions, it may authorize compensation payments that are subject to the deduction limitation when it believes that such payments are appropriate to attract and retain executive talent.

Benchmarking of Compensation and Equity. The Compensation Committee believes that using peer company compensation information in its executive compensation determinations can be a meaningful factor in determining cash and equity compensation. The Compensation Committee also appreciates that reviewing such external data is not always relevant and, therefore, the Compensation Committee also relies on other factors, including the Compensation Committee's own substantial business and industry experience, in setting executive compensation. In 2025, the Compensation Committee determined that the Company's peer group included the following public companies: Ziff Davis, ZoomInfo Technologies, LiveRamp, DoubleVerify, Magnite, Integral Ad Science Holding, Forrester Research, Emerald Holding, SEMrush Holdings, Comscore, Cardlytics, Hackett Group, PubMatic, Fluent, and ON24. Management provided the Compensation Committee with compensation data about these peers compiled from publicly available information. With regard to the Company's CEO and CFO, both of these roles are generally consistent from company to company, therefore,

the Compensation Committee is able to compare the compensation of these positions based on public company filings and certain private company data for companies with similar financial and operational characteristics, including market capitalization (where applicable), revenue, profitability, headcount, industry, and geography. Additionally, for the other executive officers whose positions are more distinct and may not be as readily benchmarked by title, compensation information was compared against analogous positions in other public and private companies in the industry with similar financial and operational characteristics by function and responsibilities. The Compensation Committee took this information into consideration when evaluating compensation of its executive officers in 2025. Additionally, the Compensation Committee considered factors that contributed to the executive's value to the Company, such as length of service, area of responsibility, and specific skills. Based on the Compensation Committee's review of the compensation data available regarding the executives in its peer group among the other factors listed above, the Compensation Committee increased the base salary for Mr. Noreck and Mr. Rennick by 10%, from $300,000 to $330,000 and from $235,000 to $258,500, respectively, and set the target bonuses for all of the named executive officers under the 2025 Bonus Plan. The Compensation Committee has not retained a compensation consultant for purposes of advising on executive compensation.

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table sets forth the compensation paid or earned for 2025, 2024, and 2023 for our named executive officers.

Grants of Plan-Based Awards For 2025

The following table sets forth grants of plan-based awards made during 2025 to our named executive officers. The non-equity incentive plan awards were granted under our 2025 Bonus Plan, as described in greater detail in "Compensation Discussion and Analysis - Short-Term Incentive Plan" above. The equity incentive plan awards were granted under our 2024 Incentive Plan. The vesting schedule for the awards is set forth below in the table "Outstanding Equity Awards at Fiscal Year-End for 2025" below.

Non-Equity Incentive Plans

We describe the material terms of our 2025 Bonus Plan in the Compensation Discussion and Analysis section of this Proxy Statement.

Equity Compensation Plans

2017 Stock Option and Incentive Plan. On March 10, 2017, upon recommendation by the Former TechTarget Compensation Committee, the Former TechTarget Board adopted the 2017 Stock Option and Incentive Plan and it was approved by Former TechTarget's stockholders and became effective on June 16, 2017. On June 8, 2021, Former TechTarget's stockholders approved an amendment to the 2017 Stock Option and Incentive Plan increasing the number shares of common stock authorized for issuance thereunder from 3,000,000 to 6,800,000. The 2017 Stock Option and Incentive Plan,

as amended (the "2017 Plan"), permitted Former TechTarget to make grants of incentive stock options, nonstatutory stock options, director options, stock appreciation rights, restricted stock awards, restricted stock units, other stock-based or cash-based awards, and performance awards to employees, officers, directors, consultants, and advisors. The 2017 Plan was administered by the Former TechTarget Compensation Committee. At Closing, the Company assumed the 2017 Plan solely for purposes of governing and administering any unvested Former TechTarget employee RSUs that were converted into an award of RSUs with respect to shares of Informa TechTarget's common stock. No further equity grants may be made under the 2017 Plan.

2022 Employee Stock Purchase Plan. On April 8, 2022, the Former TechTarget Board adopted the 2022 Employee Stock Purchase Plan (the "2022 ESPP") upon recommendation of the Former TechTarget Compensation Committee and it was approved by the Former TechTarget stockholders and became effective on June 7, 2022. The 2022 ESPP permitted eligible employees to purchase shares of Former TechTarget common stock at a discount during consecutive six-month plan periods. The Former TechTarget Board, the Former TechTarget Compensation Committee, or its delegate determined the purchase price of the shares in a given plan period, including whether such purchase price will be determined based on the lesser of the closing price of Former TechTarget's common stock on the first business day of the plan period and the last business day of the plan period, or will be based solely on the closing price of Former TechTarget's common stock on the last day of the plan period; provided, however, that such purchase price shall be at least 85% of the applicable closing price in the case of a Section 423 offering under the Internal Revenue Code. Employee contributions were made through payroll deductions or other contributions, subject to a minimum permitted percentage of 1% and a maximum permitted percentage of 15%. The 2022 ESPP was terminated upon Closing.

2024 Incentive Plan. On November 26, 2024, Former TechTarget held a special meeting of stockholders (the "Special Meeting"), during which the stockholders of Former TechTarget voted to approve the Informa TechTarget 2024 Incentive Plan (the "2024 Incentive Plan"). The Former TechTarget Board previously approved the adoption of the 2024 Incentive Plan by our Board, subject to Former TechTarget stockholder approval and the Closing. The 2024 Incentive Plan provides for the award of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash awards by Informa TechTarget. Employees, directors, officers, advisors or consultants of Informa TechTarget, its present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code or any other business venture (including, without limitation, joint venture or limited liability company) in which Informa TechTarget has a controlling interest, as determined by our Board (each such entity, a "Covered Entity") are eligible to participate in the 2024 Incentive Plan, as are prospective employees, directors, officers, consultants or advisors of any Covered Entity who have agreed to serve a Covered Entity in those capacities. 6,366,171 shares of Informa TechTarget common stock are issuable under the 2024 Incentive Plan.

2024 Employee Stock Purchase Plan. At the Special Meeting, our stockholders voted to approve the Informa TechTarget 2024 Employee Stock Purchase Plan (the "2024 ESPP"). The Former TechTarget Board previously approved the adoption of the 2024 ESPP by our Board, subject to Former TechTarget stockholder approval and the Closing. A total of 1,400,000 shares of Informa TechTarget common stock are available for grants under the 2024 ESPP, subject to adjustment under certain circumstances described in the 2024 ESPP. The 2024 ESPP permits eligible employees of Informa TechTarget and employees of a Covered Entity to purchase shares of Informa TechTarget common stock at a discount during consecutive six-month plan purchase periods. Under the terms of the 2024 ESPP, the purchase right price is determined by the administrator for the 2024 ESPP, which will be our Board or a committee appointed by our Board (the "ESPP Administrator") for each plan purchase period, and the purchase right price will be at least 85% of the applicable closing price of Informa TechTarget common stock (determined as provided under the 2024 ESPP). If the ESPP Administrator does not make a determination of the purchase right price, the purchase right price will be 85% of the lesser of the closing price of Informa TechTarget common stock (determined as provided under the 2024 ESPP) on either (a) the first business day of the plan purchase period or (b) the exercise date. Employee contributions are made through payroll deductions or other contributions, subject to a minimum permitted percentage of 1% and a maximum permitted percentage of 15% of the compensation such employee receives during the plan purchase period.

Outstanding Equity Awards at Fiscal Year End for 2025

The following table summarizes the outstanding equity award holdings of our named executive officers as of December 31, 2025.

Option Exercises and Stock Vested for 2025

The following table sets forth the aggregate number of RSU awards that vested for our named executive officers in 2025, including RSUs granted under the 2017 Plan. There were no option exercises during 2025 for our named executive officers and none of our named executive officers have outstanding options that are vested and exercisable but have not been exercised.

Nonqualified Deferred Compensation for 2025

The following table sets forth the aggregate value of shares underlying RSUs the receipt of which were deferred in accordance with the terms of the applicable RSU award agreements during 2025. For more information, see "Compensation Discussion and Analysis - Executive Incentive Compensation and Other Benefits" above.

Employment Agreements and Potential Payments Upon Termination or Change of Control

The Employment Agreements may require us to make certain payments and/or provide certain benefits to our executives in the event of a termination of employment under certain circumstances or a change of control of the Company. The following sections summarize the material terms of the Employment Agreements and the payments that would be made to each of Mr. Noreck, Mr. Niemiec, Mr. Morelli, and Mr. Rennick assuming one of the events described below occurs or has occurred. As described under the "Compensation Discussion and Analysis - Equity Incentive Compensation and Other Benefits - Employment Agreements" section of this Proxy Statement, the provision of Mr. Nugent's services as our Chief Executive Officer is governed by the Secondment Agreement. Mr. Nugent is not entitled to any severance or change in control compensation; provided, however, Informa TechTarget is required to reimburse Informa for certain expenses, including separation benefits, under the Secondment Agreement to the extent Mr. Nugent's employment with ISSI is terminated during the Secondment Period, if: (i) Informa's termination of Mr. Nugent's employment with ISSI during the term of the Secondment Agreement is without "cause" and the Board has provided its prior approval to such termination, or (ii) Mr. Nugent terminates his employment with ISSI for "good reason" and the termination for "good reason" is due to an act, omission, or decision by Informa TechTarget. For purposes of the Secondment Agreement and the associated Employment Letter Agreement with Mr. Nugent, "cause" means: (a) commission of an act of gross negligence, willful misconduct, fraud, embezzlement, material dishonesty or theft; (b) arrest and/or conviction for a felony or any crime involving moral turpitude, fraud, dishonesty, or any other crime that impacts job duties and/or adversely affects ISSI's or its affiliates reputations, operations, or financial performance; (c) material breach of any agreement with ISSI; (d) failure to follow or implement the reasonable instructions or policies of ISSI or its affiliates; (e) material breach of duties and obligations; (f) refusal to follow the lawful directives of ISSI or its affiliates; (g) use of illegal drugs or any illegal substances; (h) violation of ISSI or its affiliates anti-harassment policy; (i) issuance of a consent decree, cease and desist, or similar order against Mr. Nugent; (j) any other act or omission that materially impairs ISSI's financial condition or reputation or that of any of its affiliates. For purposes of the Secondment Agreement and associated employment agreement with Mr. Nugent, "good reason" means: (I) a more than 25% reduction in base salary other than a reduction that is imposed proportionally on other similarly situated employees of ISSI; (II) any action or inaction that constitutes a material breach by ISSI of any material provision of the employment agreement. Informa TechTarget is not required to reimburse Informa in relation to any equity grants in Informa stock (including any taxes, fees, or levies paid or accrued in connection therewith).

Material Terms of the Employment Agreements - Termination of Employment. For both Mr. Noreck and Mr. Niemiec, the Employment Agreements entitle each to severance benefits if the Company terminates such executive officer's employment in the following situations: (i) without "cause"; (ii) if the executive officer terminates his employment for "good reason"; (iii) death; or (iv) disability. For purposes of the Employment Agreements, "cause" means: (a) any act of fraud or gross misconduct; (b) commission of a felony or a misdemeanor involving moral turpitude, deceit, dishonesty, or fraud; or (c) gross negligence or willful misconduct. Under the Employment Agreements, "good reason" means: (I) a material reduction of the executive's annual base salary and/or annual target bonus other than a reduction that is similar to the reduction made to the salary and/or target bonus of all other senior executives; (II) a change in the executive's responsibilities and/or duties which constitutes a demotion; (III) relocation of the offices at which the executive is principally employed to a location more than 50 miles from such offices which relocation is not approved by the executive; (IV) our failure to pay amounts due under the Employment Agreements; or (V) the failure of any successor in interest to the business of the Company to assume our obligations under the Employment Agreements. In the event of a termination of the executive without "cause," by the executive officer for "good reason," as a result of the executive's death or disability, or as a result of the failure by the Company to renew the term of the employment agreement following its expiration, Mr. Noreck and Mr. Niemiec would be entitled to: (1) continued payment of base salary for nine months following termination, (2) payment of a portion of the executive's COBRA costs at active employee rates, which may include a tax gross-up, for up to nine months following termination, (3) payments (prorated over a period of nine months) equal in the aggregate to the greater of (x) 50% of the

executive's targeted bonus or (y) a pro-rated amount of the target bonus based on the number of months that have passed in the applicable fiscal period; and (4) the accelerated vesting of all equity awards held by the executive in an amount equal to 10% for each year of the executive's service with the Company (including any predecessor thereto), with a minimum of 50% vesting for any executive who has been employed by the Company (including any predecessor thereto) for five years or less. Receipt of such severance payments and benefits by each of Mr. Noreck and Mr. Niemiec is conditioned on providing the Company a release of claims and compliance with applicable restrictive covenants. In the event that each of Mr. Noreck and Mr. Niemiec is terminated for cause or terminates their employment other than for good reason, such executive officer would not be entitled to any of the foregoing severance benefits under their Employment Agreement.

Mr. Morelli's Employment Agreement consists of an Employment Letter Agreement, Mutual Arbitration Agreement, and Confidentiality and Restrictive Covenant Agreement. Mr. Morelli is considered an at-will employee and either he or Informa TechTarget may terminate the employment relationship at any time, with or without cause, and with or without notice subject to certain notice provisions contained in his Employment Letter Agreement. Specifically, the Company agrees to provide Mr. Morelli with at least six months advance notice if it chooses to terminate his employment for reasons other for "Cause" (as defined below) and Mr. Morelli agrees to provide the Company with at least six months advance notice if he chooses to terminate his employment for any reason other than for "Good Reason" (the "Notice Pay"). Under Mr. Morelli's Employment Letter Agreement, "cause" means: (i) commission of an act of gross negligence, willful misconduct, fraud, embezzlement, material dishonesty or theft with respect to the Company or any of its affiliates; (ii) arrest and/or conviction for a felony or any crime involving moral turpitude, fraud, dishonesty or any other crime which makes Mr. Morelli unable to perform his job duties and/or adversely affects the Company's or its affiliates' reputations, operations or financial performance; (iii) material breach of any agreement with the Company or any of its affiliates, including the Employment Letter Agreement and the Confidentiality and Restrictive Covenant Agreement; (iv) failure to follow or implement the reasonable instructions or policies of the Company, continuing after written warning and after the expiration of thirty (30) days for his compliance; (v) material breach of his duties and obligations, following written warning and after the expiration of thirty (30) days to permit him to remedy the breach; (vi) refusal to perform the lawful directives of the Company or its affiliates, following written warning and after the expiration of thirty (30) days to permit him to remedy the breach; (vii) use of illegal drugs or any illegal substance, violation of the Company's Drug and Alcohol Policy or abuse of alcohol that, in the Company's judgment, interferes with his performance of any of his job duties; (viii) violation of the Company's No Harassment Policy as determined by the Company; (ix) the issuance of a final consent decree, cease and desist or similar order against him by a regulatory agency relating to violations or alleged violations of any law or regulation governing the conduct of the business of the Company; and (x) any other act or omission by him that materially impairs the Company's financial condition or reputation, as determined by the Company. Under Mr. Morelli's Employment Letter Agreement, "good reason" means any of the following, without Mr. Morelli's prior written consent: (a) a more than twenty-five percent (25%) reduction in base salary (other than a reduction that is imposed proportionally on other similarly situated employees); (b) a material change in the geographic location at which he must perform the services that increases his commute by more than 50 miles; and (c) any action or inaction that constitutes a material breach by the Company of any material provision of the Employment Letter Agreement. However, none of the foregoing events or conditions will constitute good reason unless Mr. Morelli provides the Company with written objection to the event or condition within 30 days following the occurrence thereof, the Company does not reverse or otherwise cure the event or condition within 30 days of receiving that written objection (the "Cure Period"), and Mr. Morelli resigns his employment within 30 days following the expiration of that Cure Period. Finally, in addition to the notice requirements and payment provisions of Mr. Morelli's Employment Letter Agreement, he may be entitled to certain severance benefits applicable to eligible company employees under the Company's severance pay plan, including salary continuation and COBRA benefits, to the extent his termination relates to a job elimination involving a restructuring or downsizing, role elimination, office closure, or change in company direction (the "Severance Plan Benefits").

Mr. Rennick's Employment Agreement consists of an Offer Letter and Relationship Agreement for Employees (the "Relationship Agreement"). Mr. Rennick is considered an at-will employee and either he or Informa TechTarget may terminate the employment relationship at any time, with or without cause, and generally with or without notice. Mr. Rennick is not entitled to any severance compensation if he voluntarily terminates his employment, is terminated for "cause," or if his termination is not related to a Change of Control. Under Mr. Rennick's Relationship Agreement, for "cause" means: (i) willful or reckless failure to perform, or willful or reckless violation of, his duties for or on behalf of the Company (other than a failure resulting from his death or disability), which failure or violation shall not have been cured within a reasonable cure period, upon his receipt of written notice from the Company of said failure or violation; (ii) commission of an act of fraud or theft against the Company or any of its subsidiaries; or (iii) conviction of (or plea of nolo contendere to) any felony. Under Mr. Rennick's Relationship Agreement, in the event of a termination as a result of a change in control, Mr. Rennick would be entitled to: (a) six (6) months' salary continuation, (b) a prorated portion of his target bonuses based on the termination date, (c) an opportunity to participate in the Company's medical and dental plans under the same financial arrangement as when employed, and (d) full acceleration of all unvested options, restricted stock units, or other granted equity as of the termination date. Similar to Mr. Morelli, Mr. Rennick may be entitled to the Severance Plan Benefits relating to a job elimination that is not considered a change of control under his Relationship Agreement.

Severance Benefits of Ms. Kitchens. In connection with our reorganization plan announced in July 2025, Ms. Kitchens agreed to a separation to flatten the executive organizational structure, reduce the spans of control at the senior leadership level, and streamline communications and decision making, and effective July 31, 2025, she ceased serving as our President - Informa TechTarget & General Manager - Brand to Demand and departed as an employee of Informa TechTarget. In connection with her departure, Ms. Kitchens received: (i) continued payment of base salary for nine (9) months following termination; (ii) a pro-rated amount of her target bonus for 2025; (iii) payment of a portion of Ms. Kitchens' COBRA costs at active employee rates, which may include a tax gross-up, for up to nine (9) months following termination; and (iv) accelerated vesting of all outstanding restricted stock units granted to Ms. Kitchens on August 13, 2024.

Severance Benefits of Mr. Hawk. Mr. Hawk ceased serving as our Executive Director, Product Innovation and departed as an employee of Informa TechTarget effective as of June 2, 2025. In connection with his departure, Mr. Hawk received the following severance benefits specified in his Employment Agreement: (i) continued payment of base salary for 11 months following termination, which equals an aggregate amount of $440,000 and (ii) payment of a portion of Mr. Hawk's COBRA costs at active employee rates, which may include a tax gross-up, for up to 18 months following termination in the amount of $32,753.

Material Terms of Executive Employment Agreements - Change of Control. In the event of a change in control (as defined in each respective Employment Agreement), all unvested equity awards held by Mr. Noreck, Mr. Niemiec, and Mr. Rennick will become fully vested and exercisable. In the event of change in control event (as defined in the applicable restricted stock unit agreement), 50% of the unvested equity awards held by Mr. Morelli will become fully vested and exercisable. The remaining 50% will vest in accordance with the original vesting schedule provided in the restricted stock unit agreement, becoming free from conditions or restrictions on each subsequent vesting date. In addition, the remaining 50% shall immediately become free from all conditions or restrictions if, on or prior to the first anniversary of the date of the consummation of the change in control event, Mr. Morelli's employment is terminated for "good reason" or without "cause" as those terms are defined under the 2024 Incentive Plan. If Mr. Noreck's, Mr. Niemiec's, Mr. Morelli's or Mr. Rennick's termination of employment results from a change in control event, then both the non-competition and non-solicitation covenants for Mr. Noreck and Mr. Niemiec survive for nine months following the termination of employment, for Mr. Morelli, the non-competition and non-solicitation covenants survive for twelve months, following the termination of employment, and for Mr. Rennick, the non-competition and non-solicitation covenants survive for six months and twelve months, respectively, following the termination of employment.

Potential Payments upon a Triggering Event. The following table sets forth information regarding the amounts payable by us pursuant to the terms of the Secondment Agreement and associated Employment Letter Agreement described above to Mr. Nugent and the Employment Agreements described above to each of Mr. Noreck, Mr. Niemiec, Mr. Morelli, and Mr. Rennick in the event there has been a termination of employment and/or Change in Control as defined under the Secondment Agreement, and associated Employment Letter Agreement, and the Employment Agreements, in each case, on December 31, 2025. Because the disclosures in the table assume the occurrence of a termination and/or change in control as of a particular date and under a particular set of circumstances and therefore make a number of important assumptions, the actual amount to be paid to each of our named executive officers upon a termination or change of control may vary significantly from the amounts included herein. Factors that could affect these amounts include the timing during the year of any such event, the continued availability of benefit policies at similar prices and the type of termination event that occurs.

Potential Payments Upon Termination or Change of Control

Pay Ratio Disclosure

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank Act") and Item 402(u) of Regulation S-K promulgated thereunder and the related SEC guidance ("Pay Ratio Rules"), we are providing the following information about the relationship of our annual total compensation of our median employee to the annual aggregate total compensation of our CEO, Mr. Nugent. For 2025, our last completed fiscal year:

The methodology that we used to identify the median employee is described below. Annual total compensation is calculated in the same manner as the amount set forth in the "Total" column in the Summary Compensation Table. While the methodology involves several assumptions and adjustments, we believe the pay ratio information set forth above constitutes a reasonable estimate, calculated in a manner consistent with the Pay Ratio Rules. Due to estimates and assumptions permitted under the Pay Ratio Rules, our pay ratio disclosure may not be comparable to the pay ratio disclosure presented by other companies.

We determined that, as of December 31, 2025, our total employee population for purposes of calculating the pay ratio in this Proxy Statement including all of our U.S. and international employees, both full-time and part-time, excluding Mr. Nugent, was 1,850. We annualized compensation for employees hired during 2025 and converted the amount of compensation paid to non-U.S. employees to U.S. dollars using average foreign currency exchange rates for 2025. We identified our median employee by reviewing compensation information from our payroll records and providers for 2025 and used a consistently applied compensation measure for 2025, which included total taxable income, or equivalent.