Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors including those discussed below and elsewhere in this Quarterly Report on Form 10-Q, in our Annual Report on Form 10-K for the year ended December 31, 2024 under Part I, Item 1A, "Risk Factors," and in the other documents we file with the SEC. Please refer to "Cautionary Note Regarding Forward-Looking Statements" on page 44of this Quarterly Report on Form 10-Q.

Overview

Background

Informa TechTarget, together with its subsidiaries, is a leading B2B growth accelerator, informing and influencing technology buyers and sellers globally.

Following a period of expansion, the specialist technology research business of Informa TechTarget is now among the largest providers of these services. Informa TechTarget employs expert analysts to create data-driven intelligence products and advisory services for product managers, corporate strategists and the C-suite, challenging market strategies, sharpening product roadmaps and accelerating time to market and revenue.

Omdia, Industry Dive, NetLine, Canalys and Wards and Former TechTarget are important components of Informa TechTarget. These products or businesses and their portfolio of digital media brands inform, educate and influence tech buyers, creating engaged, specialist audiences and deliver first party data records. As of September 30, 2025, our business had more than 56.4 million registered members and users of our own media brands.

Targeted access to these specialist audiences is provided through a growing range of data-driven digital products and services that are designed to deliver highly qualified leads, demand generation and buyer intent to technology vendors, connecting them with the right buyers at the right time to maximize return on investment and accelerate growth.

Industry background and trends

Informa TechTarget sits at the intersection of tech and B2B marketing, each dynamic innovative markets in its own right, with what management believes are compelling structural growth drivers. This provides a strong underpin to the long-term growth ambitions of Informa TechTarget.

Technology transcends all aspects of daily life and work. Enterprise technology, incorporating software and hardware systems used by large organizations for anything from customer relationship management to networking and cyber security, is central to operating effectively and efficiently. The pace of innovation and change is rapid, creating a constant cycle of investment to enhance, upgrade and replace technology.

For Informa TechTarget, investment in innovation and growth in research and development ("R&D") budgets provide a leading indicator of demand for its products and services. This growth in technology-related R&D is driving a new wave of investment and innovation, enhancing existing products and inspiring the next generation of products and services.

Over time, the scale of technology purchasing, particularly enterprise technology, has grown in size, resulting in B2B buying behavior becoming more complex. This complexity has led to longer sales cycles as more research is undertaken on purchasing technology products and platforms.

Typically, large technology decisions will involve a number of people across an organization from technology professionals to CIOs, CFOs and often CEOs. This research takes many forms, with an increasing amount conducted online, including by reading specialist content, reviews, information, product profiles and bespoke research, as well as through webinars and online discussions.

The majority of the B2B buyer journey is now completed before a buyer might contact the sales team of a vendor. For technology vendors, online presence and digital brand visibility are therefore critical, leading to more companies focusing spend on branded content services, thought leadership and whitepaper distribution, digital event participation and advertising on the most relevant platforms and media.

Management believes Informa TechTarget is at the center of this shift in B2B buyer behavior, delivering highly relevant content and research to technology buyers that informs, educates and influences them along the different stages of their buyer journey.

These interactions with the content - who reads what, who clicks to find out more, how long buyers spend on specific websites, etc. - and general online behavior, when captured, enriched and analyzed, provide deep insights into who potential customers are, what products and services they might be interested in, where they are in their purchasing cycle and how significant is the intent to purchase.

For B2B sales and marketing teams at technology vendors, this information is critical in targeting the right buyers at the right time, raising brand awareness and positioning products with the right audiences to secure leads that turn into sales. With increasing scrutiny and focus on return on investment, data-driven B2B marketing is becoming ever more relevant given it is typically more measurable, with more efficiency than more traditional advertising and marketing services, helping to increase lead conversion rates, reduce the cost of customer acquisition and generate more revenue per dollar of marketing spend.

Because most of Informa TechTarget's clients are B2B technology companies, the success of Informa TechTarget is intrinsically linked to the health, and subject to the market conditions, of the technology industry. Informa TechTarget has recently been affected by macro-economic conditions, in particular the negative impact of economic uncertainty, rising inflation and interest rates on the technology industry, which has impacted investment levels and overall client marketing expenditure. Although management cannot quantify the impact of macro-economic factors on Informa TechTarget's future results, any worsening of market conditions could negatively impact its financial position and liquidity. Marketing, advertising services and sponsorship revenue is more immediately impacted by changes in client spending and current macro-economic conditions than other revenue categories.

Product and service offerings

Over the last five years, Informa TechTarget has been building a portfolio of data-driven solutions that are intended to capitalize on the positive structural market dynamic described above and meet the evolving needs of buyers and vendors in the technology market. Informa TechTarget has the potential to continue expanding upon this portfolio of capabilities.

The Informa TechTarget businesses, help both buyers of B2B technology with knowledge and intelligence, supporting them through different stages of the buyer journey, and sellers of B2B technology in identifying relevant buyers for their products, who are in-market and with the greatest purchasing intent. These digital solutions fall into a number of categories:

Critical Accounting Policies and Use of Estimates

Preparation of the accompanying unaudited condensed consolidated financial statements requires management to make judgments, assumptions and estimates regarding uncertainties that could affect reported revenue, expenses, assets, liabilities and equity. The most significant areas where management's judgments, assumptions and estimates impact the unaudited condensed consolidated financial statements are described below. Actual results in these areas could differ materially from management's estimates under different assumptions and conditions. Significant accounting policies are described fully in Note 2. Significant Accounting Policiesto the unaudited condensed consolidated financial statements included under Item 8. "Financial Statements and Supplementary Data" of our Annual Report on Form 10-K for the year ended December 31, 2024.

Basis of presentation and corporate expense allocations

The accompanying unaudited condensed consolidated financial statements and related notes represent the business referred to as the Informa Tech Digital Business for the periods preceding the date of the Transactions and include the performance of Former TechTarget from the date of the closing of the Merger. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all normal, recurring adjustments have been included such that the unaudited condensed consolidated financial statements are fairly stated. The results of operations for the periods presented are not necessarily indicative of results to be expected for any other interim periods or for the full year. Prior to the Transaction, the Informa Tech Digital Business previously were operated as part of the Informa Tech division of Informa and not as a standalone entity and had no separate legal status or existence. As such, the financial position and results of operations, for the periods prior to the Transaction, have been derived from Informa's historical accounting records and are presented on a carve-out basis. Intercompany transactions, profits and balances among the Informa

Tech Digital Business' entities have been eliminated. Sale and purchase transactions between Informa TechTarget and other Informa affiliates are included in the condensed consolidated financial statements.

Accordingly, the accompanying unaudited condensed consolidated financial statements reflect some charges for costs directly related to Informa TechTarget. Informa TechTarget has been allocated a portion of costs incurred by Informa for certain central functions and other operations that are used by Informa TechTarget, including but not limited to executive oversight, finance, treasury, tax, legal, human resources, technology, marketing and other shared services. All such costs are reflected in the accompanying unaudited condensed consolidated financial statements. These costs were allocated using a methodology that Management believes is reasonable for the item being allocated. Allocation methodologies include Informa TechTarget's relative share of revenues, headcount, usage, or functional spend as a percentage of the total. While management believes the methodologies and assumptions used to allocate these costs are reasonable, the unaudited condensed consolidated financial statements do not purport to represent the financial position, results of operations, changes in equity, and cash flows of Informa TechTarget in the future, or what such costs would have been had Informa TechTarget operated as a stand-alone entity during the periods presented.

Revenue recognition

Revenue is recognized as Informa TechTarget satisfies a performance obligation, based upon transfer of control of promised products or services to clients in an amount that reflects the consideration to which Informa TechTarget expects to be entitled in exchange for those products or services. Some of Informa TechTarget's performance obligations are satisfied over time as the product or service is transferred to the client. Performance obligations which are not satisfied over time are satisfied at a point in time.

Informa TechTarget enters into contracts that can include various combinations of its offerings which are generally capable of being distinct and accounted for as separate performance obligations.

When performance obligations are combined into a single contract, Informa TechTarget utilizes the relative stand-alone selling price of each product or service to allocate the transaction price among the performance obligations, which is generally determined based on the prices charged to the clients when sold on a stand alone basis or using expected cost plus a margin, with any discounts allocated across the performance obligations. Revenue for each category type of revenue is typically fixed at the date of the order and is not variable.

Revenue from fixed fee engagements is recognized over time as Informa TechTarget works to satisfy its performance obligations as Informa TechTarget generally has an enforceable right to payment for performance completed to date.

Goodwill, long-lived assets and impairment

As of September 30, 2025 and December 31, 2024, goodwill was $55.4 million and $973.4 million, respectively. Informa TechTarget's goodwill represents the excess purchase price of an acquired entity over the amounts assigned to assets and liabilities assumed in a business combination. Informa TechTarget performs an assessment of goodwill for impairment annually as of December 31 or whenever events or changes in circumstances indicate there may be an impairment.

The Company may assess goodwill for impairment initially using a qualitative approach to determine whether conditions exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. Among the factors that could trigger an impairment review are a reporting unit's operating results declining relative to its operating plan or historical performance, competitive pressures, changes in the general markets in which it operates, and a sustained decline in share price. If the Company concludes, based on its assessment of relevant events, facts, and circumstances that it is more likely than not that a reporting unit's carrying value is greater than its fair value, then a quantitative analysis will be performed to determine if there is any impairment. Alternatively, the Company may elect to initially perform a quantitative analysis instead of starting with a qualitative analysis. These assessments require the Company to make judgments, assumptions, and estimates about projected cash flows, discount rates and other factors. The non-cash goodwill impairment loss is the difference between the reporting unit's fair value and carrying value, not to exceed the carrying amount of the goodwill.

As of September 30, 2025, the Company had five reporting units: Legacy TechTarget, Bluefin, NetLine, Industry Dive, and Canalys. The Company identified a sustained decline in share price during each of the first, second and third quarters of 2025 that, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, constituted an impairment triggering event for all reporting units. For the three months and nine months ended September 30, 2025, Informa TechTarget performed the required impairment tests of goodwill on its reporting units using a discounted cash flow model with the following key assumptions in the fair value calculations:

There is a significant degree of uncertainty associated with these key assumptions. Projected cash flows, including key assumptions of forecasted revenue growth rates and EBITDA margin, are contingent on the Company's ability to accurately forecast future financial performance, which is subject to factors beyond the Company's control such as changes in market conditions, economic downturns, and competitive pressures. The discount rate also incorporates market-based rates and risk premiums that are subject to fluctuations due to shifts in macroeconomic factors, investor sentiment, and changes in the Company's perceived risk profile. Moreover, the long-term growth rate assumption, although derived from reputable external sources, can be influenced by unforeseeable changes in industry dynamics, regulatory environments, and technological advancements that may impact growth trajectories. Consequently, while these assumptions are grounded in established financial theories and best estimates, there is an inherent degree of uncertainty.

Canalys

Based on the quantitative fair value testing, a goodwill impairment of $6.7 million and $41.9 million was recognized during the three and nine months ended September 30, 2025, respectively. The carrying value of goodwill in the Canalys reporting unit as of September 30, 2025 was $10.0 million post-impairment. For the three months ended September 30, 2025, a 5.2% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 7.5% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 5.0% increase in the weighted average EBITDA margin would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 5.7% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 100 basis-point change in the discount rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $2.0 million and $2.3 million, respectively. For the three months ended September 30, 2025, a 100 basis-point change in the long-term growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $1.3 million and $1.5 million, respectively. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

NetLine

Based on the quantitative fair value testing, a goodwill impairment of $13.3 million and $27.6 million was recognized during the three and nine months ended September 30, 2025, respectively. The carrying value of goodwill in the NetLine

reporting unit as of September 30, 2025 was $13.9 million post-impairment. For the three months ended September 30, 2025, a 5.8% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 6.5% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 7.4% increase in the weighted average EBITDA margin would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 6.6% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 100 basis-point change in the discount rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $3.1 million and $3.6 million, respectively. For the three months ended September 30, 2025, a 100 basis-point change in the long-term growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $2.1 million and $2.4 million, respectively. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

Legacy TechTarget

Based on the quantitative fair value testing, a goodwill impairment of $436.7 million was recognized during the nine months ended September 30, 2025. There was no carrying value of goodwill in the Legacy TechTarget reporting unit as of September 30, 2025 post-impairment.

Bluefin

Based on the quantitative fair value testing, a goodwill impairment of $32.2 million and $172.0 million was recognized during the three and nine months ended September 30, 2025, respectively. The carrying value of goodwill in the Bluefin reporting unit as of September 30, 2025 was $5.8 million post-impairment. For the three months ended September 30, 2025, a 6.3% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 1.1% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 3.9% increase in the weighted average EBITDA margin would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 0.6% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, an 80 basis-point increase in the discount rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 100 basis-point decrease in the discount rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have decreased the goodwill impairment recognized by $7.0 million. For the three months ended September 30, 2025, a 100 basis-point change in the long-term growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $4.0 million and $4.6 million, respectively. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

Industry Dive

Based on the quantitative fair value testing, a goodwill impairment of $28.1 million and $243.4 million was recognized during the three and nine months ended September 30, 2025, respectively. The carrying value of goodwill in the Industry Dive reporting unit as of September 30, 2025 was $25.7 million post-impairment. For the three months ended September 30, 2025, a 6.2% increase in the weighted average forecasted revenue growth rate would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 9.1% decrease in the weighted average forecasted revenue growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 3.7% increase in the weighted average EBITDA margin would have resulted in no impairment in the period. For the three months ended September 30, 2025, a 4.1% decrease in the weighted average EBITDA margin used for the goodwill assessment over this reporting unit as of September 30, 2025 would have resulted in all goodwill being impaired. For the three months ended September 30, 2025, a 100 basis-point change in the discount rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $5.0 million and $5.7 million, respectively. For the three months ended September 30, 2025, a 100 basis-point change in the long-term growth rate used for the goodwill assessment over this reporting unit as of September 30, 2025 would have increased or decreased the goodwill impairment recognized by $3.2 million and $3.7 million, respectively. These sensitivities are hypothetical and should be used with caution as they do not include interplay among assumptions.

Business Combinations

Informa TechTarget applies the purchase method of accounting to business combinations. All of the assets acquired, liabilities assumed, and contingent consideration is recorded based on their estimated fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net tangible and identifiable intangible assets acquired and liabilities assumed.

The determination of the fair value of identifiable intangible assets involves significant assumptions and estimates, including, but not limited to projected revenue growth rates and EBITDA margins, future customer attrition, discount rates, royalty rates, technology obsolescence factors, useful economic lives and expected future cash flows. Although management believes the assumptions and estimates for historical acquisitions to be reasonable and appropriate, they require judgment and are based on experience and historical information from all of the acquired entities. A change in these estimates could cause a materially different value of intangible assets to be recognized with an opposing impact on the goodwill arising from the transaction.

At the acquisition date of a business combination and at each subsequent balance sheet date, consideration contingent on future performance over the contractual earn-out period are remeasured to fair value. Informa TechTarget utilizes significant estimates and assumptions in determining the estimated contingent consideration and associated expense or gain at each balance sheet date. The liabilities are measured against the contractually agreed performance targets at each subsequent reporting date with any adjustments recognized in the unaudited condensed consolidated income statement. The estimation of these liabilities requires the Company to make judgements concerning the future performance of related businesses over the contingent consideration period. The estimation uncertainty risk of payments greater than one year is higher due to the forecast nature of the inputs.

Components of Results of Operations

Revenues

Revenue is disaggregated into four categories: Marketing, advertising services and sponsorship; Intelligence subscription services; Advisory services; and Exhibitor and attendee revenue.

These products and services are delivered under both short-term contracts that run for the length of a given marketing/sales program, typically less than nine months, and through integrated contracts exceeding 270 days ("longer-term contracts") covering various client needs. Longer-term contracts include a range of annual subscription products, which are paid for in advance. In the three and nine months ended September 30, 2025, approximately 31% and 34% of our revenues were from longer-term contracts, respectively. In the three and nine months ended September 30, 2024, approximately 39% and 38% of our revenues were from longer-term contracts, respectively.

Cost of revenues

Cost of revenues primarily consists of salaries and related personnel costs for research, editorial and consulting employees, lead generation expenses, freelance contractors expenses, website hosting costs, internal use software and developed technology amortization and other related overheads.

Selling and marketing

Selling and marketing expenses consist primarily of salaries and related personnel costs, sales commissions, facility expenses, advertising costs, and other related overheads.

General and administrative

General and administrative expenses consist primarily of salaries and related personnel costs, facility expenses and related overheads, accounting, legal and other professional fees, bad debt provision, and stock-based compensation expenses.

Product development

Product development costs include the creation of Informa TechTarget's network of websites and data analytics framework, advertiser offerings and technical infrastructure that do not meet the criteria for capitalization.

Depreciation

Depreciation expense consists of the depreciation of property and equipment. Depreciation is calculated using the straight-line method over the estimated useful lives of the underlying property and equipment, ranging from three to five years.

Amortization

Amortization expense consists of the amortization of intangible assets. Intangible assets are amortized by using methods that are expected to reflect the estimated pattern of economic use or a straight-line basis over the estimated useful lives of the underlying assets.

Impairment of long-lived assets and goodwill

Impairment of long-lived assets and goodwill primarily relates to lease impairment and goodwill impairment in each of the Company's reporting units.

Acquisition and integration costs

Acquisition-related costs that are not part of purchase consideration are expensed as incurred. These costs typically include finder's fees, legal, accounting, and other professional costs. Integration-related costs represent costs that relate directly to combining Informa TechTarget and its acquired businesses and are expensed as incurred. Integration-related costs typically include strategic consulting services, employee-related costs, such as retention and severance, costs to integrate information technology infrastructure, enterprise planning systems, processes, and other non-recurring integration-related costs.

Restructuring costs

Restructuring costs are expenses related to our Restructuring Plan and include severance pay, employee termination benefits, outplacement services, and associated administrative expenses incurred in connection with the Restructuring Plan.

Remeasurement of contingent consideration

Remeasurement of contingent consideration relates to the fair value adjustment of acquisition related contingent consideration. Any remaining contingent consideration as of the Transaction was assumed by Parent.

Interest income

Interest income is primarily from related-party loans, by reference to the principal outstanding and at the effective interest rate applicable, and also from cash and cash equivalents. All related party loans were settled as of the close of the Transaction.

Related party interest expense

Related party interest expense consists of interest on related-party loans at the effective interest rate applicable and the unsecured five-year revolving Credit Facility. The interest rate on the unsecured revolving Credit Facility is variable.

Other income (expense), net

Other income (expense), net consists primarily of unrealized/realized foreign currency transaction gains and losses. This includes the remeasurement of the convertible notes utilizing the fair value option.

Income tax benefit (expense)

Income tax benefit (expense) reflects income earned and taxed, in jurisdictions in which Informa TechTarget conducts business, which mainly include the United Kingdom and United States federal and state income taxes.

Results of Operations

The following table sets forth a summary of certain key financial information for the three and nine months ended September 30, 2025 and 2024:

Informa TechTarget restated its financial statements as of and for the three and nine months ended September 30, 2024. The amounts in the "As Restated" columns are the updated amounts including the impacts of the errors identified. The restatement is described fully in Note 1. Business Overview and Basis of Presentation to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Comparison of The Three Months Ended September 30, 2025 and 2024

Revenues

Revenue for the three months ended September 30, 2025 was $122.3 million, an increase of $59.4 million, or 94%, compared to the three months ended September 30, 2024. The acquisition of Former TechTarget in December 2024 provided $46.2 million in marketing, advertising services, and sponsorship revenues, and $4.2 million in advisory services revenue to the three months ended September 30, 2025. Marketing, advertising services, and sponsorship revenues increased $8.3 million due to higher demand from returning customers compared to the prior year period.

Cost of revenues

Cost of revenues for the three months ended September 30, 2025 was $47.4 million, an increase of $23.5 million, or 99%, compared to the three months ended September 30, 2024. The increase is largely driven by the acquisition of Former TechTarget in December 2024, which contributed $15.1 million in labor and contracted costs in 2025. The remaining $8.4 million increase was primarily driven by increased labor and related costs due to our heightened focus on delivering our services to our customers as part of our integration.

Operating expenses and other

Selling and marketing. Selling and marketing costs increased by $21.6 million, or 152%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $19.4 million, primarily in labor and related costs in 2025. The remaining $2.2 million increase was primarily driven by increased labor related costs due to our heightened focus on selling and marketing our services to our customers as part of our integration.

General and administrative. General and administrative costs increased by $2.7 million, or 15%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $11.8 million in 2025. This was offset by a $9.2 million reduction in costs due to a decrease in focus (primarily labor and related costs) on general and administrative and an increase in focus on cost of revenues.

Product development. Product development costs increased by $0.3 million, or 13% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $1.8 million in labor and related costs in 2025, offset by a decrease in labor and related costs from the prior year period of $1.5 million.

Depreciation. Depreciation expense increased $0.1 million, or 37% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, due to the acquisition of Former TechTarget in December 2024.

Amortization. Amortization expense increased $10.6 million, or 97% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024.

Impairment of goodwill. As a result of the impairment analysis in the three months ended September 30, 2025, an impairment charge of $80.3 million was recorded relating to the Canalys, Industry Dive, NetLine and Bluefin Legacy reporting units. Due to the continued decrease in our stock price and overall market capitalization, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, it was determined a triggering event occurred, indicating goodwill may be impaired. Accordingly, we conducted a quantitative impairment test of our goodwill at September 30, 2025. We estimate the implied fair value of our goodwill primarily using an income approach. Changes in the estimates or assumptions used in our quantitative impairment test could materially affect the determination of fair value and the associated goodwill impairment assessment. Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to continued increases in costs and other macroeconomic factors.

Restructuring costs. Restructuring costs were $12.4 million for the three months ended September 30, 2025 compared to $0 for the three months ended September 30, 2024, due to the Restructuring Plan to improve operational efficiency and reduce costs implemented in August 2025.

Acquisition and integration costs. Acquisition and integration cost decreased $0.6 million, or (7%), for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to a $4.9 million reduction in acquisition costs compared to the prior year period. This was offset by the acquisition of Former TechTarget in December 2024, which contributed $4.3 million in integration costs.

Remeasurement of contingent consideration. In the three months ended September 30, 2025, there was no contingent consideration remeasurement due to no change in the fair value of the contingent consideration. Contingent consideration remeasurement in the three months ended September 30, 2024 was a loss of $1.9 million due to a revision to forecasts to reflect challenging macro-economic conditions, which impacted demand for core email and website sponsorship/advertising products, as technology companies cut back on investment.

Interest expense on related party loans. Interest expense on related party loans decreased $3.3 million, or (58%), in the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This reduction resulted from the August 2024 settlement of a related party loan originally established to finance the Industry Dive acquisition in fiscal 2022. The loan settlement eliminated associated interest obligations, reducing financing costs in the current reporting period and reflecting improved capital structure following debt resolution. During the three months ended September 30, 2025, interest expense was related to outstanding loans under the Credit Facility with Informa Group Holdings.

Interest income.Interest income decreased $0.8 million, or (97%), for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, due to decreased cash balances in the current period.

Other income (expense), net. Other income for the three months ended September 30, 2025 was $0.5 million, an increase of $2.3 million, or 130%, compared to the other expense of $1.7 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was driven by a reduction of foreign currency losses compared to the prior year period and the acquisition of Former TechTarget in December 2024, which contributed $1.2 million of foreign currency transaction gains in 2025.

Income tax benefit (expense).Income tax benefit for the three months ended September 30, 2025 was $33.0 million, an increase of $29.4 million compared to the income tax benefit of $3.6 million in the three months ended September 30, 2024. The effective tax rate was 30.0% and 17.0% for the three months ended September 30, 2025 and 2024, respectively. In 2025, the effective tax rate was primarily driven by a non-deductible goodwill impairment, which was not treated as a discrete item due to our history of impairments, and geographic mix of earnings. In 2024, the effective tax rate was primarily driven by non-taxable contingent consideration and non-deductible goodwill impairment.

Comparison of The Nine Months Ended September 30, 2025 and 2024

Revenues

Revenue for the nine months ended September 30, 2025 was $346.1 million, an increase of $161.6 million, or 88%, compared to the nine months ended September 30, 2024. The acquisition of Former TechTarget in December 2024 provided $128.7 million in marketing, advertising services, and sponsorship revenues, and $12.8 million in advisory services revenue to the nine months ended September 30, 2025. Marketing, advertising services, and sponsorship revenues also increased $15.5 million due to higher demand from returning customers compared to the prior year period.

Cost of revenues

Cost of revenues for the nine months ended September 30, 2025 was $142.7 million, an increase of $68.2 million, or 92%, compared to the nine months ended September 30, 2024. The increase is largely driven by the acquisition of Former TechTarget in December 2024, which contributed $52.2 million in labor and contracted costs in 2025. The remaining $16.0 million increase was primarily driven by increased labor and related costs due to our heightened focus on delivering our services to our customers as part of our integration.

Operating expenses and other

Selling and marketing. Selling and marketing costs increased by $64.1 million, or 152%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $56.2 million, primarily in labor and related costs in 2025. The remaining $7.9 million increase was primarily driven by our increased labor and related costs due to our heightened focus on selling and marketing our services to our customers as part of our integration.

General and administrative. General and administrative costs increased by $10.3 million, or 19%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to the acquisition of Former TechTarget in December 2024 which contributed $36.0 million in the nine months ended September 30, 2025. This was partially offset by a reduction in costs of $25.7 million due to a decrease in focus on general and administrative (primarily labor and related costs) and an increase in focus on cost of revenues and selling and marketing.

Product development. Product development costs decreased by $0.2 million, or (3)% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to a decrease of $5.1 million driven by a reduction in focus (primarily labor and related costs) on product development and an increase in focus on cost of revenues and selling and marketing. This was offset by the acquisition of Former TechTarget in December 2024 which contributed $4.9 million in labor and related costs.

Depreciation. Depreciation expense increased $0.4 million, or 36% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, due to the acquisition of Former TechTarget in December 2024.

Amortization. Amortization expense increased $34.8 million, or 105% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, due to the acquisition of Former TechTarget in December 2024, which contributed $37.4 million in amortization expenses.

Impairment of goodwill. As a result of the impairment analysis in the first three quarters of 2025, an impairment charge of $921.6 million was recorded relating to the Canalys, Industry Dive, NetLine, Bluefin Legacy and legacy TechTarget reporting units for the nine months ended September 30, 2025. Due to the continued decrease in our stock price and overall market capitalization, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, it was determined a triggering event occurred, indicating goodwill may be impaired. Accordingly, we conducted a quantitative impairment test of our goodwill at September 30, 2025. We estimate the implied fair value of our goodwill primarily using an income approach. Changes in the estimates or assumptions used in our quantitative impairment test could materially affect the determination of fair value and the associated goodwill impairment assessment. Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to continued increases in costs and other macroeconomic factors.

Impairment of long-lived assets.We did not have any impairment of long-lived assets in the nine months ended September 30, 2025. Impairment of long-lived assets in the nine months ended September 30, 2024 was $2.0 million due to the exit from Industry Dive's Washington, D.C. office in March 2024.

Restructuring costs. Restructuring costs were $12.4 million for the nine months ended September 30, 2025 compared to $0 for the nine months ended September 30, 2024, due to the Restructuring Plan to improve operational efficiency and reduce costs implemented in August 2025.

Acquisition and Integration Costs. Acquisition and integration expense decreased $5.9 million, or (15)%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The acquisition of Former TechTarget in December 2024 contributed $15.9 million as part of the integration in 2025. The $21.8 million decrease was a result of decreased professional fees incurred in 2024 associated with the Transaction.

Remeasurement of contingent consideration. In the nine months ended September 30, 2025, there was no contingent consideration remeasurement due to no change in the fair value of the contingent consideration. Contingent consideration remeasurement in the nine months ended September 30, 2024 was a loss of $2.3 million due to a revision to forecasts to reflect challenging macro-economic conditions, which impacted demand for core email and website sponsorship/advertising products, as technology companies cut back on investment.

Interest expense on related party loans. Interest expense on related party loans decreased $11.1 million, or (61)%, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This significant reduction resulted from the August 2024 settlement of a related party loan originally established to finance the Industry Dive acquisition in fiscal 2022. The loan settlement eliminated associated interest obligations, substantially reducing financing costs in the current reporting period and reflecting improved capital structure following debt resolution. During the nine months ended September 30, 2025, interest expense was related to outstanding loans under the Credit Facility with Informa Group Holdings.

Interest income.Interest income decreased $2.4 million, or (73)%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, due to lower cash balances in the current period.

Other Expense, net. Other expense increased by $6.4 million, or 472%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The acquisition of Former TechTarget in December 2024 contributed $3.4 million of foreign currency transaction losses in the nine months ended September 30, 2025. The remaining increase in expense is primarily related to the increase in foreign currency transactions.

Income tax benefit. Income tax benefit for the nine months ended September 30, 2025 was $26.2 million, an increase of $15.9 million compared to the income tax benefit of $10.3 million in the nine months ended September 30, 2024. The effective tax rate was 2.6% and 11.8% for the nine months ended September 30, 2025 and 2024, respectively. In 2025, the effective tax rate was primarily driven by a non-deductible goodwill impairment, which was not treated as a discrete item due to our history of impairments, and geographic mix of earnings. In 2024, the effective tax rate was primarily driven by non-taxable contingent consideration and non-deductible goodwill impairment.

Liquidity and Capital Resources

At September 30, 2025, our cash and cash equivalents totaled $46.3 million. We utilized cash, short-term investments and $135.0 million of our $250.0 million revolving Credit Facility with Informa to retire approximately $417.0 million of our

convertible debt on January 24, 2025. As of September 30, 2025, Informa TechTarget had $120.0 million drawn on the revolving Credit Facility. We believe that our existing cash and cash equivalents plus our remaining availability under the revolving Credit Facility will be sufficient to meet our anticipated cash needs for at least the next 12 months.

Informa TechTarget's primary recurring use of cash is payment of operating costs, which consist primarily of employee-related expenses, such as compensation and benefits, as well as operating expenses for product development, marketing, facilities and overhead costs.

Cash Flows

Net cash provided by (used in) operating activities

Cash flows provided by operating activities for the nine months ended September 30, 2025 was $4.6 million, a $40.2 million increase compared to the operating cash outflow for the nine months ended September 30, 2024, primarily due to an increase in net loss of $921.7 million as adjusted for non-cash items, which were mainly impacted by (i) higher amortization of $45.1 million due to the acquisition of Former TechTarget and (ii) the combined net impact of the impairment of goodwill related to the Canalys, Industry Dive, NetLine Bluefin Legacy and legacy TechTarget reporting units of $921.6 million.

Net cash provided by (used in) investing activities

Cash flows provided by (used in) investing activities were $62.6 million and $(4.9) million for the nine months ended September 30, 2025 and 2024, respectively. The inflows in the nine months ended September 30, 2025 reflected the sale of short-term investments of $76.8 million. The outflows in the nine months ended September 30, 2024 reflected increased intangible assets of $4.6 million mainly relating to product development and internally generated software.

Net cash provided by (used in) financing activities

Cash flows provided by (used in) financing activities were $(297.7) million and $51.0 million for the nine months ended September 30, 2025 and 2024, respectively. The significant outflow in the nine months ended September 30, 2025 was due to the repayment of convertible notes of $417.0 million, partially offset by net borrowings under our Credit Facility of $120.0 million. The inflow for the nine months ended September 30, 2024 was due to amounts received from related parties as part of cash pooling arrangements, partially offset by net cash outflows from net Parent investment.

Off Balance Sheet Arrangements

As of September 30, 2025 and December 31, 2024, Informa TechTarget did not have any significant off-balance sheet arrangements.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (the "Quarterly Report") contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934 as amended (the "Exchange Act"), that involve substantial risks and uncertainties. All statements, other than historical facts, are forward-looking statements, including: statements regarding the expected benefits of the Transactions such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profile, business plans, expanded portfolio and financial strength; our expectations surrounding the Transactions and our ability to grow our business and bolster our financial position; our expected contractual obligations and capital expenditures; our future results of operations and financial position; industry and business trends; the impact of market conditions and other macroeconomic factors on our business, financial condition and results of operations; our future business strategy, plans, market growth and our objectives for future operations; the effectiveness of our Restructuring Plan; the continued remediation of material weaknesses in our internal control over financial reporting; and our competitive market position within our industry. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," or the negatives of these words or other similar terms or expressions that concern our expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, and expectations that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements.

We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements. Important factors that could cause actual results to differ materially from such plans, estimates, or expectations include, among others: unexpected costs, charges, or expenses resulting from the Transactions or the Restructuring Plan; uncertainty regarding our expected financial performance; failure to realize the anticipated benefits of the Transactions, including as a result of integrating our Informa Tech Digital Business with our legacy TechTarget business or the Restructuring Plan; our ability to implement our business strategy; difficulties and delays in achieving revenue and cost synergies; evolving legal, regulatory, and tax regimes; changes in economic, financial, political, and regulatory conditions in the United States and elsewhere, and other factors that contribute to uncertainty and volatility; natural and man-made disasters, civil unrest, pandemics, geopolitical uncertainty and conflicts, and conditions that may result from legislative, regulatory, trade, and policy changes associated with the current or subsequent U.S. administrations; our ability to meet expectations regarding the accounting and tax treatments of the Transactions; market acceptance of our products and services; the impact of pandemics and future health epidemics and any related economic downturns on us and the markets in which we and our customers operate; changes in economic or regulatory conditions or other trends affecting the internet, internet advertising and IT industries; data privacy and artificial intelligence laws, rules, and regulations; the impact of foreign currency exchange rates; certain macroeconomic factors facing the global economy, including instability in the regional banking sector, disruptions in the capital markets, economic sanctions and economic slowdowns or recessions, tariffs and trade disputes, rising inflation and interest rate fluctuations on our operating results; and other matters included in our filings with the SEC.

Other factors may affect the accuracy and reliability of forward-looking statements. We caution you not to place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes. Actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report.

Any forward-looking statements speak only as of the date of this Quarterly Report. Neither we, nor our affiliates, advisors or representatives, undertake any obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by applicable law.