Form 8-K

8-K — TechTarget, Inc.

Accession: 0001193125-26-211953

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0002018064

SIC: 4822 (TELEGRAPH & OTHER MESSAGE COMMUNICATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ttgt-20260507.htm (Primary)

EX-99.1 (ttgt-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ttgt-20260507.htm · Sequence: 1

8-K

false000201806400020180642026-05-072026-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

TechTarget, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

1-42428

99-2218610

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

275 Grove Street,

Newton, MA

02466

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 431-9200

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act.

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 per value per share

TTGT

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 7, 2026, TechTarget, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2026, which is posted on the Investor Relations section of the Company's website at www.informatechtarget.com. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Item 2.02 of this Form 8-K (including Exhibit 99.1) is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation by reference language in such filing, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following Exhibit 99.1 relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit

Number

Description

99.1

Press Release dated May 7, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TechTarget, Inc.

Date: May 7, 2026

By:

/s/ Daniel Noreck

Daniel Noreck

Chief Financial Officer and Treasurer

EX-99.1

Filename: ttgt-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Informa TechTarget

May 7, 2026

Informa TechTarget Reports First Quarter 2026 Results

Q1 2026 Financial Results Deliver Year-on-Year Growth

2026 Growth Guidance Reiterated

Newton, MA, May 7, 2026 – TechTarget, Inc. (Nasdaq: TTGT), (“Informa TechTarget” or the “Company”), a leading growth accelerator for the B2B Technology sector, today reports financial results for the first quarter ended March 31, 2026.

Gary Nugent, Chief Executive Officer, Informa TechTarget, said:

“We delivered to plan in the First Quarter - financially, operationally and strategically - growing our Revenues and Adjusted EBITDA, and further simplifying and focusing the business.”

He added: “Our priorities for 2026 are clear: deliver value to our customers and growth for our shareholders. This will give us momentum and put us in a strong position to continue to invest in innovation and build on our core strengths of trusted expertise, proprietary market and permissioned audience data, and a unified portfolio of products with the breadth and scale to deliver for customers across the marketing lifecycle.”

Business Highlights

•

Improving Financial Performance: Q1 2026 revenue of $106.0 million (Q1 2025: $103.9 million), up 2.1% year-over-year, continuing the year-over-year growth trend. Net loss of $70.8 million (net loss margin 66.7%) reduced from $523.4 million in Q1 2025 (net loss margin 503.8%);

•

Adjusted EBITDA and Margin Growth: Q1 2026 Adjusted EBITDA(1) of $7.4 million, up 27.4% year-over-year, with Adjusted EBITDA margin(1) increasing by approximately 1.4 percentage points to 6.9%;

•

Growth Across Key Strategic Priorities: Continuing progress on strategic priorities, including increasing focus on AI enabled solutions, improving buyer and content discoverability, further growth in our major Portfolio accounts and enhanced product capabilities to support customers growth objectives;

•

Continuing Momentum in Membership Activity: The quality of our specialist media brands, unique content and editorial excellence, combined with added focus within our distribution strategies on AI discoverability is delivering further growth in permissioned memberships and overall audience;

•

AI Focused Product Innovations: We continue to invest in product development, ensuring regular enhancements to existing services and the launch of new products to meet evolving client needs. In Q1, this included the launch of AI Visibility and GEO (Generative Engine Optimization) Content Solutions, which help customers better understand how audiences encounter their brand through AI, whilst also helping align forthcoming content plans with the evolving preferences of different AI systems;

•

New Operating and Reporting Segments: Following completion of the Combination Plan in 2025, Informa TechTarget operates through two reportable operating segments - Brand to Demand (“B2D”) and Intelligence & Advisory (“I&A”) – aligning our products to customer outcomes and enhancing reporting transparency;

•

2026 Growth Guidance Reiterated: The Company continues to target full year growth in Revenue and Adjusted EBITDA, with a guidance range for the latter of between $95.0 million and $100.0 million.

Financial Summary

Three Months Ended

($ in thousands)

March 31, 2026

March 31, 2025

% Change

Revenue

Brand to Demand

75,191

71,790

4.7

Intelligence & Advisory

30,857

32,097

(3.9

Total revenue

106,048

103,887

2.1

Net loss

(70,781

)

(523,388

)

n.m.

Net loss margin

(66.7

(503.8

n.m.

Adjusted EBITDA(1)

7,360

5,776

27.4

Adjusted EBITDA margin (%)(1)

6.9

5.6

1.4

(1) Denotes a non-GAAP financial measure. See Non-GAAP Financial Measures below for explanations of these measures and reconciliations to comparable GAAP measures.

First Quarter 2026 Financial Results

Q1 revenues grew 2.1% year-on-year to $106.0 million, extending the positive growth trend delivered through the second half of 2025. This performance was underpinned by good growth in the B2D segment, which was +4.7% year-over-year, with strength across the Demand Generation and Branding product lines. The I&A segment reported a 3.9% revenue reduction in the quarter, primarily due to lower volumes in the go-to-market strategy consulting. Both segments delivered a year-over-year improvement in segment operating income.

Net losses narrowed to $70.8 million (net loss margin 66.7%) compared to $523.4 million for the same period in 2025 (net loss margin 503.8%). This included a $45.0 million technical non-cash goodwill impairment as compared to $459.1 million technical non-cash goodwill impairment in Q1 2025.

Adjusted EBITDA for the quarter was $7.4 million compared to $5.8 million in the same period in 2025, an increase of 27.4% year-over-year. This reflected a combination of operating leverage from the growth in revenues and cost efficiencies from the Combination Plan, which outweighed the impact of increased investment in product development and general cost inflation. Adjusted EBITDA margin improved to 6.9% compared to 5.6% for the same period in the prior year.

The balance sheet remains strong, with $47.7 million in cash and cash equivalents at the end of the first quarter and with less than half ($120.1 million) of the Company’s $250.0 million unsecured five-year revolving credit facility utilized

New Operating and Reporting Segments

Following completion of the Combination Plan, Informa TechTarget now operates through two reportable segments, Brand to Demand (“B2D”) and Intelligence & Advisory (“I&A”).

The B2D segment provides products and services that help clients raise awareness for their brand, establish thought leadership in the marketplace, build consideration and generate demand for sales. Our B2D products and services leverage our deep market expertise and a wealth of proprietary market and permissioned membership data. This enables us to create custom content and analyze purchase intent with precision from actively engaged enterprise technology and business professionals. Our primary clients include product marketers, brand marketers, demand marketers, partner marketers, industry marketers, field marketers and field sales professionals.

The I&A segment provides products and services that inform and shape the corporate strategy, market strategy, product strategy and go-to market strategy of our clients. Our I&A products and services are underpinned by a depth of market expertise and experience and a wealth of proprietary market and permissioned membership data that is used to deliver market intelligence, strategic analysis, go-to-market and other strategic advisory services. Our primary clients are engaged in corporate strategy & development, strategic business development, product management and product marketing.

Reiterated 2026 Growth Outlook

Following the completion of our Combination Plan in 2025, the priority for 2026 is to return Informa TechTarget to growth.

The business has scale and breadth in a $20 billion addressable market, providing an opportunity to establish ourselves as an indispensable partner to the technology industry, and capture an increasing share of customer wallets. This is reflected in our revenue growth ambitions for 2026, which do not assume any improvement in market conditions.

We are reiterating our guidance for Adjusted EBITDA growth to within a range of $95.0 million to $100.0 million, marking a further improvement in our Adjusted EBITDA margin. We expect Q2 2026 to deliver further progress towards achieving these full year targets.

The Company’s financial outlook statements are based on current expectations. The preceding statements are forward-looking, and actual results could differ materially depending on market conditions and the factors set forth under “forward-looking statements” below. The Company has not reconciled its Adjusted EBITDA outlook to GAAP net income (loss) due to the uncertainty and variability of earnings before net interest, income taxes, depreciation and amortization, as further adjusted to exclude stock-based compensation, other income and expenses such as asset impairment and impairment related to goodwill, costs related to mergers, acquisitions or reduction in forces expenses, and foreign exchange gains or losses, if any, which are reconciling items between Adjusted EBITDA and GAAP net income (loss). Because the Company cannot reasonably predict such items, a reconciliation to forecasted GAAP net income (loss) is not available without unreasonable effort. Such items could have a significant impact on the calculation of GAAP net income (loss). For more information, see “Non-GAAP Financial Measures and Key Business Metrics” below.

Conference Call and Webcast

The Company will discuss these financial results in a conference call and webcast on Thursday, May 7, 2026 at 5:00 PM (Eastern Time) which will include brief remarks by management followed by questions and answers.

Those wishing to participate via the webcast should access the call through Informa TechTarget’s investor relations website at investor.informatechtarget.com. Those wishing to participate via telephone may dial in at 1-888-396-8049 (USA) or 1-416-764-8646 (International).

The webcast replay will be available through Informa TechTarget’s investor relations website.

Contacts

Dan Noreck, Chief Financial Officer

investor@informatechtarget.com

Garrett Mann, Corporate Communications

garrett.mann@informatechtarget.com

About Informa TechTarget

Informa TechTarget informs, influences and connects the world’s technology buyers and sellers, helping accelerate growth from R&D to ROI. With a vast reach of over 220 highly targeted technology-specific digital properties and approximately 58 million permissioned first-party audience members, Informa TechTarget has a unique understanding of and insight into the technology market.

Underpinned by those audiences and their intent data, we offer expert-led, data-driven, and digitally enabled services that deliver significant impact and measurable outcomes to our clients.

Informa TechTarget is headquartered in Boston, MA and has offices in 19 global locations. For more information, visit informatechtarget.com and follow us on LinkedIn

Non-GAAP Financial Measures and Key Business Metrics

This release and the accompanying tables include a discussion of Adjusted EBITDA, Adjusted EBITDA Margin, Net Loss Margin, Adjusted Free Cash Flow, Free Cash Flow, Net Debt and Segment Operating Income, all of which are non-GAAP financial measures which are provided as a complement to results provided in accordance with GAAP.

“Adjusted EBITDA” means earnings before net interest, income taxes, depreciation and amortization, as further adjusted to exclude stock-based compensation, other income and expenses such as asset impairment and impairment related to goodwill, costs related to mergers, acquisitions or reduction in forces expenses, and foreign exchange gains or losses, if any. As of the second quarter 2025, we have revised our Adjusted EBITDA calculation to exclude the effects of foreign exchange gains and losses, if any, and we have recast comparative prior period amounts accordingly.

“Adjusted EBITDA Margin” means Adjusted EBITDA divided by Revenue.

“Adjusted Free Cash Flow” means the change in net cash provided by (used in) operating activities less capital expenditures, further adjusted to add back restructuring costs (not including stock-based compensation costs), costs related to acquisitions of businesses, net of cash required, and expenses related to acquisition and integration costs.

“Free Cash Flow” means the change in net cash provided by (used in) operating activities less capital expenditures.

“Net Debt” at a period end means cash, cash equivalents and short-term investments less financial debt obligations including related party revolving lines of credit.

“Total Segment Operating Income” means the total income generated from each of the segments less costs attributable to the segments prior to allocating corporate level expenses, interest, and taxes.

These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. In addition, our definitions of Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Free Cash Flow, Free Cash Flow, Net Debt and Segment Operating Income, may not be comparable to the definitions as reported by other companies. We believe that these measures provide relevant and useful information to enable us and investors to compare our operating performance, and financial position in the case of net debt, using an additional measurement. We use these measures in our internal management reporting and planning process as primary measures to evaluate the operating performance of our business, as well as potential acquisitions.

The components of Adjusted EBITDA include the key revenue and expense items for which our operating managers are responsible and upon which we evaluate their performance. Adjusted EBITDA is also used in presentations to our Board of Directors. Furthermore, we intend to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting. A reconciliation of these non-GAAP measures to GAAP is provided in the accompanying tables, except that full reconciliations of certain forward-looking non-GAAP measures are not provided because the Company is unable to provide such reconciliations without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence and financial impact of certain significant items. These items include, but are not limited to, acquisition and integration costs, amortization of intangible assets, restructuring and other expenses, asset impairment, and the income tax effect of these items. These items are uncertain, depend on various factors, including, but not limited to, our recent acquisition of Former TechTarget and could have a material impact on GAAP reported results for the relevant period.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements”. All statements, other than historical facts, are forward-looking statements, including: statements regarding the expected benefits of the transactions consummated on December 2, 2024 (the “Closing Date”) pursuant to the Agreement and Plan of Merger, dated as of January 10, 2024, among TechTarget Holdings Inc. (formerly known as TechTarget, Inc. (“Former TechTarget”)), Informa TechTarget, Toro Acquisition Sub, LLC, Informa PLC, Informa US Holdings Limited, and Informa Intrepid Holdings Inc. (the “Transactions”), such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profile, business plans, expanded portfolio and financial strength; the competitive ability and position of Informa TechTarget; legal, economic, and regulatory conditions; our future business strategy, plans, market growth and our objectives for future operations; our future results of operations and financial position and guidance for 2026; our competitive market position within our industry; the effectiveness of our restructuring and workforce reduction program; the continued remediation of material weaknesses in our internal control over financial reporting; and any assumptions underlying any of the foregoing. 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 Informa TechTarget’s 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; uncertainty regarding the expected financial performance of Informa TechTarget; failure to realize the anticipated benefits of the Transactions, including as a result of integrating the Informa Tech Digital Businesses with the business of Former TechTarget; the ability of Informa TechTarget to implement its business strategy; difficulties and delays in Informa TechTarget 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; Informa TechTarget’s ability to meet expectations regarding the accounting and tax treatments of the Transactions; market acceptance of Informa TechTarget’s products and services; the impact of pandemics and future health epidemics and any related economic downturns on Informa TechTarget and the markets in which it and its customers operate; changes in economic or regulatory conditions or other trends affecting the internet, internet advertising and information technology 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 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 the operating results of Informa TechTarget; and other matters included in Risk Factors of Informa TechTarget’s Form 10-K for fiscal year 2024 (filed with the United States Securities and Exchange Commission (the “SEC”) on May 28, 2025) and other documents filed by Informa TechTarget from time to time with the SEC. This summary of risks and uncertainties should not be considered to be a complete statement of all potential risks and uncertainties that may affect Informa TechTarget. 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, Informa TechTarget’s 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 press release.

Any forward-looking statements speak only as of the date of this press release. None of Informa TechTarget, its 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. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

TechTarget, Inc.

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

March 31, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

47,711

40,626

Accounts receivable, net of allowance for credit losses of $1,019 and $1,168 respectively

66,370

83,819

Related party receivables

5,952

4,019

Prepaid taxes

11,379

11,329

Prepaid expenses and other current assets

16,535

15,592

Total current assets

147,947

155,385

Non-current assets:

Property and equipment, net

1,580

2,299

Goodwill

1,077

45,550

Intangible assets, net

705,552

725,525

Operating lease right-of-use assets

16,644

3,178

Deferred tax assets

3,373

3,360

Other non-current assets

1,687

2,011

Total non-current assets

729,913

781,923

Total assets

877,860

937,308

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

12,570

21,160

Related party payables

8,067

5,671

Contract liabilities

55,597

50,526

Operating lease liabilities

5,585

3,112

Accrued expenses and other current liabilities

17,899

22,572

Accrued compensation expenses

24,054

19,037

Income taxes payable

3,665

4,349

Contingent consideration

707

190

Total current liabilities

128,144

126,617

Non-current liabilities:

Operating lease liabilities

9,316

1,426

Other liabilities

6,265

6,008

Related party long-term debt

120,091

106,714

Deferred tax liabilities

88,985

100,664

Contingent consideration

513

1,260

Total non-current liabilities

225,170

216,072

Total liabilities

353,314

342,689

Stockholders’ equity:

Common stock, $0.001 par value; 250,000,000 shares authorized; 72,313,935 shares issued and 72,296,645 shares outstanding at March 31, 2026; 72,308,235 shares issued and 72,291,454 shares outstanding at December 31, 2025

Treasury stock, at cost; 17,290 and 16,781 shares at March 31, 2026 and December 31, 2025, respectively

(705

)

(689

)

Additional paid-in capital

1,649,983

1,647,840

Accumulated deficit

(1,155,024

)

(1,084,243

)

Accumulated other comprehensive income

30,220

31,639

Total stockholders’ equity

524,546

594,619

Total liabilities and stockholders’ equity

877,860

937,308

TechTarget, Inc.

Unaudited Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

(in thousands, except per share data)

For the Three Months Ended

March 31, 2026

March 31, 2025

Revenues1

106,048

103,887

Cost of revenues1,2

(48,026

)

(44,160

)

Gross profit

58,022

59,727

Operating expenses:

Selling and marketing2

33,427

33,310

General and administrative1,2

18,830

24,284

Product development2

3,663

2,789

Depreciation

714

532

Amortization, excluding amortization of $3,116, and $2,473 included in cost of revenues

21,937

23,288

Impairment of goodwill

45,006

459,100

Restructuring expense (income)

(455

)

—

Acquisition and integration costs1

15,822

9,328

Remeasurement of contingent consideration

Total operating expenses

138,980

552,631

Operating loss

(80,958

)

(492,904

)

Related party interest expense

(2,134

)

(1,813

)

Interest income

826

Other income (expense), net

900

(3,094

)

Loss before provision for income taxes

(82,140

)

(496,985

)

Income tax benefit (provision)

11,359

(26,403

)

Net loss

(70,781

)

(523,388

)

Other comprehensive income (loss), net of tax:

Foreign currency translation gain (loss)

(1,419

)

3,990

Total comprehensive loss

(72,200

)

(519,398

)

Net loss per common share:

Basic

(0.98

)

(7.32

)

Diluted

(0.98

)

(7.32

)

Weighted average common shares outstanding:

Basic

72,293,292

71,465,493

Diluted

72,293,292

71,465,493

(1) Amounts include related party transactions as follows:

Revenues

208

224

Cost of revenues

277

General and administrative

5,773

6,279

Acquisition and integration costs

991

(2) Amounts include stock-based compensation expense as follows:

Cost of revenues

301

308

Selling and marketing

1,331

2,757

General and administrative

394

711

Product development

117

183

TechTarget, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

For the Three Months Ended

March 31,

2026

2025

Operating Activities:

Net loss

(70,781

)

(523,388

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation

714

532

Amortization

25,053

25,761

Allowance for credit losses

312

Operating lease expense

1,040

1,337

Stock-based compensation

2,143

3,959

Deferred tax provision

(11,679

)

(26,436

)

Impairment of goodwill

45,006

459,100

Fair value adjustment to debt

—

1,324

Loss on disposal of intangibles

218

—

Loss on disposal of property, plant and equipment

Net foreign exchange (gain)/loss

(2,314

)

2,976

Remeasurement of contingent consideration

—

Other

—

(332

)

Changes in operating assets and liabilities (net of the impact of acquisitions):

Accounts receivable

17,284

11,455

Prepaid expenses and other current assets

(2,886

)

(2,400

)

Related party receivables

(1,948

)

(2,177

)

Accounts payable

(8,603

)

(1,722

)

Income taxes payable

(622

)

52,969

Accrued expenses and other current liabilities

(4,867

)

(6,313

)

Accrued compensation expenses

5,110

(2,277

)

Operating lease liabilities with right of use

(1,999

)

(1,672

)

Contract liabilities

5,009

9,138

Contingent consideration

(43

)

—

Other assets (liabilities)

245

287

Related party payables

3,758

9,796

Net cash provided by (used in) operating activities

(57

)

12,235

Investing activities:

Purchases of property and equipment, and other capitalized assets

(53

)

(30

)

Purchases of intangible assets

(4,338

)

(4,383

)

Purchase of investments

—

(291

)

Acquisitions of businesses, net of acquired cash

(1,536

)

—

Sale of investments

—

76,795

Net cash provided by (used in) investing activities

(5,927

)

72,091

Financing activities:

Tax withholdings related to net share settlements

(16

)

—

Proceeds from related party long term debt

13,377

135,000

Contingent consideration settlement

(246

)

—

Repayment of convertible notes

—

(417,033

)

Net cash provided by (used in) financing activities

13,115

(282,033

)

Effect of exchange rate changes on cash and cash equivalents

(46

)

380

Net increase (decrease) in cash and cash equivalents

7,085

(197,327

)

Cash and cash equivalents at December 31

40,626

275,983

Cash and cash equivalents at March 31

47,711

78,656

Supplemental disclosure of cash flow information:

Cash paid for taxes, net

744

Cash paid for interest on related party long term debt

1,844

1,716

TechTarget, Inc.

Reconciliation of Net Loss to Adjusted EBITDA and Net Loss Margin to Adjusted EBITDA Margin

($ in thousands)

For Three Months Ended

March 31,

2026

2025

Revenues

106,048

103,887

Net loss

(70,781

)

(523,388

)

Interest (income) expense, net

2,101

1,030

Provision (benefit) for income taxes

(11,359

)

26,403

Depreciation

714

532

Amortization

25,053

25,761

EBITDA

(54,272

)

(469,662

)

Stock-based compensation

2,143

3,959

Other (income) expense, net

(920

)

3,051

Impairment of goodwill

45,006

459,100

Restructuring Costs

(455

)

—

Acquisition and integration costs

15,822

9,328

Remeasurement of contingent consideration

—

Adjusted EBITDA

7,360

5,776

Net loss margin

(66.7

(503.8

Adjusted EBITDA margin

6.9

5.6

TechTarget, Inc.

Reconciliation of Net cash provided by (used in) operating activities to Free Cash Flow and Adjusted Free Cash Flow

($ in thousands)

For the Three Months Ended March 31,

2026

2025

Net cash provided by (used in) operating activities

(57

)

12,235

Purchases of property and equipment, and other capitalized assets

(53

)

(30

)

Purchases of intangible assets

(4,338

)

(4,383

)

Free Cash Flow

(4,448

)

7,822

Restructuring costs

1,936

—

Acquisition and integration costs

15,822

9,328

Acquisitions of business, net of acquired cash

1,536

—

Adjusted Free Cash Flow

14,846

17,150

TechTarget, Inc.

Segment Information

($ in thousands)

Three Months Ended March 31, 2026

Three Months Ended March 31, 2025

Brand to Demand

Intelligence & Advisory

Total Segments

Brand to Demand

Intelligence & Advisory

Total Segments

Revenue

75,191

30,857

106,048

71,790

32,097

103,887

Direct expenses (1)

(13,712

)

(1,940

)

(15,652

)

(11,812

)

(3,019

)

(14,831

)

Indirect expenses (2)

(26,148

)

(19,262

)

(45,410

)

(26,417

)

(20,015

)

(46,432

)

Segment operating income

35,331

9,655

44,986

33,561

9,063

42,624

Unallocated expenses:

Unallocated direct expenses (3)

(3,023

)

(1,079

)

Unallocated indirect expenses (4)

(37,636

)

(40,239

)

Depreciation

(638

)

(299

)

Amortization

(24,238

)

(25,483

)

Impairment of goodwill

(45,006

)

(459,100

)

Restructuring costs

455

—

Acquisition and integration costs

(15,822

)

(9,328

)

Remeasurement of contingent consideration

(36

)

—

Reported operating loss

(80,958

)

(492,904

)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Three Months Ended December 31, 2025

Brand to Demand

Intelligence & Advisory

Total Segments

Brand to Demand

Intelligence & Advisory

Total Segments

Brand to Demand

Intelligence & Advisory

Total Segments

Revenue

87,361

32,584

119,945

91,499

30,787

122,286

100,497

40,176

140,673

Direct expenses (1)

(16,249

)

(2,721

)

(18,970

)

(13,456

)

(2,407

)

(15,863

)

(19,146

)

(8,072

)

(27,218

)

Indirect expenses (2)

(23,906

)

(20,350

)

(44,256

)

(25,851

)

(19,588

)

(45,439

)

(19,583

)

(16,476

)

(36,059

)

Segment operating income

47,206

9,513

56,719

52,192

8,792

60,984

61,768

15,628

77,396

Unallocated expenses:

Unallocated direct expenses (3)

(4,825

)

(3,018

)

(3,314

)

Unallocated indirect expenses (4)

(39,253

)

(39,101

)

(35,848

)

Depreciation

(300

)

(304

)

(562

)

Amortization

(25,571

)

(25,547

)

(25,188

)

Impairment of goodwill

(382,248

)

(80,252

)

(9,900

)

Restructuring costs

—

(12,412

)

(2,243

)

Acquisition and integration costs

(14,811

)

(8,204

)

(14,221

)

Remeasurement of contingent consideration

—

(925

)

Reported operating loss

(410,289

)

(107,854

)

(14,805

)

1 Direct expenses in both operating segments represent costs directly incurred in generating revenues, including editorial and consulting costs, third-party and advertising spend, freelance contractor expenses, website hosting and other direct IT costs, sales commissions, event and venue expenses, directly attributable travel and related costs, and bad debt provisions.

2 Indirect expenses in both operating segments reflect costs not directly attributable to revenue generation. These consist primarily of salaries and other personnel-related costs, office and facility expenses and related overheads, accounting, legal and other professional fees, product development expenditure, and amortization and depreciation attributable to the segments.

3 Unallocated Direct expenses include selected marketing and promotional costs, commissions, travel and entertainment expenses, bad debt provisions, and other similar items that are not attributable to individual operating segments. Accordingly, these expenses are excluded from the assessment of segment performance.

4 Unallocated Indirect expenses primarily include personnel and related costs of central functions, facility and related overhead expenses, and accounting, legal, and other professional fees. These costs are not considered in assessing operating segment performance.

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