Form 8-K

8-K — TechTarget, Inc.

Accession: 0001193125-26-338041

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0002018064

SIC: 4822 (TELEGRAPH & OTHER MESSAGE COMMUNICATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ttgt-20260806.htm (Primary)

EX-99.1 (ttgt-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ttgt-20260806.htm · Sequence: 1

8-K

0002018064false00020180642026-08-062026-08-06

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): August 6, 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 August 6, 2026, TechTarget, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 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 August 6, 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: August 6, 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

August 6, 2026

Informa TechTarget Reports Second Quarter 2026 Results

Continued Strategic Progress in Q2 2026

2026 Growth Guidance Reiterated

Newton, MA, August 6, 2026 – TechTarget, Inc. (Nasdaq: TTGT), (“Informa TechTarget” or the “Company”), an indispensable partner for B2B intelligence, media and marketing solutions, today reports financial results for the second quarter ended June 30, 2026.

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

“We remain focused on our growth initiatives and are committed to delivering year-over-year growth in 2026. While customer spending reflects a challenging market backdrop, the fundamentals of our business continue to strengthen. Our opportunity pipeline is expanding significantly as we focus our go-to-market efforts on our largest customers and our highest growth markets.”

He added: “As we move through the second half our focus is on converting this growing pipeline, further enhancing our product portfolio, and driving profitable growth through the operating leverage inherent in our business model.”

Business Highlights

•

Financial Performance: Broadly flat year-over-year revenues in the first half of 2026, reflecting continuing delivery of our strategy in a subdued market. Within this, Q2 2026 revenue was $116.1 million (Q2 2025: $119.9 million), down 3.2% year-over-year, and with a net loss of $21.7 million (net loss margin 18.7%) reduced from $398.7 million in Q2 2025 (net loss margin 332.4%);

•

Adjusted EBITDA margin stable: Q2 2026 Adjusted EBITDA(1) of $15.1 million (Q2 2025: $17.3 million), up from $7.4 million in Q1 2026, delivering an Adjusted EBITDA margin(1) of 13.0% (Q2 2025: 14.4%). First half Adjusted EBITDA margin broadly consistent year-over-year with product investment and inflation largely offset by cost savings and synergies;

•

Commercial Momentum: Our strategy to focus on our largest customers and highest growth markets is delivering positive results, including year on year revenue growth in those areas and expanding pipeline opportunities;

•

New Product launches and Partnership Momentum: BrightTALK Nurture as a Service, Netline HQL, Studio AI Visibility Audit, GEO topic planner, Demandbase for Demand Marketers and Sherpa for Partner Marketers are just some of the initiatives launched in the first half, broadening the Company's growth opportunities and value proposition;

•

AI Innovation: Expanded AI-enabled offerings with new search and intent intelligence capabilities designed to improve audience engagement, content discovery, and enhanced integrations via our first commercially available MCP;

•

Audience and Membership Growth: Active membership and activity of members continued to grow year on year despite traffic disruption, supported by specialist media brands, editorial relevance, and ongoing focus on distribution and AI visibility;

•

Balance Sheet Strength: Cash and cash equivalents of $45.8 million at period end, with $120.1 million of the Company’s $250 million unsecured five-year revolving credit facility utilized;

•

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

Financial Summary

For the Three Months Ended June 30,

For the Six Months Ended June 30,

($ in thousands)

2026

2025

% Change

2026

2025

% Change

Revenue

Brand to Demand

85,866

87,361

(1.7

161,057

159,151

1.2

Intelligence & Advisory

30,282

32,582

(7.1

61,139

64,679

(5.5

Total revenue

116,148

119,943

(3.2

222,196

223,830

(0.7

Net loss

(21,735

)

(398,662

)

n.m.

(92,516

)

(922,050

)

n.m.

Net loss margin

(18.7

(332.4

n.m.

(41.6

(411.9

n.m.

Adjusted EBITDA(1)

15,053

17,309

(13.0

22,413

23,085

(2.9

Adjusted EBITDA margin (%)(1)

13.0

14.4

(1.5

10.1

10.3

(0.2

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

Second Quarter and First Half 2026 Financial Results

First half year revenues were $222.2 million, broadly flat (-0.7%) compared to the prior year, reflecting modest year-over-year growth in the first quarter (+2.1%) followed by a modest decline (-3.2%) against the stronger comparative in the second quarter. Q2 revenues were $116.1 million (Q2 2025: $119.9 million). The market backdrop has created some challenges in the month-by-month revenue performance with customers taking longer to make decisions and commit to sales and marketing expenditures. Against this backdrop, we continue to focus on improving our market proposition, investing in our products and services across the product lifecycles, differentiating our offer to customers and positioning the Company to take advantage of any improvement in the market environment. Over the first half-year, revenue in the B2D segment grew by +1.2% year-over-year while the I&A segment reported a decline of -5.5% primarily due to lower consulting revenues.

Net losses in the second quarter narrowed to $21.7 million (net loss margin 18.7%) compared to $398.7 million for the same period in 2025 (net loss margin 332.4%). This included no technical non-cash goodwill impairment in Q2 2026, which was down from $382.2 million in Q2 2025. On a first half basis, net loss improved to $92.5 million (net loss margin 41.6%) compared to $922.1 million (net loss margin 411.9%) in the prior-year period, primarily reflecting a substantially lower non-cash goodwill impairment charge, ongoing realization of merger-related cost synergies, and disciplined cost management.

For the first half, Adjusted EBITDA was broadly flat year-on-year at $22.4 million (H1 2025: $23.1 million). Adjusted EBITDA for the second quarter was $15.1 million, down from $17.3 million for the same period in 2025 reflecting a combination of increased product investment and general cost inflation being partly offset by cost synergies. The Adjusted EBITDA margin remained stable at 10.1% for the first half year compared to 10.3% for the same period in the prior year.

The balance sheet remains strong, with $45.8 million in cash and cash equivalents at the end of the second quarter and with $120.1 million of the Company’s $250 million unsecured five-year revolving credit facility utilized.

Reiterated 2026 Growth Outlook

The Company remains focused on its strategy and continues to target full year growth in Revenue, and Adjusted EBITDA in the range of $95 million and $100 million.

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, August 6, 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 1-877-407-6184 (USA) or 1-201-389-0877 (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 59 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; 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 and guidance for 2026; our future business strategy, plans, market growth and our objectives for future operations; the effectiveness of our restructuring and workforce reduction program; 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 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 such as inflationary pressures and geopolitical tensions including war; 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 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 2025 (filed with the United States Securities and Exchange Commission (the “SEC”) on March 11, 2026) 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)

June 30, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

45,820

40,626

Accounts receivable, net of allowance for credit losses of $1,378 and $1,168 respectively

70,785

83,819

Related party receivables

1,359

4,019

Prepaid taxes

11,450

11,329

Prepaid expenses and other current assets

14,746

15,592

Total current assets

144,160

155,385

Non-current assets:

Property and equipment, net

2,717

2,299

Goodwill

1,094

45,550

Intangible assets, net

684,517

725,525

Operating lease right-of-use assets

16,016

3,178

Deferred tax assets

3,364

3,360

Other non-current assets

1,575

2,011

Total non-current assets

709,283

781,923

Total assets

853,443

937,308

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

18,006

21,160

Related party payables

5,051

5,671

Contract liabilities

62,522

50,526

Operating lease liabilities

2,434

3,112

Accrued expenses and other current liabilities

15,300

22,572

Accrued compensation expenses

17,672

19,037

Income taxes payable

3,662

4,349

Contingent consideration

710

190

Total current liabilities

125,357

126,617

Non-current liabilities:

Operating lease liabilities

9,136

1,426

Other liabilities

6,269

6,008

Related party long-term debt

120,091

106,714

Deferred tax liabilities

85,219

100,664

Contingent consideration

515

1,260

Total non-current liabilities

221,230

216,072

Total liabilities

346,587

342,689

Stockholders’ equity:

Common stock, $0.001 par value; 250,000,000 shares authorized; 72,346,562 shares issued and 72,328,574 shares outstanding at June 30, 2026; 72,308,235 shares issued and 72,291,454 shares outstanding at December 31, 2025

Treasury stock, at cost; 17,988 and 16,781 shares at June 30, 2026 and December 31, 2025, respectively

(715

)

(689

)

Additional paid-in capital

1,652,387

1,647,840

Accumulated deficit

(1,176,759

)

(1,084,243

)

Accumulated other comprehensive income

31,871

31,639

Total stockholders’ equity

506,856

594,619

Total liabilities and stockholders’ equity

853,443

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

For the Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Revenues1

116,148

119,943

222,196

223,830

Cost of revenues1,2

(51,665

)

(51,164

)

(99,691

)

(95,324

)

Gross profit

64,483

68,779

122,505

128,506

Operating expenses:

Selling and marketing2

29,672

37,063

63,099

70,373

General and administrative1,2

21,899

18,921

40,729

43,205

Product development2

3,356

2,596

7,019

5,385

Depreciation

419

531

1,133

1,063

Amortization, excluding amortization of $3,206, $2,950, $6,322, and $5,423 included in cost of revenues

22,619

22,898

44,556

46,186

Impairment of goodwill

—

382,248

45,006

841,348

Restructuring expense (income)

—

(382

)

—

Acquisition and integration costs1

8,526

14,811

24,348

24,139

Remeasurement of contingent consideration

—

Total operating expenses

86,564

479,068

225,544

1,031,699

Operating loss

(22,081

)

(410,289

)

(103,039

)

(903,193

)

Related party interest expense

(2,166

)

(2,815

)

(4,300

)

(4,628

)

Interest income

103

888

Other income (expense), net

451

(5,222

)

1,351

(8,316

)

Loss before provision for income taxes

(23,745

)

(418,264

)

(105,885

)

(915,249

)

Income tax benefit (provision)

2,010

19,602

13,369

(6,801

)

Net loss

(21,735

)

(398,662

)

(92,516

)

(922,050

)

Other comprehensive income (loss), net of tax:

Foreign currency translation gain (loss)

1,651

6,768

232

10,758

Total comprehensive loss

(20,084

)

(391,894

)

(92,284

)

(911,292

)

Net loss per common share:

Basic

(0.30

)

(5.58

)

(1.28

)

(12.90

)

Diluted

(0.30

)

(5.58

)

(1.28

)

(12.90

)

Weighted average common shares outstanding:

Basic

72,308,647

71,487,725

72,301,012

71,476,670

Diluted

72,308,647

71,487,725

72,301,012

71,476,670

(1) Amounts include related party transactions as follows(a):

Revenues

347

107

571

Cost of revenues

323

600

General and administrative

5,406

4,917

11,179

10,294

Acquisition and integration costs

969

5,126

1,960

5,353

Other income (expense), net

1,775

—

1,775

—

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

Cost of revenues

293

426

594

734

Selling and marketing

1,391

2,776

2,722

5,533

General and administrative

484

773

878

1,484

Product development

122

185

239

368

TechTarget, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

For the Six Months Ended

June 30,

2026

2025

Operating Activities:

Net loss

(92,516

)

(922,050

)

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

Depreciation

1,133

1,063

Amortization

50,878

51,609

Allowance for credit losses

438

965

Operating lease expense

2,182

2,520

Stock-based compensation

4,433

8,119

Deferred tax provision

(15,445

)

(24,302

)

Impairment of goodwill

45,006

841,348

Fair value adjustment to debt

—

1,323

Gain on sale of intangible assets to related party

(1,775

)

—

Loss on disposal of intangibles

899

—

Loss on disposal of property, plant and equipment

461

Net foreign exchange (gain)/loss

(848

)

7,849

Remeasurement of contingent consideration

—

Other

—

(333

)

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

Accounts receivable

12,399

1,567

Prepaid expenses and other current assets

(1,038

)

(1,227

)

Related party receivables

2,659

(3,855

)

Accounts payable

(3,148

)

(602

)

Income taxes payable

(639

)

29,466

Accrued expenses and other current liabilities

(7,277

)

(7,784

)

Accrued compensation expenses

(1,290

)

2,433

Operating lease assets and liabilities with right of use

(5,846

)

(2,994

)

Contract liabilities

11,887

15,152

Contingent consideration

(43

)

—

Other assets (liabilities)

239

257

Related party payables

514

13,177

Net cash provided by operating activities

3,299

13,706

Investing activities:

Purchases of property and equipment, and other capitalized assets

(2,068

)

(81

)

Purchases of intangible assets

(9,333

)

(8,488

)

Purchase of investments

—

(291

)

Sale of assets to related party

1,775

—

Acquisitions of businesses, net of acquired cash

(1,536

)

—

Sale of investments

—

76,795

Net cash provided by (used in) investing activities

(11,162

)

67,935

Financing activities:

Tax withholdings related to net share settlements

(26

)

—

Proceeds from related party long term debt

13,377

135,000

Contingent consideration settlement

(246

)

—

Proceeds from sale of common stock under employee stock purchase program

114

—

Repayment of related party long term debt

—

(15,000

)

Repayment of convertible notes

—

(417,033

)

Net cash provided by (used in) financing activities

13,219

(297,033

)

Effect of exchange rate changes on cash and cash equivalents

(162

)

1,141

Net increase (decrease) in cash and cash equivalents

5,194

(214,251

)

Cash and cash equivalents at December 31

40,626

275,983

Cash and cash equivalents at June 30

45,820

61,732

Supplemental disclosure of cash flow information:

Cash paid for taxes, net

2,154

817

Cash paid for interest on related party long term debt

3,934

4,376

TechTarget, Inc.

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

($ in thousands)

For the Three Months Ended

June 30,

For the Six Months Ended

June 30,

2026

2025

2026

2025

Revenues

116,148

119,943

222,196

223,830

Net loss

(21,735

)

(398,662

)

(92,516

)

(922,050

)

Interest (income) expense, net

2,166

2,745

4,267

3,775

Provision (benefit) for income taxes

(2,010

)

(19,602

)

(13,369

)

6,801

Depreciation

419

531

1,133

1,063

Amortization

25,825

25,848

50,878

51,609

EBITDA

4,665

(389,140

)

(49,607

)

(858,802

)

Stock-based compensation

2,290

4,160

4,433

8,119

Other (income) expense, net

(501

)

5,230

(1,421

)

8,281

Impairment of goodwill

—

382,248

45,006

841,348

Restructuring Costs

—

(382

)

—

Acquisition and integration costs

8,526

14,811

24,348

24,139

Remeasurement of contingent consideration

—

Adjusted EBITDA

15,053

17,309

22,413

23,085

Net loss margin

(18.7

(332.4

(41.6

(411.9

Adjusted EBITDA margin

13.0

14.4

10.1

10.3

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 Six Months Ended June 30,

2026

2025

Net cash provided by operating activities

3,299

13,706

Purchases of property and equipment, and other capitalized assets

(2,068

)

(81

)

Purchases of intangible assets

(9,333

)

(8,488

)

Free Cash Flow

(8,102

)

5,137

Restructuring costs

2,177

—

Acquisition and integration costs

24,348

24,139

Acquisitions of business, net of acquired cash

1,536

—

Adjusted Free Cash Flow

19,959

29,276

TechTarget, Inc.

Segment Information

($ in thousands)

Three Months Ended June 30, 2026

Three Months Ended June 30, 2025

Six Months Ended June 30, 2026

Six Months Ended June 30, 2025

Brand to Demand

Intelligence & Advisory

Total Segments

Brand to Demand

Intelligence & Advisory

Total Segments

Brand to Demand

Intelligence & Advisory

Total Segments

Brand to Demand

Intelligence & Advisory

Total Segments

Revenue

85,866

30,282

116,148

87,361

32,582

119,943

161,057

61,139

222,196

159,151

64,679

223,830

Direct expenses (1)

(16,268

)

(2,806

)

(19,074

)

(16,249

)

(2,721

)

(18,970

)

(29,980

)

(4,746

)

(34,726

)

(28,061

)

(5,740

)

(33,801

)

Indirect expenses (2)

(28,205

)

(19,736

)

(47,941

)

(30,416

)

(20,348

)

(50,764

)

(56,148

)

(38,998

)

(95,146

)

(62,329

)

(40,363

)

(102,692

)

Segment operating income

41,393

7,740

49,133

40,696

9,513

50,209

74,929

17,395

92,324

68,761

18,576

87,337

Unallocated expenses:

Unallocated direct expenses (3)

(4,739

)

(4,825

)

(7,762

)

(5,904

)

Unallocated indirect expenses (4)

(31,968

)

(32,742

)

(67,809

)

(67,485

)

Depreciation

(337

)

(301

)

(975

)

(600

)

Amortization

(25,571

)

(25,571

)

(49,809

)

(51,054

)

Impairment of goodwill

—

(382,248

)

(45,006

)

(841,348

)

Restructuring costs

(73

)

—

382

—

Acquisition and integration costs

(8,526

)

(14,811

)

(24,348

)

(24,139

)

Remeasurement of contingent consideration

—

(36

)

—

Reported operating loss

(22,081

)

(410,289

)

(103,039

)

(903,193

)

Three Months Ended March 31, 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

71,790

32,097

103,887

91,499

30,787

122,286

100,498

40,177

140,675

Direct expenses (1)

(11,812

)

(3,019

)

(14,831

)

(13,456

)

(2,407

)

(15,863

)

(19,146

)

(8,072

)

(27,218

)

Indirect expenses (2)

(31,913

)

(20,015

)

(51,928

)

(34,486

)

(19,588

)

(54,074

)

(25,444

)

(16,475

)

(41,919

)

Segment operating income

28,065

9,063

37,128

43,557

8,792

52,349

55,908

15,630

71,538

Unallocated expenses:

Unallocated direct expenses (3)

(1,079

)

(3,018

)

(3,314

)

Unallocated indirect expenses (4)

(34,743

)

(30,466

)

(29,990

)

Depreciation

(299

)

(304

)

(562

)

Amortization

(25,483

)

(25,547

)

(25,188

)

Impairment of goodwill

(459,100

)

(80,252

)

(9,900

)

Restructuring costs

—

(12,412

)

(2,243

)

Acquisition and integration costs

(9,328

)

(8,204

)

(14,221

)

Remeasurement of contingent consideration

—

(925

)

Reported operating loss

(492,904

)

(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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