TTGT

EX-99.1

2 ttgt-ex99_1.htm

EX-99.1

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 Pla

8-K

0002018064false00020180642026-03-112026-03-11

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): March 11, 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 March 11, 2026, TechTarget, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2025, 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 5.08 Shareholder Director Nominations. The Board of Directors of the Company (the “Board”) has established June 11, 2026, as the date of the 2026 Annual Meeting of Stockholders of the Company (the “2026 Annual Meeting”). Because the date of the 2026 Annual Meeting has been advanced by more than thirty (30) days from the anniversary of the Company’s 2025 Annual Meeting of Stockholders, the Company is hereby informing its stockholders of the 2026 Annual Meeting date and providing information on the due date for the submission of any stockholder proposals or stockholder director nominations. The record date, time and location of the 2026 Annual Meeting will be set forth in the Company’s proxy statement for the 2026 Annual Meeting. In order for a stockholder proposal or stockholder nomination for director to be considered for inclusion in the proxy materials, including pursuant to Rule 14a-8 under the Exchange Act, such proposals must be received at the Company’s principal executive offices no later than March 21, 2026, which is the tenth day following the public announcement of the date of the 2026 Annual Meeting and which the Company has determined to be a reasonable time before it expects to print and send its proxy materials. In accordance with the Company’s Amended and Restated Bylaws, if a stockholder of the Company intends to nominate a person for election to the Board at the 2026 Annual Meeting or intends to submit a proposal regarding any other matter of business at the 2026 Annual Meeting, but does not intend for such proposal to be included in the 2026 Proxy Statement, notice of any such nominations or other business must be received by the Corporate Secretary no later than March 21, 2026, which is the tenth day following the public announcement of the date of the 2026 Annual Meeting. In addition to satisfying the advance notice requirements described above and in the Company’s Amended and Restated Bylaws, to comply with th

8-K

false000201806400020180642025-11-102025-11-10

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): November 10, 2025 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 November 10, 2025, TechTarget, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2025, 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 November 10, 2025.

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: November 10, 2025

By:

/s/ Daniel Noreck

Daniel Noreck

Chief Financial Officer and Treasurer

8-K

0002018064false00020180642025-08-122025-08-12

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 12, 2025 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 12, 2025, TechTarget, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2025, 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 12, 2025.

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 12, 2025

By:

/s/ Daniel Noreck

Daniel Noreck

Chief Financial Officer and Treasurer

8-K

0002018064falseTechTarget, Inc.00020180642025-07-222025-07-22

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): July 22, 2025

TECHTARGET, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-42428

99-2218610

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

275 Grove Street

Newton, Massachusetts

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: ☐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 Par Value

TTGT

Nasdaq Global Select 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 July 22, 2025, TechTarget, Inc. (the "Company") issued a press release providing an update on its business ahead of Informa PLC’s ("Informa") Half-Year Results, which were published on July 23, 2025 and included its consolidation of the Company. 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 5.07 Submission of Matters to a Vote of Security Holders. On July 24, 2025, the Company held its 2025 Annual Meeting of Stockholders ("Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on four proposals, each of which is further described in the Company's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 10, 2025 (the "Proxy Statement"). Of the 71,489,000 shares of the Company's Common Stock ("Common Stock") issued and outstanding as of the close of business on May 30, 2025, the record date for the determination of stockholders entitled to vote at the Annual Meeting, holders of 68,208,118 shares (or approximately 95%) of Common Stock were present or represented by proxy at the Annual Meeting. Below are the voting results for the proposals submitted to the Company's stockholders for a vote at the Annual Meeting.

Proposal No. 1 - The Company's stockholders elected all of the director nominees named below and in the Proxy Statement to the Company’s Board of Directors (the “Board”) for a term expiring at the Company’s 2026 annual meeting of stockholders and until such director's successor is duly elected and qualified or until such director's earlier death, resignation or removal, as set forth below:

Director Nominee

For

Against

Abstain

Broker Non-Votes

Sally Ashford

55,051,879

9,398,293

2,655

3,755,291

Stephen A. Carter

54,742,983

9,683,900

25,944

3,755,291

David Flaschen

63,798,754

651,418

2,655

3,755,291

M. Sean Griffey

58,234,538

6,215,634

2,655

3,755,291

Don Hawk

58,235,260

6,214,937

2,630

3,755,291

Mary McDowell

62,920,110

1,530,062

2,655

3,755,291

Gary Nugent

59,409,878

5,040,005

2,944

3,755,291

Perfecto Sanchez

62,990,836

1,459,277

2,714

3,755,291

Christina Van Houten

61,060,594

3,367,029

25,204

3,755,291

Proposal No. 2 - The Company's stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered pub

8-K

false000201806400020180642025-07-012025-07-01

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): July 1, 2025 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 July 1, 2025, TechTarget, Inc. (the “Company”) issued a press release announcing its preliminary financial results for the three months ended March 31, 2025, 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 in accordance with SEC Release No. 33-8216 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 July 1, 2025.

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: July 1, 2025

By:

/s/ Daniel Noreck

Daniel Noreck

Chief Financial Officer and Treasurer

8-K/A

true0002018064TechTarget, Inc.00020180642025-06-032025-06-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 03, 2025

TECHTARGET, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-42428

99-2218610

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

275 Grove Street

Newton, Massachusetts

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: ☐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 Par Value

TTGT

Nasdaq Global Select 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. ☐

Explanatory Note

Item 2.02 Results of Operations and Financial Condition. On June 3, 2025, TechTarget, Inc. (the "Company") furnished a Current Report on Form 8-K (the "Original 8-K") which disclosed its results for the year ended December 31, 2024 in a press release. This Current Report on Form 8-K/A amends the Original 8-K for the purpose of correcting an error in the Financial Summary table on the first page of the press release with respect to Adjusted EBITDA and Adjusted EBITDA margin for 2023, which should have indicated $20.4 million for Adjusted EBITDA for 2023 and 8.1% for Adjusted EBITDA margin for 2023, resulting in a percentage change of 51% and 2.7pts year over year growth, respectively, and including an inadvertently omitted reconciliation table for 2023.

Other than the corrections discussed in this Current Report on Form 8-K/A, no other changes have been made to the Original 8-K or the press release furnished therewith.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit 99.1 relating to Item 7.01 shall be deemed to be furnished, and not filed:

Exhibit

99.1

Press Release dated June 3, 2025 (revised).

104

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

SIGNATURES

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 hereunto duly authorized.

TechTarget, Inc.

Date:

June 4, 2025

By:

/s/ Daniel T. Noreck

Name: Title:

Daniel T. Noreck Chief Financial Officer and Treasurer

8-K

false0002018064TechTarget, Inc.00020180642025-06-032025-06-03

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): June 03, 2025

TECHTARGET, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-42428

99-2218610

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

275 Grove Street

Newton, Massachusetts

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: ☐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 Par Value

TTGT

Nasdaq Global Select 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 June 3, 2025, TechTarget, Inc. (the “Company”) disclosed its results for the year ended December 31, 2024 in a press release. 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, except as expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 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 June 3, 2025.

104

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

SIGNATURES

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 hereunto duly authorized.

TechTarget, Inc.

Date:

June 3, 2025

By:

/s/ Daniel T. Noreck

Name: Title:

Daniel T. Noreck Chief Financial Officer and Treasurer

8-K

false 0002018064 0002018064 2025-04-15 2025-04-15

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): April 15, 2025

TECHTARGET, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-42428

99-2218610

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

275 Grove Street Newton, Massachusetts

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:

☐ 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 Par Value

TTGT

Nasdaq Global Select 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 April 15, 2025, TechTarget, Inc. (the “Company”) issued a press release concerning the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”) and certain financial information for fiscal 2024. 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 (the “Securities Act”), 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 17, 2025, the Company received a notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, because the Company failed to timely file its 2024 Form 10-K with the Securities and Exchange Commission (the “SEC”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the SEC. The Notice has no immediate effect on the listing or trading of the Company’s securities on Nasdaq. The Notice informed the Company that, pursuant to the Rule, the Company has 60 calendar days from the date of the Notice to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company’s plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date to file its 2024 Form 10-K, or until October 13, 2025, to regain compliance with the Rule. As previously reported by the Company in the Form 12b-25 filed with the SEC on March 31, 2025, the Company was unable to file its 2024 Form 10-K within the prescribed time period without unreasonable effort or expense. The Company required additional time to evaluate certain internal controls over financial reporting, including technical accounting matters associated with the combination of former TechTarget, Inc. and the Informa Tech Digital Businesses, which was completed on December 2, 2024. The Company further noted that it expected to file its 2024 Form 10-K within the 15-calendar-day extension period provided under Form 12b-25 of the Securities Exchange Act of 1934, as amended (the “Extension Period”). Subsequent to filing the Form 12b-25, the Company continued to dedicate significant resources to the completion of its 2024 Form 10-K but was unable to file i