Form 8-K - Current report

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): September 05, 2024

   

TECHTARGET, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	1-33472	04-3483216
(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 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 8.01 Other Events.

On September 5, 2024, TechTarget, Inc. ("TechTarget") issued a press release announcing that it has rescheduled its previously announced Investor Day. The rescheduled Investor Day event will now take place after the closure of the transaction with Informa Tech’s Digital Businesses. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Also, on September 5, 2024, an updated investor presentation, attached hereto as Exhibit 99.2, was disseminated in connection with the announcement of the rescheduled Investor Day event and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being furnished herewith and this list shall constitute the exhibit index:


	Exhibit No.	Description


	99.1	Press Release dated September 5, 2024

	99.2	Investor Presentation of TechTarget, Inc.


	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:	September 5, 2024	By:	/s/ Daniel T. Noreck
			Daniel T. Noreck Chief Financial Officer and Treasurer

Exhibit 99.1

TechTarget Announces Investor Day to be Held After Close of Informa Transaction

Combination with Informa Tech’s Digital Businesses Remains On Track to Close in the

Fourth Quarter of 2024

Newton MA – September 5, 2024 – TechTarget (NASDAQ: TTGT), the global leader in B2B technology purchase intent data and services, today announced that it has rescheduled its previously announced Investor Day to take place after the closure of the transaction with Informa Tech’s Digital Businesses. This continues to be expected in the fourth quarter of 2024, subject to approval by TechTarget shareholders and the satisfaction of other customary closing conditions. The later date will ensure the event can fully focus on the newly combined company’s vision, growth outlook and new product opportunities. TechTarget will confirm the new date and time once the transaction timetable is finalized.

Additional Information and Where to Find It

In connection with the proposed transaction (the “proposed transaction”), Toro CombineCo, Inc. (“NewCo”) filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (File No. 333-280529) containing a preliminary proxy statement of TechTarget, Inc. (“TechTarget”) that also constitutes a preliminary prospectus of NewCo (the “Proxy Statement/Prospectus”). The Proxy Statement/Prospectus is not final and may be amended. A definitive Proxy Statement/Prospectus will be mailed to stockholders of TechTarget. TechTarget and NewCo may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for any proxy statement, registration statement or prospectus, or any other document that TechTarget or NewCo (as applicable) may file with the SEC in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, TechTarget INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY TechTarget OR NEWCO WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. TechTarget investors and security holders may obtain free copies of the preliminary Proxy Statement/Prospectus filed on June 27, 2024 (as amended on September 4, 2024) and will be able to obtain copies of the definitive Proxy Statement/Prospectus (when it becomes available), as well as other filings containing important information about TechTarget, NewCo, and other parties to the proposed transaction (including Informa PLC (“Informa”)), without charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by TechTarget will be available free of charge under the tab “Financials” on the “Investor Relations” page of TechTarget’s internet website at investor.techtarget.com or by contacting TechTarget’s Investor Relations Department at investor@techtarget.com.

Participants in the Solicitation

Exhibit 99.1

TechTarget, NewCo and Informa, and their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies from TechTarget’s stockholders in connection with the proposed transaction. Information regarding the directors of Informa is contained in Informa’s annual reports and accounts available on Informa’s website at www.informa.com/investors and in the National Storage Mechanism at data.fca.org.uk/#/nsm/nationalstoragemechanism. Information regarding the directors and executive officers of TechTarget is contained in TechTarget’s proxy statement for its 2024 annual meeting of stockholders, filed with the SEC on April 17, 2024, and in other documents subsequently filed with the SEC. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, is included in the preliminary Proxy Statement/Prospectus filed on June 27, 2024 (as amended on September 4, 2024), and will be contained in the definitive Proxy Statement/Prospectus and other relevant materials that are filed or will be filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This press release is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve substantial risks and uncertainties. All statements, other than historical facts, are forward-looking statements, including: statements regarding the expected timing and structure of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction, 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 NewCo following completion of the proposed transaction; legal, economic, and regulatory conditions; 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 TechTarget’s or NewCo’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: that one or more closing conditions to the proposed transaction,

Exhibit 99.1

including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay, or refuse to grant approval for the consummation of the proposed transaction, may require conditions, limitations, or restrictions in connection with such approvals or that the required approval by the shareholders of TechTarget may not be obtained; the risk that the proposed transaction may not be completed in the time frame expected by TechTarget, NewCo or Informa, or at all; unexpected costs, charges, or expenses resulting from the proposed transaction; uncertainty of the expected financial performance of NewCo following completion of the proposed transaction; failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the relevant portion of Informa tech digital businesses with the business of TechTarget; the ability of NewCo to implement its business strategy; difficulties and delays in achieving revenue and cost synergies of NewCo; the occurrence of any event that could give rise to termination of the proposed transaction; potential litigation in connection with the proposed transaction or other settlements or investigations that may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification, and liability; 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 conditions that may result from legislative, regulatory, trade, and policy changes associated with the current or subsequent U.S. administration; risks related to disruption of management time from ongoing business operations due to the proposed transaction; certain restrictions during the pendency of the proposed transaction that may impact TechTarget’s ability to pursue certain business opportunities or strategic transactions; TechTarget’s, NewCo’s and Informa’s ability to meet expectations regarding the accounting and tax treatments of the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of TechTarget’s common stock; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of TechTarget to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders, strategic partners and other business relationships and on its operating results and business generally; market acceptance of TechTarget’s and the relevant portion of Informa Tech digital businesses’ products and services; the impact of pandemics and future health epidemics and any related economic downturns, on TechTarget’s business 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 regional banking sector, disruptions in the capital markets, economic sanctions and economic slowdowns or recessions, rising inflation and interest rate fluctuations on TechTarget’s and the relevant portion of Informa Tech digital businesses’ results and other matters included in TechTarget’s filings with the SEC, including in Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2023. These risks, as well as other risks associated with the proposed transaction, are more fully discussed the preliminary Proxy Statement/Prospectus filed on June 27, 2024 (as amended on September 4, 2024), and will be contained in the definitive Proxy Statement/Prospectus and other relevant materials that are filed or will be filed with the SEC (when they become available). While the list of factors presented here and in the preliminary Proxy Statement/Prospectus are, and the list of factors to be presented in definitive Proxy Statement/Prospectus will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization 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 and that actual performance and outcomes, including, without limitation, our actual results of

Exhibit 99.1

operations, financial condition and liquidity, and the development of new markets or market segments in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this communication.

Any forward-looking statements speak only as of the date of this communication. None of TechTarget, NewCo or Informa undertakes 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 law. Neither future distribution of this communication nor the continued availability of this communication in archive form on TechTarget’s website at investor.techtarget.com or Informa’s website at www.informa.com/investors should be deemed to constitute an update or re-affirmation of these statements as of any future date.

About TechTarget

TechTarget (Nasdaq: TTGT) is the global leader in purchase intent-driven marketing and sales services that deliver business impact for enterprise technology companies. By creating abundant, high-quality editorial content across approximately 150 websites and 1,000 webinars and virtual event channels, TechTarget attracts and nurtures communities of technology buyers researching their companies’ information technology needs. By understanding these buyers’ content consumption behaviors, TechTarget creates the purchase intent insights that fuel efficient and effective marketing and sales activities for clients around the world.

TechTarget has offices in Boston, London, Munich, New York, Paris, Singapore and Sydney. For more information, visit techtarget.com and follow us on Twitter @TechTarget.

Contacts

TechTarget, Media Contact:

Chris Kittredge or Ben Spicehandler

techtarget@fgsglobal.com

TechTarget, Investor Relations:

Dan Noreck

dnoreck@techtarget.com

Creating a Leading Global B2B Growth Accelerator Investor Presentation September 5, 2024 Exhibit 99.2

Additional Information and Where to Find ItIn connection with the proposed transaction (the “proposed transaction”), Toro CombineCo, Inc. (“NewCo”) filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (File No. 333-280529) containing a preliminary proxy statement of TechTarget, Inc. (“TechTarget”) that also constitutes a preliminary prospectus of NewCo (the “Proxy Statement/Prospectus”). The Proxy Statement/Prospectus is not final and may be amended. A definitive Proxy Statement/Prospectus will be mailed to stockholders of TechTarget. TechTarget and NewCo may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for any proxy statement, registration statement or prospectus, or any other document that TechTarget or NewCo (as applicable) may file with the SEC in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, TECHTARGET INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY TECHTARGET OR NEWCO WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. TechTarget investors and security holders may obtain free copies of the preliminary Proxy Statement/Prospectus filed on June 27, 2024 (as amended on September 4, 2024) and will be able to obtain copies of the definitive Proxy Statement/Prospectus (when it becomes available), as well as other filings containing important information about TechTarget, NewCo, and other parties to the proposed transaction (including Informa PLC (“Informa”)), without charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by TechTarget will be available free of charge under the tab “Financials” on the “Investor Relations” page of TechTarget’s internet website at www.investor.techtarget.com or by contacting TechTarget’s Investor Relations Department at investor@techtarget.com. Participants in the SolicitationTechTarget, NewCo and Informa, and their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies from TechTarget’s stockholders in connection with the proposed transaction. Information regarding the directors of Informa is contained in Informa’s annual reports and accounts available on Informa’s website at www.informa.com/investors and in the National Storage Mechanism at data.fca.org.uk/#/nsm/nationalstoragemechanism. Information regarding the directors and executive officers of TechTarget is contained in TechTarget’s proxy statement for its 2024 annual meeting of stockholders, filed with the SEC on April 17, 2024, and in other documents subsequently filed with the SEC. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, is included in the preliminary Proxy Statement/Prospectus filed on June 27, 2024 (as amended on September 4, 2024), and will be contained in the definitive Proxy Statement/Prospectus and other relevant materials that are filed or will be filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above. No Offer or SolicitationThis presentation is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Cautionary Note Regarding Forward-Looking Statements This presentation contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve substantial risks and uncertainties. All statements, other than historical facts, are forward-looking statements, including: statements regarding the expected timing and structure of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction, 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 NewCo following completion of the proposed transaction; legal, economic, and regulatory conditions; 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 TechTarget’s or NewCo’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. Disclaimer (1/2)

Disclaimer (2/2) Important factors that could cause actual results to differ materially from such plans, estimates, or expectations include, among others: that one or more closing conditions to the proposed transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay, or refuse to grant approval for the consummation of the proposed transaction, may require conditions, limitations, or restrictions in connection with such approvals or that the required approval by the shareholders of TechTarget may not be obtained; the risk that the proposed transaction may not be completed in the time frame expected by TechTarget, NewCo or Informa, or at all; unexpected costs, charges, or expenses resulting from the proposed transaction; uncertainty of the expected financial performance of NewCo following completion of the proposed transaction; failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the relevant portion of Informa tech digital businesses with the business of TechTarget; the ability of NewCo to implement its business strategy; difficulties and delays in achieving revenue and cost synergies of NewCo; the occurrence of any event that could give rise to termination of the proposed transaction; potential litigation in connection with the proposed transaction or other settlements or investigations that may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification, and liability; 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 conditions that may result from legislative, regulatory, trade, and policy changes associated with the current or subsequent U.S. administration; risks related to disruption of management time from ongoing business operations due to the proposed transaction; certain restrictions during the pendency of the proposed transaction that may impact TechTarget’s ability to pursue certain business opportunities or strategic transactions; TechTarget’s, NewCo’s and Informa’s ability to meet expectations regarding the accounting and tax treatments of the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of TechTarget’s common stock; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of TechTarget to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders, strategic partners and other business relationships and on its operating results and business generally; market acceptance of TechTarget’s and the relevant portion of Informa Tech digital businesses’ products and services; the impact of pandemics and future health epidemics and any related economic downturns, on TechTarget’s business 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 regional banking sector, disruptions in the capital markets, economic sanctions and economic slowdowns or recessions, rising inflation and interest rate fluctuations on TechTarget’s and the relevant portion of Informa Tech digital businesses’ results and other matters included in TechTarget’s filings with the SEC, including in Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2023. These risks, as well as other risks associated with the proposed transaction, are more fully discussed the preliminary Proxy Statement/Prospectus filed on June 27, 2024 (as amended on September 4, 2024), and will be contained in the definitive Proxy Statement/Prospectus and other relevant materials that are filed or will be filed with the SEC (when they become available). While the list of factors presented here and in the preliminary Proxy Statement/Prospectus are, and the list of factors to be presented in definitive Proxy Statement/Prospectus will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization 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 and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this communication. Any forward-looking statements speak only as of the date of this communication. None of TechTarget, NewCo or Informa undertakes 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 law. Neither future distribution of this communication nor the continued availability of this communication in archive form on TechTarget’s website at www.investor.techtarget.com or Informa’s website at www.informa.com/investors should be deemed to constitute an update or re-affirmation of these statements as of any future date.

New Company Overview

Sitting at the intersection of two exciting markets: Tech and B2B Marketing Access to the tech industry’s largest permission-based audience of 50mm+1 decision makers Data & workflow solutions addressing product lifecycle from R&D to ROI Intelligence & Advisory that challenges Brand & Content that engages and solicits action Intent & Demand that converts Unbiased and trusted information to support buyer journey Independent research and analysis from 760+1 industry analysts & subject matter experts High-quality, award-winning editorial content from 220+1 B2B digital brands Influencing the 80%1 of B2B tech purchase journey that is completed before contacting vendor’s sales team Knowledge to technology buyers Growth to technology sellers Our Clients Our Audience Delivering value in an expert-led, data-driven, digitally-enabled manner, accelerating time to market and to revenue 1 Number presented on a proforma combined company basis as of June 30, 2024

Technology buyers: informing, educating and influencing a 50mm+1 permissioned audience Deep expertise in Enterprise IT #1 Google footprint in B2B tech #1 Intent data for B2B tech 20 vertical B2B tech markets Leader in outbound audience development World class face-to-face event audience data Significant Audience and Brand Leadership vs. standalone TTGT ~4x ~2x ~2x 7631 Industry Analysts, Editors & Journalists 192k1 Original Content Assets per Year 50mm+1 PermissionedAudience delivering across to 220+1 Digital Brands ~2x 1 Number presented on a proforma combined company basis as of June 30, 2024

Technology sellers: providing solutions to our clients’ needs across their product lifecycle Brand & Content Intent & Demand Intelligence & Advisory Market Intelligence & Insight Market Strategy Go-to-Market Strategy Content Strategy Content Creation Sponsorship & Display QualifiedSales Leads Content Syndication Buyer Intent Data Fueled by our Permissioned, First-Party Audience Data ~$6bn ~$6bn ~$8bn Estimated TAM Total TAM opportunity of ~$20bn Digital Businesses

Sponsorship & Display Content Creation Content Strategy Digital marketers, brand marketers, content marketers Intelligence & Advisory Brand & Content Digital marketers, brand marketers, content marketers Intent & Demand Performance / demand gen marketers, field marketers, sales teams Buyer Intent Data Content Syndication Qualified Sales Leads Intelligence & Advisory Permissioned, First-Party Audience Data Go-to-Market Strategy Market Strategy Market Intelligence & Insight C-suite, business strategists, product managers A unique platform designed to deliver value from R&D to ROI Digital Businesses

Serving a diverse, world-class client base Long-standing relationships with technology customers ~7,500 customers across enterprise IT, industry B2B tech and SMB / Growth companies 70+ customers spending over $1 million annually; ~760 customers spending over $100,000 annually No single customer exceeding 4% of revenue SMB / Growth companies Industry B2B Tech Enterprise IT Select Customers Pro forma combined company as of Dec. 31, 2023

Combination unlocks reach and scale to create a robust financial profile… Pro forma combined company for full year 2023 20+ Countries 220+ DigitalBrands 50mm+ PermissionedAudience $482mm TotalRevenue 32% Subscription / Longer-Term Revenue High margins and cash flow generation …that supports ambitious long-term growth targets

Market Fundamentals & Sources of Growth

Tech B2BMarketing Growing intersection of Tech and B2B Marketing markets powered by compelling long-term tailwinds Permissioned Audience data is key – heightened regulation on privacy underscores value of solutions built upon permissioned data R&D spend by the top 1,700 corporate R&D spenders in 2022 grew ~19% year-on-year, primarily driven by software and ICT services Our TAM is estimated to be worth $20bn annually Shifting tech buyer behavior focused on self-service and research, which now makes up as much as 80% of the buyer journey B2B Marketing increasingly going digital as C-Suite demand measurable outcomes and demonstrable ROI Of the top 1,700 corporate R&D spenders in 2022, ICT hardware, software and ICT services attracted the greatest R&D investment AI has the potential to fuel a new generation of products and services, with the AI software market estimated to exceed $190bn by 2028

Expansion of product set into adjacent, tech-driven B2B growth markets, such as AutoTech, GameTech, HealthTech, FinTech and many more Accelerating market share gains in a rebounding and growing market through enhanced competitiveness from additional scale, reach, products and talent Five sources of potential growth underpin our ambition to double revenue within five years Enterprise IT market share growth Growth in industry B2B tech markets Growth in the ~40% of our addressable customer base located outside the U.S., with operations in over 20 countries International expansion Additional scale, reach and talent enable acceleration of platform enhancements and new product launches New product development Strong balance sheet and cash flows to support acquisitions of complementary businesses Attractive inorganic growth opportunities

End-to-end offering spans go-to-market strategy, brand awareness, thought leadership, buyer intent and demand In a fragmented market, New TechTarget offers unique value across the product lifecycle Brand & Content Intent & Demand Intelligence & Advisory Enterprise IT market share growth Growth in industry vertical tech markets International expansion New product development Attractive inorganic growth opportunities

$20bn TAM at the intersection of Tech and B2B Marketing across 20 industry verticals,providing ample room for durable growth Expansion of established and new product set into adjacent, tech-driven B2B growth markets 1 Enterprise IT market share growth Growth in industry vertical tech markets International expansion New product development Attractive inorganic growth opportunities Enterprise IT Healthcare AI Enterprise IT Components & Devices Service Provider Government Channel Media & Entertainment Gaming HR Marketing Legal Food Retail Hospitality Education Real Estate & Buildings Energy & Sustainability Financial Healthcare Manufacturing & Logistics Leveraging TechTarget’s established brand and differentiated offerings to reach new customers across Informa Tech’s broader set of B2B vertical markets

Current TechTarget Footprint New TechTarget Footprint 2k+ colleagues in 20+ countries 952 colleagues in 11 countries On a pro forma basis, New TechTarget would have ~30% of revenue generated for the year ended December 31, 2023 outside the U.S. We estimate that technology sellers based outside the United States represent approximately 40% of the global market opportunity for the products we expect New TechTarget will offer Significant international reach enables customer diversification and revenue growth Enterprise IT market share growth Growth in industry vertical tech markets International expansion New product development Attractive inorganic growth opportunities

Proven track record of innovation and commercialization 2020-2021 Prospect-Level Intent™ data Integration of BrightTALK activity 2019 New version of Priority Engine “for Sales” 2015-2016 Priority Engine “for Marketing” 2023 IntentMail AI™ for personalized emails Personalize Assist™ for message relevance 2024 Account Intent Feeds for weekly insights Integration directly into CRM and ABM platforms Enterprise IT market share growth Growth in industry vertical tech markets International expansion New product development Attractive inorganic growth opportunities 0% vs ~38% Standalone TechTarget longer-term contracts1 / subscription revenue out of total revenue in 2016 vs. 2023 25%+ Standalone TechTarget longer-term contracts1 / subscription revenue total growth from 2016 to 2023 1 “Longer-term contracts” defined as contracts in excess of 270 days

Priority Engine Platform: A unified solution to fuel GTM teams with most actionable data for most effective efforts PRIORITY ENGINE Platform Access unique market insights to inform and assess strategies Market Monitor Access people, accounts and insights at account and prospect-level directly to engage via your systems Prospect Exports Account Intent Feeds Strategy Marketing Intent (Data Insights) Use Cases: Demand Gen Use Cases: C-Suite Planning, Products and Content Strategy Access your Lead Gen campaigns, content and buying group members. Monitor and assess performance across all lead campaigns Demand Use Cases: Lead Gen Empower sellers with direct access of accounts and people in-market and account and prospect-level intent insights Sales Intent Use Cases: Inside/Outside Sales, Account Owners, CSMs Enterprise IT market share growth Growth in industry vertical tech markets International expansion New product development Attractive inorganic growth opportunities

Well positioned for inorganic expansion supported by a stronger financial profile Enhancedgrowth platform Predictable and resilient revenue Substantial operating leverage Strong cash generation Healthy balance sheet Enterprise IT market share growth Growth in industry vertical tech markets International expansion New product development Attractive inorganic growth opportunities

A growth business with increased resiliency through market cycles Increased subscription and longer-term revenue End market diversification from adjacent markets beyond Enterprise IT Increased scale across new geographic markets Ability to tap into three distinct, adjacent budget pools with unique market dynamics Integration of TechTarget products and services into customer workflows

Significant Value Creation Opportunity

A value-creating combination Expected to close in second half of 2024, subject to TechTarget shareholder approval and satisfaction of other customary closing conditions Investor Day to be held after the closure of the transaction with Informa Tech’s Digital Businesses Timing Informa to contribute Informa Tech’s digital businesses and $350.0 million of cash to TechTarget Existing TechTarget shareholders receive: Immediate cash value of approximately $11.79 per share Ability to participate in long-term value creation of combined business Combined company owned 57% by Informa; 43% by existing TechTarget shareholders Culmination of TechTarget Board’s evaluation of strategic alternatives to maximize shareholder value Unanimously approved by Boards of TechTarget and Informa Combined company publicly listed on NASDAQ under ticker TTGT and headquartered in Newton, MA Structure and Consideration

Strengthens TechTarget’s financial profile Large projected TAM with strong tailwinds expected to support strong organic growth Market growth + platform integration + synergies = double-digit growth Enhancedgrowth platform Enhances revenue under longer-term contracts (defined as 270+ days) Breadth of product suite and industry diversification provide increasing revenue stability Predictable and resilient revenue Strong existing margins with accretive incremental margins Significant total run-rate synergies of $45mm expected within three years Substantial operating leverage Low capital intensity Highly cash generative Anticipated low leverage with strong liquidity Financial flexibility to support balanced strategy of organic investments and M&A Strong balance sheet

Revenue Cost Significant operating synergies expected to create additional value ~$45mm total run-rate synergies targeted by year 3 Demand Generation uplift Increased webinar penetration Multiple cross-selling / upselling opportunities Scale in content enablement services Geographic and vertical market expansion ~$20mm (after incremental costs) 3% of revenue base Central cost savings (e.g., real estate, software, systems, corporate functions) Editorial investment and content efficiencies Sales optimization and product margin rationalization ~$25mm 5% of cost base

HSR period expired Form S-4 submitted to SEC Form S-4 declared effective by SEC Shareholder vote Close Investor Day Progress to Date Making meaningful strides to create growth and value Upcoming Milestones

Appendix

Priority Engine turns B2B purchase insight into sales Know where to focus Accounts in your territory priority-ranked by relevant activity and engagement Ranked by: Research activity, ICP, website visits, content and banner engagements Weekly Email Alerts highlight the most active accounts in your territory Know who to contact Contact details for everyone actively researching solutions in your market Contact details include: Phone, email, LinkedIn profile, location, seniority, job function Know what to say Valuable intent insights to engage prospects in personalized conversations that convert Prospect insights include: Tech interests, vendors considered, installed tech, content downloads ACTIVE PROSPECTS PRIORITIZED ACCOUNTS RICH INSIGHTS Intent & Demand

BrightTALK is a complete SaaS platform for webinar & video success CHANNEL Marketer benefits Simplified content delivery to build scale with reduced effort Audience access and delivery combined in a single solution Accelerated pipeline through content engagement Live and pre-recorded webinars and videos  Diverse toolkit of interactive features: screen sharing, demos, Q&A, panels Lead guarantees based on promotion to BrightTALK audience   Automated emailnurture of subscribers  Performance &community analytics:leads & subscriber activities, growth Plug-n-play embedded content for customer websites   Brand & Content

Dave HasonSolution Architect TechTarget Lead 6,300+1Annual lead gen programs 1.5mm+1 Leads delivered every year 14,000+1Syndicated vendor assets Content Syndication sets the standard for delivering high-quality prospects Brand & Content AI-driven targeting and promotion 100% opt-in leads Pre-activated Real interest & intent World-wide capabilities Sponsorable editorial options supplement vendor content Value-added consulting and performance benchmarking Delivering targeted responsive leads at scale 1 Data as of June 30, 2024

Content Enablement brings go-to-market lifecycle management capabilities Improve visibility into current and future markets to accelerate product development, marketing and sales success Develop effective content and tools to engage customers, generate sales-qualified leads and gain share Align strategy, offerings and messaging with current market trends, customer needs and competitive dynamics Increase sales velocity through sales enablement, training and partner program optimization Intelligence & Advisory

TechTarget’s flexible suite of branding solutions maximizes your campaign impact Intent-Based Targeting Leverage TechTarget’s industry-leading behavioral intent data to reach and engage in-market buyers and accounts Contextually-Aligned Banners Align your message to a hyper-targeted audience of IT buyers across 150+ owned and operated TechTarget Web sites Custom Sites Immerse, engage and educate enterprise technology buyers via branded Web communities and native content sponsorships Custom Display Establish market authority, dominate perception and disrupt competitor influence through content-embedded rich media and Share of Voice solutions Brand & Content

Overview of Omdia, Canalys & Wards Intelligence Global channel and mobility tech Specialist tech research Automotive and autotech MARKET SENSING MARKET EXPERTISE MARKET REACH Market analysts 350+1 expert analysts and consultants Industry briefings 12,000+1 companies tracked Market coverage 3,000+1 topics covered Geo coverage 180+1 client countries Intelligence & Advisory One of the largest providers of intelligence subscription-based specialist tech research in the market Providing quantitative and qualitative insights that help companies make better decisions, faster 1 Data as of June 30, 2024.

Overview of Industry Dive 20+1 industries 100+1 journalists 3.3mm+1 subscribers Delivering high-quality editorial content focused on specific industries and professions Providing news, insights and in-depth analysis to help subscribers make complex decisions and stay up to date on the trends in their markets Reaching a deep readership base of engaged technology buyers Delivering high-quality business journalism to highly engaged niche audiences, offering powerful opportunities to build awareness and reach key decision makers 14mm+1 readers Brand & Content Helping decision makers stay ahead in competitive industries 1 Data as of June 30, 2024.

Overview of specialist digital brands Content to make a difference Providing expert insights across the technology industry, with unrivalled opportunities for marketers to grow brand awareness High quality content enables technology vendors to gain exposure, benefit from association with the specialist brands, build awareness and reach key decision makers Brand & Content Helping media professionals make better decisions

Overview of NetLine 125mm1 unique visitors per month 700k3 first-party leads generated per month 15k1 web and publisher properties 76mm2 leads processed to date Intentive: Uses first-party contact and behavioral data generated across media properties and live event portfolios to deliver buyer-level intent data to marketers Syndicates content across owned media properties and to NetLine’s publisher network, helping marketers influence B2B tech buyers and generate demand for their products and services Enables marketers to directly engage prospective buyers through a portfolio of content including webinars, whitepapers, playbooks, virtual events and surveys Intent & Demand Delivers high-quality leads to marketers by gating their content across properties, maximizing ROI 1 Measured by surveying publishers and obtaining individual audience metrics; 2 Data as of June 30, 2024; 3 Represents peak registration volume

Overview of IIRIS access 20mm+1 permissioned first-party B2B audience Powerful audience segmentation Measuring campaign performance Intelligence & Advisory Brand & Content Intent & Demand Audience growth and development using first-party B2B data via IIRIS 1 Data as of June 30, 2024.

Document And Entity Information	Sep. 05, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 05, 2024
Entity Registrant Name	TechTarget Inc
Entity Central Index Key	0001293282
Entity Emerging Growth Company	false
Entity File Number	1-33472
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-3483216
Entity Address, Address Line One	275 Grove Street
Entity Address, City or Town	Newton
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02466
City Area Code	(617)
Local Phone Number	431-9200
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 Par Value
Trading Symbol	TTGT
Security Exchange Name	NASDAQ