TechTarget, Inc.: Form 10-Q for the period ended Jun 30, 2026

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors including those discussed below and elsewhere in this Quarterly Report on Form 10-Q, in our Annual Report on Form 10-K for the year ended December 31, 2025 under Part I, Item 1A, “Risk Factors,” and in the other documents we file with the SEC. Please refer to "Cautionary Note Regarding Forward-Looking Statements” on page 37 of this Quarterly Report on Form 10-Q.

Overview

Background

The Company helps technology companies accelerate growth through first party B2B data, market insight and market access.

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

Through the Omdia brand, which now incorporates the formerly separate specialist brands Canalys, Wards Intelligence and Enterprise Strategy Group, the Company provides research and intelligence services to technology providers based on expert analysis and data-driven intelligence and reports. These products or businesses and their portfolio of digital media brands inform, educate and influence tech buyers, creating engaged and specialist audiences.

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

*Not inclusive of all brands

Industry Background and Trends

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

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

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

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

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

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

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

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

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

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

Recent performance has also been impacted by subdued sales and marketing budgets amongst many of Informa TechTarget’s enterprise technology customers as more of their expenditures have been concentrated on R&D activities, particularly around artificial intelligence. Management believes that, as these vendors ultimately seek to achieve a ROI on the results of their R&D, this will result in a resurgence in growth of sales and marketing activity and budgets to support new product launches and enhancements.

Product and Service Offerings

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

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

• Demand solutions: The businesses enable marketers to directly engage prospective buyers through a portfolio of content marketing programs, including webinars, whitepapers, playbooks, virtual events and surveys. Through syndicating these across owned media properties and to NetLine’s publisher network, marketers can influence B2B tech buyers and generate demand for their products and services. The businesses are focused on delivering high-quality leads to marketers by gating their content across properties to maximize ROI. The BrightTALK platform and audience outreach offerings allow the Company's customers to create, host and promote webinars, virtual events and video content. Customers create their own hosted Channels on the platform where they schedule both live and on-demand webinars for promotion to BrightTALK’s community of in-market accounts and prospects. The BrightTALK Channel also enables customers to self-administer lead generation campaigns, set up workflow integrations between the Channel and their CRM and MAP systems, and access reporting detailing the size and growth of their community of subscribers over time. Customers may also create an off-network embedded Channel page on their own corporate website featuring content in their BrightTALK Channel, as well as an embedded BrightTALK registration form that captures and converts interested individuals to marketing leads.
• Custom content services: Through StudioID, BrightTALK Studio, and Enterprise Strategy Group custom content offerings, the Company support marketers with their end-to-end content strategy by offering proprietary audience research to inform campaigns, strategic design and development, and original content production. Marketers leverage the Company's award-winning deep industry expertise to create journalistic or analyst-sourced content across more than 40 different formats and multiple languages, which can then be distributed across the Company's

network. The Company also offers content licensing through Marketplace, whereby marketers curate relevant content from a selection of publishers and then distribute the content on their own channels to align themselves with top voices in their industries.

• Intelligence subscription services: Operating through the Omdia brand, as well as niche brands Canalys and Wards Intelligence, the specialist tech research business is primarily an “intelligence” subscription service, providing clients with a core “data backbone” in addition to qualitative analyst-produced content across the technology industry spectrum. The data is typically comprised of market trackers, market sizing, market share analyses and forecasts, and is complimented by expert industry reports, analyst opinions and an “Ask an Analyst” service. Covering more than 3,000 topics and tracking over 12,000 companies, the businesses’ 300+ expert analysts and consultants provide quantitative and qualitative insights that help companies make better decisions, faster.
• Advisory: In the consulting business, the businesses work as an extension of client teams, working together to provide strategic support in assessing critical business challenges and providing bespoke solutions. The businesses leverage the breadth and depth of their analyst expertise to evaluate clients’ end-to-end business needs across go-to-market, competitive positioning, new product ideation, market entry.
• Intent: A comprehensive B2B technology solution that collects and analyzes purchase intent data from actively engaging enterprise technology professionals across the Company's website network and BrightTALK(TM) webinar platform. The suite includes two key products. Informa TechTarget Portal is a subscription service that enables direct engagement with targeted prospects by identifying and prioritizing potential customers actively researching technology purchases using proprietary Activity Intelligence(TM) and integrates this data with major CRM and marketing automation platforms. Qualified Sales Opportunities™ is a profiling service that surveys and interviews technology professionals showing purchase intent, providing detailed information on ongoing purchase projects, including project scope, purchase criteria, and vendor considerations and delivers these as sales qualified leads.
• Brand solutions: Brand solutions offer B2B marketers the opportunity to grow brand awareness through direct exposure to specialist technology and business audiences across the businesses’ portfolio and off-network through audience extension programs. Solutions include digital display banners, newsletter sponsorships and email marketing, enabling technology vendors to gain exposure and benefit from association with the businesses’ specialist brands and high quality editorial content amongst the Company's readership base of engaged technology buyers. Brand solutions include the Industry Dive portfolio, which delivers high quality business journalism to niche audiences, offering outbound email sponsorship opportunities to vendors looking to build awareness and reach key decision makers.

Segments

In connection with the Transactions, during the first quarter of 2026, the Company made changes to its organizational structure to take advantage of the combined product offering portfolio. In connection with these changes to organizational structure, starting in the first quarter of 2026, the Company operates in two segments: Brand to Demand (“B2D”) and Intelligence & Advisory (“I&A”). The B2D segment primarily generates revenues through the provision of services that enable marketers to raise their brands’ awareness and directly engage prospective buyers through a portfolio of brand content marketing programs (including webinars, whitepapers, playbooks, virtual events and surveys) to create demand, the creation of custom content offerings, and the ability to comprehensively analyze purchase intent data from actively engaged enterprise technology and business professionals. The I&A segment primarily generates revenues through the provision of its “intelligence” subscription service, providing clients with a core “data backbone” in addition to qualitative analyst-produced content across the technology industry spectrum (Intelligence). The Company, leveraging insights gathered through Intelligence, provides advisory services working as an extension of client teams, working together to provide strategic support in assessing critical business challenges and providing bespoke solutions.

Critical Accounting Policies and Use of Estimates

Preparation of the accompanying unaudited condensed consolidated financial statements requires management to make judgments, assumptions and estimates regarding uncertainties that could affect reported revenue, expenses, assets, liabilities and equity. The most significant areas where management’s judgments, assumptions and estimates impact the unaudited condensed consolidated financial statements are described below. Actual results in these areas could differ materially from management’s estimates under different assumptions and conditions. Significant accounting policies are described fully in Note 2. Significant Accounting Policies to the consolidated financial statements included under Item 8. “Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2025.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all normal, recurring adjustments have been included such that the unaudited condensed consolidated financial statements are fairly stated. The results of operations for the periods presented are not necessarily indicative of results to be expected for any other interim periods or for the full year.

Revenue Recognition

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

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

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

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

Goodwill Impairment

As of June 30, 2026 and December 31, 2025, goodwill was $1.1 million and $45.6 million, respectively. Informa TechTarget's goodwill represents the excess purchase price of an acquired entity over the amounts assigned to assets and liabilities assumed in a business combination. Informa TechTarget performs an assessment of goodwill for impairment annually as of December 31 or whenever events or changes in circumstances indicate there may be an impairment.

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

During the first quarter of 2026, the Company made changes to its organizational structure to take advantage of the combined product offering portfolio. As a result, the Company, as of March 31, 2026, had two reporting units: Brand to Demand, and Intelligence & Advisory. As of the Company's goodwill impairment assessment performed on December 31, 2025, the company had five reporting units. See further discussion at Note 4, Goodwill. The Company identified a sustained decline in share price during the first quarter of 2026 that, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, constituted an impairment triggering event for its reporting units. During the second quarter of 2026, there was no triggering event requiring an impairment assessment. For the three months ended March 31, 2026, Informa TechTarget performed the required impairment tests of goodwill on its previous five reporting units (pre-reorganization basis), and then on its current two reporting units (post-reorganization basis), using a discounted cash flow model with the following key assumptions in the fair value calculations:

• Projected cash flows: The Company used a two-stage valuation approach to projected cash flows, which included key assumptions of forecasted revenue growth rate and EBITDA margin followed by a steady state period of long-term growth. Forecasts for the first stage include management expectations of Informa TechTarget's financial performance with key assumptions of forecasted revenue growth rate and EBITDA margin and represent the best estimate of the future performance of the relevant reporting units, followed by a steady state period of long-term

growth. Forecasts for the second stage are based on determining the Company’s terminal value, which is the value of the business beyond the discrete forecast period and utilizes a two‑stage growth model with an initial high‑growth rate stage, followed by a perpetual normalized growth stage.

• Discount rate: A post-tax discount rate using a weighted average cost of capital methodology. For the cost of debt, Informa TechTarget considered market rates, based on entities with a comparable credit rating. The cost of equity is calculated using the Capital Asset Pricing Model methodology. The discount rates include appropriate risk premiums to reflect additional risks of the specific reporting units being tested.
• Long-term growth rate: Long-term growth rates are based on external factors such as long-term Consumer Price Index rates and external market reports for the main geographic markets in which each reporting unit operates and therefore are not considered to exceed the long-term average growth prospects for the individual markets. Long-term growth rates have not been risk adjusted to reflect any of the specific reporting unit uncertainties noted above, as these uncertainties are already reflected in the discount rates used.
• Tax rate: The tax rate is based on external reports of the weighted-average corporate tax rates for the main geographic markets in which each reporting unit operates.
• Net working capital rate: The net working capital rate is based on the market participant level of cash free net working capital, and a comparison of guideline public companies.
• Capital expenditures rate: The capital expenditures rate is based on the Company’s historical depreciation expense.

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

The goodwill impairment assessment as of March 31, 2026, based on both the prior five reporting units, and the current two reporting units, is described below.

Goodwill impairment assessment based on the prior five reporting units (pre-reorganization basis):

Canalys

Based on the quantitative fair value testing, a goodwill impairment of $8.1 million was recognized during the three months ended March 31, 2026. The carrying value of goodwill in the Canalys reporting unit after the impairment charge was $1.1 million.

NetLine

Based on the quantitative fair value testing, a goodwill impairment of $6.8 million was recognized during the three months ended March 31, 2026. There was no carrying value of goodwill remaining in the NetLine reporting unit after the $6.8 million impairment charge.

Legacy TechTarget

The entire balance of goodwill in the Legacy TechTarget reporting unit was written off during 2025.

Bluefin

Based on the quantitative fair value testing, a goodwill impairment of $3.7 million was recognized during the three months ended March 31, 2026. There was no carrying value of goodwill remaining in the Bluefin reporting unit after the $3.7 million impairment charge.

Industry Dive

Based on the quantitative fair value testing, no goodwill impairment was recognized during the three months ended March 31, 2026. The carrying value of goodwill in the Industry Dive reporting unit was $26.4 million prior to the reorganization.

Goodwill impairment assessment based on the current two reporting units (post-reorganization basis):

Brand to Demand

Based on the quantitative fair value testing, a goodwill impairment of $26.4 million was recognized during the three months ended March 31, 2026. There was no carrying value of goodwill in the Brand to Demand reporting unit after the impairment charge as of March 31, 2026.

Intelligence & Advisory

Based on the quantitative fair value testing, there was no goodwill impairment recognized during the three months ended March 31, 2026. The carrying value of goodwill in the Intelligence & Advisory reporting unit on a post-reorganization basis was $1.1 million as of March 31, 2026.

Components of Results of Operations

Revenues

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

These products and services are delivered under both short-term contracts that run for the length of a given marketing/sales program, typically less than nine months, and through integrated contracts exceeding 270 days (“longer-term contracts”) covering various client needs. Longer-term contracts include a range of annual subscription products, which are paid for in advance. In the three and six months ended June 30, 2026, approximately 28% and 29%, respectively, of our revenues were from longer-term contracts. In the three and six months ended June 30, 2025, approximately 33% and 35%, respectively, of our revenues were from longer-term contracts.

Cost of revenues

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

Selling and marketing

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

General and administrative

General and administrative expenses consist primarily of salaries and related personnel costs, facility expenses and related overheads, accounting, legal and other professional fees, allowance for credit losses, and stock-based compensation expenses.

Product development

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

Depreciation

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

Amortization

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

Impairment of long-lived assets and goodwill

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

Restructuring expense (income)

Restructuring expense (income) primarily relate to the Restructuring Plan designed to reshape, optimize, and support the Company’s financial and operational efficiency. The plan involves streamlining certain areas and functions and reinvesting in others to improve the delivery of products and services to customers and enhance the Company’s global go-to-market capabilities.

Acquisition and integration costs

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

Remeasurement of contingent consideration

Remeasurement of contingent consideration relates to the fair value adjustment of acquisition related contingent consideration.

Interest income

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

Related party interest expense

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

Other income (expense), net

Other income (expense), net consists primarily of unrealized/realized foreign currency transaction gains and losses, and other non-operating income and expense transactions.

Income tax benefit (expense)

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

Results of Operations

The following table sets forth a summary of certain key financial information for the three and six months ended June 30, 2026 and 2025:

29

Comparison of The Three Months Ended June 30, 2026 and 2025

Revenues

Revenue for the three months ended June 30, 2026 was $116.1 million, a decrease of $3.8 million, or 3%, compared to the three months ended June 30, 2025. The decrease was primarily driven by a $2.3 million decrease in Intelligence & Advisory segment revenues, primarily due to lower Research & Consulting services in the current period and a $1.5 million decrease in Brand to Demand segment revenues, primarily driven by a small decrease in our Demand Generation and Intent Data product lines.

Cost of revenues

Cost of revenues for the three months ended June 30, 2026 was $51.7 million, representing an increase of $0.5 million, or 1%, compared to the three months ended June 30, 2025. The increase was primarily driven by a $0.3 million increase in amortization reflecting higher amortization of capitalized content and platform-related assets, with a further $0.1 million increase attributable to increased labor and related costs.

Operating expenses and other

Selling and Marketing. Selling and marketing expenses decreased by $7.4 million, or 20%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily driven by a $6.3 million decrease in staff-related costs post the company-wide restructuring and workforce reduction program initiated in August 2025. The remaining decrease is attributable to a $1.8 million decrease in third-party spend and costs optimization initiatives. This was partially offset by a $0.7 million increase in sales commissions.

General and Administrative. General and administrative expenses increased by $3.0 million, or 16%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was primarily attributable to a $2.3 million increase in staff-related costs, as the prior-year period reflected the timing of post-transaction synergies and cost optimizations that resulted in a lower comparative base in the second quarter of 2025. Additionally, other operating costs increased due to a $0.7 million increase in information technology costs.

Product Development. Product development costs increased by $0.8 million, or 29%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to higher staff and related personnel costs supporting product development activities.

Depreciation. Depreciation expense decreased by $0.1 million, or 21%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to certain IT equipment and other fixed assets becoming fully depreciated during the period.

Amortization. Amortization expense decreased by $0.3 million, or 1%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to higher amortization included in cost of revenues in the current period.

Impairment of Goodwill. There was no goodwill impairment recorded for the three months ended June 30, 2026. As a result of the impairment analysis in the three months ended June 30, 2025, an impairment charge of $382.2 million was recorded. Due to decreases in our stock price and overall market capitalization, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, it was determined a triggering event occurred in the prior year period, indicating goodwill may be impaired. Accordingly, we conducted a quantitative impairment test of our goodwill at March 31, 2025. We estimate the implied fair value of our goodwill primarily using an income approach. Changes in the estimates or assumptions used in our quantitative impairment test could materially affect the determination of fair value and the associated goodwill impairment assessment. Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to continued increases in costs and other macroeconomic factors.

Restructuring expense (income). Restructuring expense was $0.1 million for the three months ended June 30, 2026, compared to no restructuring expense (income) in the three months ended June 30, 2025. Restructuring expense (income) primarily relates to a company‑wide restructuring and workforce reduction program initiated in August 2025, aimed at improving operational efficiency and reducing the overall cost base.

Acquisition and Integration Costs. Acquisition and integration expenses decreased by $6.3 million, or 42%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily attributable to the substantial reduction of integration activities, resulting in lower external consulting and advisory fees as the business transitions from active integration to steady-state operations.

Interest Expense on Related Party Loans. Interest expense on related party loans decreased $0.6 million, or 23%, in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to a higher balance drawn on the Credit Facility in the prior year period.

Interest Income. Interest income decreased by an immaterial amount for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due to relatively consistent cash balances in the current period.

Other Income (Expense), net. Other income for the three months ended June 30, 2026 was $0.5 million compared to other expense of $5.2 million for the three months ended June 30, 2025. The improvement was primarily attributable to a $3.5 million decrease in unrealized foreign exchange losses on balances denominated in foreign currencies, reflecting more favorable currency movements in the current period, and a $1.8 million gain on the sale of certain intangible assets associated with the platform known as GDC Vault to Informa. The remaining $0.4 million favorable variance was due to net improvements in other foreign exchange gains and losses on operational transactions and balances.

Income Tax Benefit (Expense). Income tax benefit for the three months ended June 30, 2026 was $2.0 million, a decrease of $17.6 million compared to the income tax benefit of $19.6 million in the three months ended June 30, 2025. The effective tax rate was (8.5)% and (4.7)% for the three months ended June 30, 2026 and 2025, respectively. In 2026, the effective tax rate was primarily driven by a geographic mix of earnings. In 2025, the effective tax rate was primarily driven by non-taxable contingent consideration and non-deductible goodwill impairment. Due to the Company’s history of impairments the effect of the non-deductible goodwill impairment was not treated as a discrete item in the three months ended June 30, 2025.

Comparison of The Six Months Ended June 30, 2026 and 2025

Revenues

Revenue for the six months ended June 30, 2026 was $222.2 million, a decrease of $1.6 million, or 1%, compared to the six months ended June 30, 2025. The decrease was primarily driven by a $3.5 million decrease in Intelligence & Advisory segment revenues, primarily due to lower Advisory services revenues and softer Intelligence subscription revenue. This was partially offset by the Brand to Demand segment, primarily driven by performance across the Demand Generation and Branding product lines.

Cost of revenues

Cost of revenues for the six months ended June 30, 2026 was $99.7 million, representing an increase of $4.4 million, or 5%, compared to the six months ended June 30, 2025. The increase was primarily driven by higher fulfillment costs. A further $0.9 million relates to an increase in amortization, reflecting higher amortization of capitalized platform-related assets and $0.3 million in increased labor and related costs, consistent with increased activity levels.

Operating expenses and other

Selling and Marketing. Selling and marketing expenses decreased by $7.3 million, or 10%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily driven by $5.6 million decrease in labor and related costs post the company-wide restructuring and workforce reduction program initiated in August 2025 and a $3.8 million decrease in marketing spend. This was partially offset by a $2.1 million increase in sales commissions, reflecting changes towards more performance‑based compensation.

General and Administrative. General and administrative expenses decreased by $2.5 million, or 6%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease was primarily driven by a $3.2 million decrease in professional fees, a $2.7 million reduction in staff-related costs driven by post-transaction synergies and organizational restructuring, and a $0.9 million decrease in property and office costs due to reduced office space requirements and associated lease obligations. These were partially offset by a $2.9 million increase in information technology costs, primarily due to enhanced corporate technology infrastructure investments and increased cost allocations from centralized IT services.

Product Development. Product development costs increased by $1.6 million, or 30%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to higher staff and related personnel costs supporting product development activities.

Depreciation. Depreciation expense increased by $0.1 million, or 7%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to an adjustment to the estimated useful lives of existing leasehold improvements in the anticipation of a relocation of the Newton office lease.

Amortization. Amortization expense decreased by $1.6 million, or 4%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to higher amortization included in cost of revenues in the current period.

Impairment of Goodwill. As a result of the impairment analysis in the six months ended June 30, 2026 and June 30, 2025, impairment charges of $45.0 million and $841.3 million were recorded, respectively. Due to decreases in our stock price and overall market capitalization, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, it was determined a triggering event occurred in each of the three month periods ended March 31, 2026 and March 31, 2025, indicating goodwill may be impaired. No triggering event occurred in the three months ended June 30, 2026. Accordingly, we conducted a quantitative impairment test of our goodwill at March 31, 2026, March 31, 2025 and June 30, 2025. We estimate the implied fair value of our goodwill primarily using an income approach. Changes in the estimates or assumptions used in our quantitative impairment test could materially affect the determination of fair value and the associated goodwill impairment assessment. Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to continued increases in costs and other macroeconomic factors.

Restructuring expense (income). Restructuring income was $0.4 million for the six months ended June 30, 2026, compared to no restructuring expense (income) in the six months ended June 30, 2025. Restructuring expense (income) primarily relates to a company‑wide restructuring and workforce reduction program initiated in August 2025, aimed at improving operational efficiency and reducing the overall cost base. The income recognized in the current period primarily reflects reversals of previously recorded expenses as a result of changes in estimates.

Acquisition and Integration Costs. Acquisition and integration expenses increased by $0.2 million, or 1%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, based on levels of integration activities.

Remeasurement of Contingent Consideration. For the six months ended June 30, 2026, the Company recognized an immaterial amount of remeasurement expense related to contingent consideration. No contingent consideration remeasurement was recorded for the six months ended June 30, 2025.

Interest Expense on Related Party Loans. Interest expense on related party loans decreased $0.3 million, or 7%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to the timing of the related party debt drawdown, which occurred in late January 2025, resulting in fewer months of incurred interest expense during the six months ended June 30, 2026 compared to the current period.

Interest Income. Interest income decreased $0.8 million, or 88%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, due to decreased cash balances in the current period.

Other Income (Expense), net. Other income for the six months ended June 30, 2026 was $1.4 million compared to the other expense of $8.3 million for the six months ended June 30, 2025, primarily due to unrealized gains on intercompany balances denominated in foreign currencies in the current period while the prior year period had unrealized losses on intercompany balances denominated in foreign currencies. Additionally, the six months ended June 30, 2026 included a $1.8 million gain on the sale of certain intangible assets associated with the platform known as GDC Vault to Informa.

Income Tax Benefit (Expense). Income tax benefit for the six months ended June 30, 2026 was $13.4 million, an increase of $20.2 million compared to the income tax provision of $6.8 million in the six months ended June 30, 2025. The effective tax rate was (12.6)% and 0.7% for the six months ended June 30, 2026 and 2025, respectively. In 2026, the effective tax rate was primarily driven by a non-deductible goodwill impairment and a geographic mix of earnings. In 2025, the effective tax rate was primarily driven by non-taxable contingent consideration and larger non-deductible goodwill impairment. Due to the Company’s history of impairments, the effect of the non-deductible goodwill impairment was not treated as a discrete item in the six months ended June 30, 2025.

Segment Analysis

As discussed in Note 13 Segments, to the Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, we made changes to our organizational structure in the first quarter of 2026. With these changes, we revised our reportable segments, changing from one segment to two segments. The table below presents Revenues and Segment Operating Income (Loss) for each reportable segment for the three months ended June 30, 2026 and 2025:

Brand to Demand segment revenues decreased by $1.5 million, or 2%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to a small decrease in our Demand Generation and Intent Data Product lines. Segment operating income increased by $0.7 million, or 2%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, driven mainly by decreased labor and related costs.

Intelligence & Advisory segment revenues decreased by $2.3 million, or 7%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily driven by lower Research & Consulting services in the current period. Segment operating income decreased by $1.8 million, or 19%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease primarily reflected the revenue decline, slightly offset by achieved indirect cost savings.

The table below presents Revenues and Segment Operating Income (Loss) for each reportable segment for the six months ended June 30, 2026 and 2025:

34

Brand to Demand segment revenues increased by $1.9 million, or 1%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by performance across the Demand Generation and Branding product lines. Segment operating income increased by $6.2 million, or 9%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily attributable to cost reductions in consulting and professional fees, as well as lower third party spend as well as other operating expenses resulting from post-transaction operational efficiencies, partially offset by increased labor and related costs.

Intelligence & Advisory segment revenues decreased by $3.5 million, or 5%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily attributable to lower Advisory revenues and Intelligence subscription revenue. Segment operating income decreased by $1.2 million, or 6%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease primarily reflected the revenue decline, offset by lower variable costs associated with reduced Advisory project revenue and indirect cost savings achieved through operational efficiencies across the segment.

Liquidity and Capital Resources

At June 30, 2026, our cash and cash equivalents totaled $45.8 million. The Company has a $250 million revolving line of credit with Informa, of which $129.9 million remains available as of June 30, 2026. We believe that our existing cash and cash equivalents plus our remaining availability under the revolving Credit Facility will be sufficient to meet our anticipated cash needs for at least the next 12 months.

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

Cash Flows

Net cash provided by operating activities

Cash flows provided by operating activities for the six months ended June 30, 2026 was $3.3 million, a $10.4 million decrease in cash inflows compared to the operating cash inflow for the six months ended June 30, 2025. The cash inflow for the six months ended June 30, 2026 was primarily driven by a decrease in accounts receivable of $12.4 million and an increase in contract liabilities of $11.9 million, partially offset by a decrease in accrued expenses and other current liabilities of $7.3 million, in operating lease net liabilities of $5.8 million and accounts payable of $3.1 million. The cash inflow for the six months ended June 30, 2025 was primarily driven by an increase in income taxes payable of $29.5 million, contract liabilities of $15.2 million and related party payables of $13.2 million, partially offset by a decrease in accrued expenses and other current liabilities of $7.8 million, and an increase in related party receivables of $3.9 million.

Net cash provided by (used in) investing activities

Cash flows used in investing activities were $11.2 million and cash flows provided by investing activities were $67.9 million for the six months ended June 30, 2026 and 2025, respectively. The outflows in the six months ended June 30, 2026 primarily resulted from increased intangible assets of $9.3 million. The inflows in the six months ended June 30, 2025 reflected the sale of short-term investments of $76.8 million, partially offset by increased intangible assets of $8.5 million.

Net cash provided by (used in) financing activities

Cash flows provided by financing activities were $13.2 million and cash flows used in financing were $297.0 million for the six months ended June 30, 2026 and 2025, respectively. The inflows in the six months ended June 30, 2026 were primarily from borrowings under the Credit Facility of $13.4 million. The outflow for the six months ended June 30, 2025 was due to the repayment of convertible notes of $417.0 million and the repayment of borrowings under the Credit Facility of $15 million, partially offset by a $135.0 million inflow from the Credit Facility.

Off Balance Sheet Arrangements

As of June 30, 2026 and December 31, 2025, Informa TechTarget did not have any significant off-balance sheet arrangements.

Cautionary Note Regarding Forward-Looking Statements

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

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

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

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

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Informa TechTarget's market risk exposure is primarily a result of fluctuations in foreign exchange rates and interest rates. The Company does not hold or issue financial instruments for trading purposes.

Foreign currency exchange risk

The Company currently has subsidiaries in the United Kingdom, Hong Kong, China, Australia, Singapore, Germany and France. Approximately 24% and 25% of the Company's revenues for the three and six months ended June 30, 2026, respectively, were derived from customers with billing addresses outside of the United States and our foreign exchange losses were not significant. Additionally, the Company is exposed to foreign exchange risk related to operational expenses incurred, primarily labor costs, most predominantly between the British pound and the United States dollar. Changes in the exchange rate between the British pound and the US dollar can impact the Company's financial results when these foreign currency transactions are converted to US dollars. The Company continues to review this issue and may consider hedging certain foreign exchange risks through the use of currency futures or options in the future. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. The Company's continued international expansion increases our exposure to exchange rate fluctuations and as a result such fluctuations could have a significant impact on future results of operations. The Company also maintains receivables and cash accounts denominated

In addition, the Company's foreign subsidiaries have certain amounts of Goodwill and Intangibles which expose it to foreign currency exchange rate fluctuations. These exchange rate fluctuations are included as a component of other comprehensive (loss) income.

Interest rate risk

At June 30, 2026, the Company had cash and cash equivalents totaling $45.8 million. The cash and cash equivalents were held for working capital purposes. Due to the short-term nature of these investments, the Company believes that it does not have any material exposure to changes in the fair value of its investment portfolio as a result of changes in interest rates. Declines in interest rates, however, would reduce future investment income.

The Company is exposed to market risk for changes in interest rates related to the Credit Facility, which provides for borrowing up to $250.0 million. Interest on the Credit Facility is calculated by reference to the SOFR, plus 2.5% per annum. Assuming that the amounts available under the Credit Facility were fully drawn, a 1% increase in interest rates would result in an increase in annual interest expense and a decrease in cash flows of $2.5 million per year.

Inflation

Although the Company cannot accurately anticipate the future effect of inflation on our financial condition or results of operations, inflation historically has not had a material impact on the Company's operations. If the Company's costs were to become subject to significant inflationary pressures, it may not be able to fully offset such higher costs through price increases for services. The Company's inability to do so could harm its business, financial condition or results of operations.

Limitations on effectiveness of controls and procedures

Informa TechTarget maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the Company's disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of the Company's controls and procedures relative to their costs.

Evaluation of disclosure controls and procedures

Management, with the participation of the principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of the Company's disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures were not effective as of June 30, 2026, due to the material weaknesses in our internal control over financial reporting as described below.

Notwithstanding the material weaknesses, and based on the additional analyses and other procedures management performed, management concluded that the Company's unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q state fairly, in all material respects, its financial position and results of operations and cash flows as of each of the dates, and for each of the periods, in accordance with generally accepted accounting principles in the United States of America.

Material weaknesses in internal control over financial reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. As previously disclosed, management identified the following material weaknesses in internal control over financial reporting as of December 31, 2025, which remained unremediated as of June 30, 2026:

• The Company did not design and maintain an effective control environment as it lacked a sufficient complement of personnel with an appropriate level of internal controls and accounting knowledge, training and experience commensurate with its financial reporting requirements. The limited personnel resulted in the Company's inability to consistently establish appropriate authorities and responsibilities in pursuit of our financial reporting objectives, as demonstrated by, among other things, insufficient segregation of duties in our finance and accounting functions.
• The Company did not design and maintain effective controls in response to the risks of material misstatement as changes to existing controls or the implementation of new controls were not sufficient to respond to changes to the risks of material misstatement to financial reporting.
• The Company did not design and maintain effective monitoring controls to ascertain whether the components of internal control are present and functioning, and information and communication controls to support the functioning of internal control.

These material weaknesses contributed to the following additional material weaknesses:

• The Company did not design and maintain effective controls over the period-end financial reporting process to achieve complete, accurate, and timely financial accounting, reporting and disclosures, including the classification of various accounts and the presentation and disclosure of items in the consolidated financial statements.
• The Company did not design and maintain effective controls to analyze, account for and disclose non-routine, unusual or complex transactions. Specifically, the Company did not design and maintain controls to timely analyze and account for acquisition transactions and asset impairments.
• The Company did not design and maintain formal accounting policies, procedures, and controls to achieve complete, accurate, and timely financial accounting, reporting and disclosures, including controls over the

preparation and review of account reconciliations and journal entries, and control activities related to all significant accounts and disclosures, including controls to validate reliability of system-generated information used in the controls.

The material weaknesses related to the lack of sufficient complement of personnel with an appropriate level of internal controls and accounting knowledge, training and experience, risk assessment, lack of effective controls over the period-end financial reporting process, lack of effective controls related to non-routine, unusual or complex transactions, and the lack of effective control activities related to all significant accounts and disclosures resulted in adjustments recorded in conjunction with the preparation of the financial statements as of and for the year ended December 31, 2025 related to acquisition and integration related costs and certain accrued expenses.

Additionally, the material weaknesses could result in a misstatement of the consolidated financial statements and disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

In addition to the foregoing, the Company did not design and maintain effective controls over information technology (“IT”) general controls for information systems that are relevant to the preparation of our consolidated financial statements, specifically, with respect to: (i) program change management controls for financial systems to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized, and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate company personnel; (iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored; and (iv) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements. These IT deficiencies did not result in a misstatement to the consolidated financial statements; however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. Accordingly, management has determined these deficiencies in the aggregate constitute a material weakness.

Remediation of Previously Identified Material Weaknesses

With the oversight of the Audit Committee of the Board of Directors, and assistance of third-party advisors, management developed and began executing a comprehensive remediation plan during fiscal year 2025, which is still ongoing as of the date of this report. The following remediation activities commenced in 2025 and are continuing in 2026:

• The Company has hired experienced finance and accounting personnel and supplemented remaining capacity gaps with third-party experts, strengthening technical accounting, SEC reporting, and internal control expertise and enabling the Company to design and implement controls over segregation of duties. The Company will continue to make additional accounting hires to further bolster accounting capabilities;
• The Company has engaged a third-party advisory firm to begin assisting it in designing, implementing, and documenting control activities across significant process areas (including entity level controls, monitoring controls, period-end review controls, and controls over non-routine and complex transactions) that support its significant accounts and disclosures and align to the COSO framework;
• The Company has engaged a third-party advisory firm to assist in designing and implementing a formal financial statement risk assessment to identify material financial statement line items for which key controls are needed to ensure complete and accurate financial reporting;
• The Company has engaged a third-party advisory firm to assist in designing and implementing IT general controls across all relevant systems, including controls over user access, program change management, computer operations, and system development activities;
• The Company has provided trainings for finance, accounting, and control owners focused on internal control over financial reporting, and will continue to provide trainings to both existing and newly hired personnel; and
• The Company has designed and began implementing formal accounting policies, procedures and controls.

While management believes these actions represent progress, the material weaknesses have not been fully remediated as of June 30, 2026, as many of these remediation efforts are still ongoing and, in some cases, sufficient time had not elapsed to demonstrate sustained operating effectiveness of the newly designed and implemented controls.

Management will continue to execute the remediation plan throughout fiscal year 2026. The process of designing and maintaining effective internal control over financial reporting is a continuous effort that requires management to anticipate and react to changes in our business, economic, and regulatory environments and to expend significant resources. As management continues to evaluate our internal control over financial reporting, the Company may take additional actions to remediate the material weaknesses or modify the remediation actions described above.

While the Company will devote significant time and attention to these remediation efforts, the material weaknesses will not be considered remediated until management completes the design and implementation of the actions described above and the controls operate for a sufficient period of time, and management has concluded, through testing, that these controls are effective

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company's business is subject to a number of risks that could have a material effect on our business, results of operations, financial condition and/or liquidity and that could cause the Company's operating results to vary significantly from period to period. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors the Company previously disclosed in Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 11, 2026. The Company may disclose changes to any risk factors presented or disclose additional factors from time to time in our future filings with the SEC.