Toro CombineCo, Inc. 在本报告涵盖的期间内作为一家空壳公司进行运营。然而，正如本说明所述，Toro CombineCo, Inc. 根据《1934年证券交易法》第13条或15(d)所提交的未来定期报告将反映说明中提到的合并操作。

EXPLANATORY NOTE

Toro CombineCo, Inc.（“CombineCo”）是TechTarget, Inc.（“TechTarget”）的一家直接全资子公司，是一间于2024年1月4日由TechTarget在特拉华州成立的公司，目的是参与本文讨论的交易。

在2024年1月10日，TechTarget、CombineCo、Toro Acquisition Sub, LLC，一家特拉华州的有限责任公司和CombineCo的直接全资子公司（“合并子公司”）、Informa PLC，一家根据英格兰和威尔士法律组织的公众有限公司（“Informa”）、Informa US Holdings Limited，一家根据英格兰和威尔士法律组织的私营公司及Informa的间接全资子公司（“Informa HoldCo”）以及Informa Intrepid Holdings Inc.，一家特拉华州公司及Informa HoldCo的直接全资子公司（“Informa Intrepid”），签署了一份合并协议及计划（可能不时修订、修改或补充，以下简称“交易协议”），以在一家新的公众上市公司下合并Informa的Informa Tech部门的数字业务（统称为“Informa Tech数字业务”）和TechTarget（统称为“交易”）。

TechTarget 股东特别会议将于2024年11月26日，东部时间，在马萨诸塞州波士顿道富银行60号的Wilmer Cutler Pickering Hale and Dorr LLP 办公室召开，会议的目的如下：

如果交易完成，CombineCo将向特拉华州国务卿更改其注册名称为“TechTarget, Inc.”（我们称更名后的CombineCo为“NewCo”）。TechTarget将向特拉华州国务卿更改其注册名称为“TechTarget Holdings Inc.”，并且TechTarget的普通股，面值每股0.001美元（“TechTarget普通股”），将从纳斯达克全球市场（“纳斯达克”）退市，并根据《1934年证券交易法》（“交易法”）注销注册，停止公开交易。

在交易成交后（“成交”），NewCo将拥有TechTarget和Informa Tech数字业务的资产。与成交相关，(i) Informa HoldCo将向CombineCo贡献所有已发行和流通的Informa Intrepid的资本股票和3.5亿美元的现金，以换取NewCo普通股，面值每股0.001美元（“NewCo普通股”），(ii) 合并子公司将与TechTarget合并，TechTarget将作为合并的存续方，成为NewCo的全资子公司（“合并”），(iii) 由于合并，每一已发行和流通的TechTarget普通股将被转换（根据某些例外情况）为有权接收一股NewCo普通股和按比例分配的等于3.5亿美元的现金。Informa HoldCo将拥有NewCo普通股57%的已发行股份（按全面稀释基准计算，但不考虑可转换的TechTarget债券或为未来根据某些NewCo股权激励计划保留的股权可能发行的股份），前TechTarget股东将拥有NewCo普通股的其余已发行股份。

我们打算在纳斯达克或双方书面协商一致的其他美国全国证券交易所（该全国证券交易所称为“交易所”）上市NewCo普通股，股票标的为TechTarget当前的股票逐笔明细“TTGt”。

This Form 10-Q is reporting the shell company results for CombineCo for the three and nine months ended September 30, 2024. Since the date of its incorporation, CombineCo has not engaged in any activities other than as contemplated by the Transaction Agreement and other related agreements.

TABLE OF CONTENTS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the 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.

The following discussion and analysis should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and accompanying notes, which appear elsewhere in this Quarterly Report on Form 10-Q.

We are a Delaware corporation and wholly owned subsidiary of TechTarget, Inc. (“TechTarget”) formed for the purpose of engaging in the Transactions. Since the date of our incorporation, we have not engaged in any activities other than as contemplated by the Transaction Agreement and other related agreements. We did not conduct any operations, had no significant assets or liabilities and did not conduct any activities other than those incidental to our formation and the matters contemplated by the Transaction Agreement for the three and nine months ended September 30, 2024.

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Additional information about us is included in the documents incorporated by reference into this report.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q 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 timing and structure of the proposed transaction; the ability of the parties to complete the Transactions considering the various closing conditions; 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; the competitive ability and position of our business following completion of the Transactions; 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 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: that one or more closing conditions to the Transactions, 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 Transactions, 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 Transactions may not be completed in the time frame expected by us, TechTarget or Informa, or at all; unexpected costs, charges, or expenses resulting from the Transactions; uncertainty of our expected financial performance following completion of the Transactions; failure to realize the anticipated benefits of the Transactions, including as a result of delay in completing the Transactions or integrating the relevant portion of Informa tech digital businesses with the business of TechTarget; our ability to implement its business strategy; difficulties and delays in achieving revenue and cost synergies; the occurrence of any event that could give rise to termination of the Transactions; potential litigation in connection with the Transactions or other settlements or investigations that may affect the timing or occurrence of the Transactions 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 Transactions; certain restrictions during the pendency of the Transactions that may impact TechTarget’s ability to pursue certain business opportunities or strategic transactions; our, TechTarget’s and Informa’s ability to meet expectations regarding the accounting and tax treatments of the Transactions; the risk that any announcements relating to the Transactions could have adverse effects on the market price of TechTarget’s common stock; the risk that the Transactions 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

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Report on Form 10-K for the year ended December 31, 2023. These risks, as well as other risks associated with the Transactions, are more fully discussed the definitive Proxy Statement/Prospectus filed on October 25, 2024 and may be contained in 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 definitive Proxy Statement/Prospectus are 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. We do not 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 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.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2024. Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2024, our disclosure controls and procedures were effective at the reasonable assurance level.

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) that occurred during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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 thereunto duly authorized.

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