As filed with the Securities and Exchange Commission on July 17, 2025
Registration No. 333-283682
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TECHTARGET, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 99-2218610 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| 275 Grove Street Newton, Massachusetts |
02466 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
TechTarget, Inc. 2017 Stock Option and Incentive Plan
TechTarget, Inc. 2024 Incentive Plan
TechTarget, Inc. 2024 Employee Stock Purchase Plan
(Full Title of the Plan)
Charles D. Rennick
Vice President, General Counsel, and Corporate Secretary
(Name and Address of Agent For Service)
(617) 431-9200
(Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this “Amendment No. 1”) relates to the Registration Statement on Form S-8, File No. 333-283682, filed with the Securities and Exchange Commission (the “Commission”) on December 9, 2024 (the “Original Registration Statement”) by TechTarget, Inc. (the “Registrant”). The Original Registration Statement registered (i) 1,492,858 shares of the Registrant’s common stock, par value $0.001 per share (“Common Stock”), issuable upon the vesting of restricted stock units outstanding under the TechTarget, Inc. 2017 Stock Option and Incentive Plan; (ii) 6,366,171 shares of Common Stock issuable under the TechTarget, Inc. 2024 Incentive Plan; and (iii) 1,400,000 shares of Common Stock issuable under the TechTarget, Inc. 2024 Employee Stock Purchase Plan.
This Amendment No. 1 is being filed by the Registrant solely for the purpose of (i) including as Exhibit 23.4 hereto PricewaterhouseCoopers LLP’s consent to the incorporation by reference in the Original Registration Statement of its report dated May 28, 2025, with respect to the consolidated financial statements of the Registrant included in its Annual Report on Form 10-K filed with the Commission for the fiscal year ended December 31, 2024, (ii) including as Exhibit 23.5 hereto PricewaterhouseCoopers LLP’s consent to the incorporation by reference in the Original Registration Statement of its report dated June 27, 2024, except for the effects of the restatement discussed in Note 1 to the combined financial statements of Informa Tech Digital Businesses of Informa PLC appearing in Amendment No. 4 to Toro CombineCo, Inc.’s Registration Statement on Form S-4 (No. 333-280529) as filed on October 23, 2024, as to which the date is September 4, 2024 and (iii) updating Part II – Information Required in the Registration Statement – Item 8, Exhibits. This Amendment No. 1 does not update, amend or modify any other information, statements or disclosure contained in the Original Registration Statement, except as otherwise referenced herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are incorporated herein by reference:
| * | Filed herewith |
| ** | Previously filed with the Original Registration Statement |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Original Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Newton, State of Massachusetts, on this 17th day of July, 2025.
| TECHTARGET, INC. | ||
| By: | /s/ Gary Nugent | |
| Gary Nugent | ||
| Chief Executive Officer | ||
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Original Registration Statement.