10. Stock-based compensation

The TechTarget, Inc. 2017 Stock Option and Incentive Plan (the “2017 Plan”), became effective June 16, 2017. In connection with the Merger, the Company assumed the 2017 Plan, and 949,300 unvested restricted stock units outstanding immediately prior to the Merger were converted into 1,492,858 unvested restricted stock units of the Company. Each restricted stock unit is subject to the same terms and conditions as prior to the Merger, Grants vest in equal tranches over a three-year period. Shares of stock underlying the restricted stock units are not issued until the units vest.

No new awards may be granted under the 2017 Plan; however, 1,492,858 shares of common stock are available for issuance in connection with the vesting of restricted stock units previously awarded under the 2017 Plan.

In September 2024, Former TechTarget’s board of directors, approved the 2024 Incentive Plan (the “2024 Plan”), which was approved by the stockholders of Former TechTarget in conjunction with their approval of the Merger agreement. Further, in connection with the effectiveness of the Merger, the Informa TechTarget board of directors adopted to the 2024 Plan. On December 2, 2024, 6,366,171 shares of Informa TechTarget’s common stock were reserved for issuance under the 2024 Plan and, generally, shares that are forfeited or canceled from awards under the 2024 Plan also will be available for future awards. Under the 2024 Plan, Informa TechTarget may grant restricted stock and restricted stock units, non-qualified stock options, stock appreciation rights, performance awards, and other stock-based and cash-based awards. Grants vest in equal annual tranches over a three-year period. Shares of stock underlying awards of restricted stock units are not issued until the units vest. The 2024 Plan further provides that, in the event any dividends or dividend equivalents are declared with respect to restricted stock, restricted stock units, other stock-based awards and performance awards, such dividends or dividend equivalents would be subject to the same vesting and forfeiture provisions as the underlying award. There are a total of 7,569 shares of common stock that are reserved for issuance under outstanding stock-based grants under the 2024 Plan as of December 31, 2024. A further 6,352,545 shares of common stock remain available for issuance of future awards under the 2024 Plan as of December 31, 2024.

Employee Stock Purchase Plan (“ESPP”)

In September 2024, Former TechTarget’s board of directors adopted the TechTarget, Inc. 2024 Employee Stock Purchase Plan (the “ESPP”), which became effective December 2, 2024 at which time, 1,400,000 shares of Informa TechTarget’s common stock were reserved for issuance under the ESPP.

Non-Employee Director Compensation Plan (the “NED Plan”)

In December 2024, the Company’s board of directors approved the Non-Employee Director Compensation Plan which provides for grants of shares, options and restricted stock units, to directors as a payment for joining the board of directors and as a retainer for service on the board of directors.

Informa PLC Incentive Plans

Certain employees of Informa TechTarget were and continue to be eligible to participate in the following plans issued by Informa PLC (“Plans”): the Long-Term Incentive Plan (“LTIP”), ShareMatch, and the US Employee Share Purchase Plan (“Informa ESPP”). Any expense resulting from participation in the Plans is included in the consolidated statement of income (loss) and comprehensive income (loss).

Restricted Stock Unit Awards

The total grant-date fair value of restricted stock unit awards that vested during the year ended December 31, 2024 was $1.3 million. Additionally, Informa TechTarget recorded $1.1 million of stock-based compensation expense for awards issued by Parent, which is recorded in net parent investment prior to the Transaction

As of December 31, 2024, there was $35.5 million of total unrecognized compensation expense related to restricted stock units, which is expected to be recognized over a weighted average period of 2.28 years.

Accounting for Stock-Based Compensation Prior to the Transaction

Prior to the Transaction, Informa TechTarget had no stock-based compensation plans; however, certain of its employees are eligible to participate in the Plans issued by the Parent. All grants of share awards (prior to the Transaction) were made under the Plans.

Stock-based compensation expense is recognized based on the Informa TechTarget’s cost of the awards under ASC 718, Compensation — Stock Compensation. All awards granted under these Plans were valued based on the Parent’s common stock and are not indicative of the results that Informa TechTarget would have incurred as a separate and independent business for the periods presented prior to the Transaction.

The stock-based compensation expense attributable to Informa TechTarget is based on the awards and terms previously granted under the Plans to Informa TechTarget’s employees and an allocation of the Parent’s corporate and shared functional employee stock-based compensation expenses.

Accounting for Stock-Based Compensation Subsequent to the Transactions

Subsequent to the Transactions, the stock-based compensation expense attributable to Informa TechTarget is based on the awards and terms previously granted under the Plans or Informa TechTarget's equity compensation plan. Informa TechTarget's stock-based compensation is based on awards granted to employees or secondees by either the Parent or Informa TechTarget. The Company applies an estimated annual forfeiture rate based on historical averages in determining the expense recorded in each period.