Bruce Levenson - 02 Dec 2024 Form 4 Insider Report for TechTarget Holdings Inc.

Footnote F1

On December 2, 2024, pursuant to the Agreement and Plan of Merger (the "Transaction Agreement") dated January 10, 2024, by and among TechTarget Holdings Inc. (formerly TechTarget, Inc.) (the "Company"), Toro CombineCo, Inc. ("NewCo"), Toro Acquisition Sub, LLC ("Merger Sub"), Informa PLC, Informa US Holdings Limited ("Informa HoldCo"), and Informa Intrepid Holdings Inc. ("Informa Intrepid"), (i) Informa HoldCo contributed to NewCo all of the issued and outstanding shares of capital stock of Informa Intrepid and $350 million in cash, in exchange for shares of CombineCo's common stock, par value $0.001 per share ("NewCo common stock") and (ii) Merger Sub merged with and into the Company, with the Company surviving the merger and becoming a direct wholly owned subsidiary of NewCo (the "Merger").

Footnote F2

Represents shares of common stock, par value $0.001 per share of the Company ("Company common stock") which, at the effective time of the Merger (the "Effective Time"), were converted into the right to receive (i) one share of NewCo common stock and (ii) $11.70 in cash (the "Transaction Consideration") per share of Company common stock.

Footnote F3

Represents vested and unvested stock options which, under the Transaction Agreement and immediately prior to the Effective Time, vested (to the extent unvested) in full, ceased to exist and were converted into the right to receive the applicable portion of the Transaction Consideration in respect of the shares of Company common stock underlying the options, reduced by the aggregate exercise price of such option and applicable withholding taxes.

Footnote F4

Represents vested stock options which, under the Transaction Agreement and immediately prior to the Effective Time, were cancelled and terminated for no consideration.