The tender offers are required to be made as a result of the transactions consummated on December 2, 2024 (the "Closing Date") pursuant to the Agreement and Plan of Merger, dated as of January 10, 2024, among TechTarget Holdings Inc. (formerly known as TechTarget, Inc.) ("Former TechTarget"), Informa TechTarget, Toro Acquisition Sub, LLC, Informa PLC, Informa US Holdings Limited, and Informa Intrepid Holdings Inc. (the "Transactions"). Under the terms of the Indentures, the Transactions constituted a Fundamental Change (as defined in each of the Indentures), and Informa TechTarget is required to offer to repurchase the Notes for cash at a purchase price equal to 100% of the aggregate principal amount of their Notes to be repurchased, plus, in the case of the 2025 Notes, accrued and unpaid interest on the 2025 Notes to, but excluding, January 24, 2025 (the "Fundamental Change Repurchase Date").