Annual report
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forrester.com ©2026 Forrester Research, Inc. All Rights Reserved. Americas EMEA Asia Pacific +1 617 613 6000 +44 20 7323 7600 +65 6426 7000 2025 ANNUAL REPORT
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To shareholders andm embers of theF orrester community, In 2025, thec ompany settledi ntoi ts post-transitiono perating model. Whiler evenue decreasedi n they ear, we believet hatw eh avee stablished systemsa nd products that will enable thec ompany to return to contract value( CV)g rowthi n2 026 andr evenue growth in 2027. Oure conomicf lywheelu sesc asht oi mprove ourg o-to-markete xecution ands trengthenp roduct capabilities,w hich drives higher CV,g eneratinga dditionalc ashf low, andt he cycler epeats. Whilew ea re laser-focusedo nm akingt hatf lywheelt urnf aster, we aren ot yetf ully optimized, as showni no ur financialr esults.I n2 025, revenuew as down 6%,a djustedo perating margin decreasedt o7 .6%, andC Vd ropped to $292.4 million. That said,p erformance improved as they earp rogressed. Wallet retentioni ncreased to 87%a t year-end andc lientc ount wasu pi nt he fourth quarter— fort he firstt imei nf oury ears.T he company’st otal revenues aren ow 75%C V— ourb usinessi sm orer enewable ands calablet hani n previous years. AverageC Vp er client increasedt o$ 160,000. Thep ercentageo fo ur contract value that is multiyear, grew from 69%t o7 2%,a nd operatingc ashf lowf or they earw as $21.1m illion, reflecting ourd isciplined approach to expensem anagement. Thec ompany endedt he year with $127.7m illion of cash andi nvestments,w ith$ 35 milliono fl ong-term debt. What Forresterd oes Io ften gett he question from investors, “Whatd oesF orrester actually do?” Here’s thes implea nswer. Ap artnership begins when ac ompany signsa ForresterD ecisions contract,w hich grants a designated number of executives access to ourr esearch. Thosee xecutives( nowc lients)m eetw ithu sa nd outlinet heir topt hree to five initiatives. Thec lients access Forrester’sr esearchv ia ourw ebsite or throughF orrester AI,o ur generative AI tool,t oa dvance theiri nitiatives ands olve problems.O ur research includes benchmarking,b est practices, vendor evaluations, models,f rameworks, demand data,c ases tudies,m arket landscapes,m arkets izing, predictions, andf orecasts. When thec lientr equiresa dvice, they meet with oura nalystsv ia unlimited3 0-minute inquiry sessionso r5 0-minute guidance sessions.I n2 025, oura nalystsp rovidedm oret han3 1,000o f theses essions.
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Clientsa ttendF orrester events to meet with peers, spendt imew itha nalysts, hear in-depth case studiesf romo ther companies, andg aine xposuret ot he most up-to-date research,i nsights, trends,a nd frameworks relevant to theirf unction. Thec lientt henr enewst he contract. Therea re af ew additional dynamics at play. We sell to 11 differentp ersonaso rr oles in largec ompanies,i ncluding chiefi nformation officers, chiefi nformation security officers,a nd chiefm arketing officers.C lients engage with research and events that areb uilt andt argetedf or theirr ole. ForresterD ecisions clientst ypically have multiyearc ontracts,s ot he relationship is al ong-term proposition. Unlike management consultants, we do nots howu p, solvea problem, andt hen disappear. We areo na nd by thes ideo fo ur clientse very daya st heyn avigatec omplex,m ultiyear initiativesa nd transformations. What is thev alue forc lients?F ifty-three percentr eportt hatF orrester enabledt hemt om ovef aster. Twenty-two percents ay that usingF orrester enabledt hemt ow in,s erve,a nd retain more customers. Eighteen percents aidt hatF orrester loweredt heir risk.F inally,6 %r eportedt hat Forresterh elpedl ower theirc osts. Will AI destroyF orrester? This hasb ecomea popularn arrative:P ublicl arge language models builtb yc ompanies like OpenAI andA nthropic will obviatet he need fore xperts ands trategic advice.W eb elieve what’s missingi n this view is that most of them oney made in AI will notb ei np ublicm odelsl ikeG eminio rC laude buti np rivate models.T he proprietaryd atah eldb yB loomberg,o ry ourb ank, or your insurance company, or Forrester, will neverb ei ncludedi np ublicL LMs— it will be held in models controlled by thosec ompanies. Forresterp ossesses threec apabilitiest hatp ublicl arge language models cannotd eliver:1 ) proprietaryd ata; 2) original ideasa nd analysis;a nd,f inally,3 )p eople— ourc lients area dvised by thea nalystsw ho createdt he data andi deas.F loatingo vera ll of this is ab ig word:t rust.W hen executives work with Forrester, they know they’ret urning to al ong-trusteds ource, backed by longitudinal data andh uman experts.
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TheA Io pportunity TheA Ie ra positionsF orrester to pursue twos ignificant opportunities: 1) usingA It or einventt he research anda dvisoryb usinessa nd 2) helpingl arge organizationst ransform fort he ageo fA I. Izola, oure arly privateg enerativeA Im odel,h as been availablet oc lients since2 023. We have developmentt eams devotedt ob uildingo ur AI capabilities,a nd we have yearso fe xperience workingw itht he technology,t esting andl earningw itho ur clients. In 2025,w el aunchedF orrester AI Access,a self-service AI offering that equips clientsw itht rusted insights anda dvice, enabling them to validate ideas, aligno nb estp ractices,a nd make smarterd ecisions faster.O ur abilityt o leverage thep ower of AI ledt ot he signingo ft he biggestc ontracti nt he historyo ft he company. In Q4 of 2025,u niqueu sers of Izolaw ereu p5 5% year over year.T he number of promptsw as up 65%. AI makesi te asierf or ourc lients to find answers. In addition,u sers canc reaten ew contentf rom Forrester’sr esearch— fore xample,u sing an Izolao utputt oc reatea board-meetingp resentation. Having oner esearchp latform, ForresterD ecisions,h as enabledu st od eliver ands cale AI offerings more effectivelyw hile providinga more seamless client experience.W eh avel ed ouri ndustryi nA I investment from thev eryb eginning. In early2 026, we transitioned from Izolat oo ur next-generation platform,c alledF orrester AI.T his versions upportsf ully conversational andm ultilayeredd ialogue, delivers improved accuracy across Forrester’sd atasets, andi sa ccessibled irectlyf romc lients’M icrosoft Teams environments. We ared eterminedt ou se AI to improveo ur clients’ experience,t od ecreaset he time they need to geta nswers,a nd to make thec apabilitya ccessiblef romw herevero ur clientsm ay be.O ur ambition is to reinvent ther esearchb usinessu sing thep ower of generative anda gentic AI. AI also createsa second,s ignificant opportunity: Everyl arge organization will need to undergo transformation to competei nt he AI era. Banksw illh avet ob ecome“ AI banks”;i nsurance companiesw ills ell“ AI insurance”;a nd retail companiesw illh avet om ovef rome -commercet o“ a- commerce” —a gentic commerce.N ot only will largec ompanies useA Ii nternallyt oi mprove efficiency andp rocess,b ut they will buildt heir ownm odelst os erve theirc ustomers.T he next five yearsw illb ed isruptivef or largeo rganizations.F orrester will be with them as they navigate theirA I voyages. This is theb iggest opportunityi nt he company’sh istory. The2 026 plan Ourp lani st og rowc ontractv alue in 2026,d rivenb yf ouri nitiatives.
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• We will runo ur retentionl ifecycle (RLC). TheR LC is ours ystemf or sustaining engagement with clients. It includes ak ickoff meetinga nd quarterlys essionsw itht he economic buyer of ours ervices. JulieM eringer, af ormerF orrester executive, hasr eturnedt ot he companyt o head ourc ustomers uccess organization,t he groupt hati sl eading this initiative.C lients that move throught he retentionl ifecycle renewt heir research contractsa ts ignificantly higher ratest hant he historical average. • Thes econdi nitiativei sa roundp roduct.W ew illb ec reatingm oreo ptionality in ourp roduct setf or ourc lients,c ontinuingt he effort that beganw itht he launch of AI Access in September2 025. Thes econdp roduct effort will be embeddingF orrester AI whereo ur clientsw ork— ForresterA Ii nM icrosoft Teamsi so ur firstf oray. • Ourt hird initiative is to continue to improveo ur go-to-market systemsa nd talent.T hisi sl ed by ourn ew chiefs ales officer, Christophe Favre. Christophe hasb eena tF orrester foro ver 14 years, running ouri nternational salest eams.O vert he last threey ears,h is salesr egions have shownt he best performancei nt he companya nd theh ighest netc ontractv alue increase.C hristophei sb uildinga cultureo fg rowthi ns ales,s harpenings ales execution, andi ncreasingt he research aptitude of Forresters ales executives. • Thef ourthi nitiativeo f2 026i st oc reater esearcht hati sm orea ctionable, relevant in differentb usinessc ycles, andd ata-rich. In addition to thesek ey initiatives, we arei mplementingo ther changesi n2 026. Thec ompany is exitingt he strategy consulting business.O ngoing instabilityi nU Sf ederal contractinga nd increasing competitionm adet he business difficultt oc onsistentlyg row. Going forward, ourc onsultingp ortfolio will focuso na dvisorys ervicesa nd custom content. In 2026, we areo verhauling oure ventsp ortfolio.T he events environmenti sc hanging, with attendeese xpecting shortert raveld istances,m oree fficient events formats, andm orep eer engagement.I nr esponse, this year we arei ntroducing more two-dayr egionalf orumsa crossN orth America, EMEA,a nd APAC.A ttendancea tt hese events will be capped to ensure that the experience is more intimate andc urated foro ur clients. Finalt houghts As we enter2 026, we aref ully committedt or eturning theb usinesst og rowth. In am arketf looded with low-quality, AI-generatedi nformation,l eaders need insightt heyc an trust. They need analysis grounded in data,s hapedb yh uman judgment,a nd deliveredi nw ayst hatf it howt heyw orka nd wheret heyw ork.
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Forresterw as builtf or this moment andi sr eady to lead. Iw antt ot hank oure mployees fort heir commitment to ourc lients andt oe acho ther.A nd Iw antt o thanky ou,o ur shareholders,f or your continueds upport as we move forwardw ithf ocus, confidence, andp urpose. Thanky ou, George F. Colony Chairman,C EO,a nd fellow investor
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Form 10-K 2025
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DOCUMENTS INCORPORATED BY REFERENCE Portions of ther egistrant’sP roxy Statementr elated to its 2026 AnnualS tockholders’M eetingt ob ef ileds ubsequently arei ncorporated by referencei ntoP art III of this Form 10-K. UNITED STATES SECURITIES AND EXCHANGEC OMMISSION Washington, D.C. 20549 FORM 10-K (MarkO ne) ☒☒ ANNUAL REPORT PURSUANT TO SECTION1 3O R1 5(d) OF THES ECURITIES EXCHANGEA CT OF 1934 Fort he fiscal year endedD ecember3 1, 2025 OR ☐☐ TRANSITIONR EPORTP URSUANT TO SECTION1 3O R1 5(d) OF THES ECURITIES EXCHANGEA CT OF 1934 FORT HE TRANSITIONP ERIODF ROMT O Commission File Number 000-21433 ForresterR esearch, Inc. (Exactn ameo fR egistranta ss pecified in itsC harter) Delaware 04-2797789 (State or otherj urisdictiono f incorporationo ro rganization) (I.R.S.E mployer Identification No.) 60 AcornP arkD rive Cambridge, Massachusetts 02140 (Addresso fp rincipal executive offices)( ZipC ode) Registrant’s telephone number, includinga rea code:( 617) 613-6000 Securitiesr egisteredp ursuantt oS ection1 2(b) of theA ct: Titleo fe achc lass TradingS ymbol(s) Name of each exchange on whichr egistered CommonS tock,$ 0.01 ParV alue FORR Nasdaq GlobalS elect Market Securitiesr egisteredp ursuantt oS ection1 2(g) of theA ct: None Indicateb yc heck mark if theR egistranti sawell- knowns easonedi ssuer,a sd efined in Rule 405 of theS ecuritiesA ct.Y ES ☐ NO ☒ Indicateb yc heck mark if theR egistranti sn ot requiredt of ile reports pursuantt oS ection1 3o r1 5(d) of theA ct.Y ES ☐ NO ☒ Indicateb yc heck mark whethert he Registrant:( 1) hasf ileda ll reports requiredt ob ef iledb yS ection1 3o r1 5(d) of theS ecuritiesE xchange Acto f1 934 duringt he preceding 12 months (orf or such shorterp eriodt hatt he Registrant wasr equiredt of ile such reports), and( 2) hasb een subject to such filingr equirementsf or thep ast9 0 days.Y ES ☒ NO ☐ Indicate by check mark whethert he Registrant hass ubmittede lectronically everyI nteractiveD ataF ile requiredt ob es ubmittedp ursuantt oR ule4 05 of RegulationS -T (§232.405 of this chapter) duringt he preceding1 2m onths (orf or such shorterp eriodt hatt he Registrant wasr equiredt os ubmit such files).Y ES ☒ NO ☐ Indicateb yc heck mark whethert he registrant is al arge accelerated filer, an accelerated filer, an on-accelerated filer, smallerr eportingc ompany, or an emerging growth company. Seet he definitions of “large accelerated filer,”“ accelerated filer,”“ smallerr eportingc ompany,” and“ emerging growth company” in Rule 12b-2o ft he Exchange Act. Largea ccelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smallerr eportingc ompany ☐ Emerging growth company ☐ If an emerging growth company, indicateb yc heck mark if ther egistranth as elected not to uset he extendedt ransitionp eriodf or complyingw ith anyn ew or revised financiala ccountings tandardsp rovidedp ursuantt oS ection1 3(a) of theE xchange Act. ☐ Indicateb yc heck mark whethert he registrant hasf ileda reporto na nd attestationt oi ts management’s assessmento ft he effectivenesso fi ts internal controlo ver financialr eportingu nderS ection4 04(b) of theS arbanes-OxleyA ct (15U .S.C.7 262(b))b yt he registered public accountingf irmt hatp reparedo ri ssued its auditr eport. ☒ If securitiesa re registered pursuantt oS ection1 2(b) of theA ct,i ndicateb yc heck mark whethert he financials tatementso ft he registrant includedi nt he filingr eflect the correctiono fa ne rrort op reviously issued financials tatements. ☐ Indicateb yc heck mark whethera ny of thosee rrorc orrections arer estatementst hatr equiredarecovery analysis of incentive-basedc ompensationr eceivedb ya ny of the registrant’s executiveo cers duringt he relevant recovery period pursuantt o§ 240.10D-1(b). ☐ Indicateb yc heck mark whethert he Registrant is as hell company( as definedi nR ule1 2b-2o ft he Exchange Act).Y ES ☐ NO ☒ Thea ggregatem arketv alue of thev otinga nd non-votingc ommone quity held by non-affiliateso ft he Registrant,b ased on thec losing priceo ft he shares of common stocko nT he NASDAQ StockM arketo nJ une 30, 2025, wasa pproximately $114,000,000. Then umbero fs hareso fR egistrant’sC ommonS tock outstanding as of March6 ,2 026 was1 9,176,000.
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2 FORRESTER RESEARCH,I NC. INDEXT OF ORM1 0-K Page PART I Item 1. Business 3 Item 1A.R iskF actors 7 Item 1B.U nresolvedS taff Comments1 0 Item 1C.C ybersecurity 10 Item 2. Properties1 1 Item 3. LegalP roceedings 11 Item 4. Mine Safety Disclosures1 2 PART II Item 5. Market forR egistrant’sC ommonE quity,R elated StockholderM atters,a nd Issuer Purchaseso fE quity Securities1 3 Item 6. [Reserved] 14 Item 7. Management’s Discussion andA nalysiso fF inancial Conditiona nd Results of Operations 15 Item 7A.Q uantitativea nd QualitativeD isclosures About Market Risk 25 Item 8. Consolidated FinancialS tatementsa nd Supplementary Data 26 Item 9. Changesi na nd Disagreements With Accountants on Accountinga nd FinancialD isclosure5 9 Item 9A.C ontrols andP rocedures5 9 Item 9B.O ther Information5 9 Item 9C.D isclosureR egarding ForeignJ urisdictions that PreventI nspections 59 PART III Item 10. Directors, ExecutiveO fficers, andC orporateG overnance 60 Item 11. ExecutiveC ompensation6 1 Item 12. Security Ownership of CertainB eneficialO wnersa nd Management andR elated StockholderM atters 61 Item 13. CertainR elationships andR elated Transactions,a nd Director Independence6 1 Item 14. PrincipalA ccountantF ees andS ervices 61 PART IV Item 15. Exhibits andF inancial StatementS chedules 62 Item 16 Form 10-KS ummary 62 SIGNATURES 65
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3 ThisA nnual Reporto nF orm1 0-Kc ontainsf orward-lookings tatementsw ithin them eaning of theP rivate SecuritiesL itigation Reform Acto f1 995. Wordss ucha s“ expects,” “believes,” “anticipates,” “intends,” “plans,” “estimates,” or similare xpressions are intendedt oi dentify thesef orward-lookings tatements. Referencei sm ade in particular to our statements about changing stakeholder expectations,p roductd evelopment, possiblea cquisitions,f utured ividends,f utures harer epurchases,f utureg rowthr ates,o perating income and cash from operations,f uturer emittanceo fu nremittede arnings,f utured eferredr evenue,f uturec ompliancew ithf inancial covenantsu ndero ur credit facility,f uturei ntereste xpense,a nticipated increasesi n, and productivity of,o ur salesf orce and headcount,t he adequacyo fo ur cash,a nd cash flows to satisfy our workingc apitala nd capitale xpenditures, thea nticipated impacto f accountings tandards,p lannedr enovations of our Cambridge,M assachusetts offices pacea nd anticipated capitale xpenditures, any future impairmentc harges we mayi ncur,a nd anticipated future declines in consultingr evenue.T hese statements areb ased on our current plans and expectations and involver isks and uncertainties. Important factorst hat couldc ausea ctual future activitiesa nd results of operations to be materially different from thoses et forthi nt he forward-lookings tatementsa re discussedb elow under“ Risk Factors.”W eu ndertaken oo bligationt ou pdatep ublicly any forward-lookings tatements, whethera saresult of newi nformation, future events,o ro therwise. PART I Item 1. Business General Forrester Research,I nc.i sagl obal independent research anda dvisory firm.W ee mpower leadersi nt echnology, customer experience, digital, marketing, sales, andp roductf unctions to accelerateg rowtht hrough customer obsession. Forrester’s unique research andc ontinuanceg uidancem odelh elps executives andt heir teamsa chieve theiri nitiatives ando utcomesf astera nd with confidence. Ourc ommons tock is listedo nN asdaqG lobalS elect Market under thes ymbol "FORR". Market Overview We believe that market dynamics— frome mpowered customersa nd changing business-to-businessb uying behaviorst or apid advancements in AI —h avef undamentally changedt he businessa nd technology landscape. Thesed ynamicsd emandt hatl eaders architect change rather than react to disruption. In this erao fc ontinuous disruption, AI andp ublic largel anguage models ("LLMs")a re increasinglyp ositioneda sd ecision supportp artners, despite lackingt he accuracy,t he human judgment, andt he reliability needed to make confidentb usinessd ecisions. To win, serve, andr etain customersi nt hise nvironment, we believe that organizations andt heir leadersh avea ni ncreasingn eed for trustedg uidancea nd insightsg roundedi no bjective sources,a nd rigorous data andr esearch analysis,t oh elpt hemm akec onfident decisions that put customer valuef irst.W eb elieve that Forrester is well positionedt oa ddresst hisn eed through its complementary combinationo ft rusted human intelligence ("HI") andA I. Forrester’sS trategya nd Business Model Thef oundationo fo ur businessm odeli so ur ability to help businessa nd technology leadersa nd theirt eamst ackle theirm ost pressing prioritiesa nd drive growth through customer obsession. Forrester’s offerings arer ooted in rigorous methodologies,e xtensive surveys, proprietary data,a nd trustedh uman insights. Ourp roprietary research,c onsulting, ande ventsp ortfolio,c ombinedw ith our generativeA Ic apabilities, equipc lientsw ith trustedi nsightsa nd advice to help them to go faster,t ow in,s erve andr etainc ustomers, andt or educer iska nd costs. This,i nt urn, createsasystem to expand contract value( “CV”), whichw ev iewa so ur most significant businessm etric. Generally speaking, we define CV products as thoses ervices that our clientsu se overa year’s time andt hata re renewable periodically,u sually on an annualb asis.O ur CV products primarily consisto fo ur subscriptionr esearch products,w hile our non-CV businesses, consultinga nd events,p layc ritical complementaryr oles in drivingo ur CV growth. With respect to our clients, multi-year CV productr elationships enable us to help our clientsf ormulate theirv isionf or thef uture andt hent ranslate thosep lans into implementationa nd outcomeso vert ime.F or our investors, we believe that CV growth will result in predictablea nd profitabler evenue streams. Ourb usinessm odeli sb uilt on thep remiset hata ni ncreasei nC Vg enerates more cashw hich can then be invested in improving our go-to-markets tructure (activitiesi ncluding sales, product, andm arketing) andc reatingC Vp roducts that clientsr enew year after year—repeatingt he cycle andd riving them odelf orward.W er efer to this modela so ur "CVg rowthe ngine"a nd to thed ifferencei n CV between twop ointsi nt ime as netc ontract valuei ncrease, or "NCVI."
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4 Our Products andS ervices We strive to be an indispensables ource that businessa nd technology leadersa nd theirt eamsa crossf unctions,i ncluding technology, customer experience,d igital, marketing, sales, andp roduct, worldwidet urnt of or ongoing guidancet op lana nd operate more effectively. We deliver our products ands ervicesg lobally through threeb usinesss egments– Research,C onsultinga nd Events. Research Form oret han4 0ye ars, Forrester hasb eenp roviding objective, independent andd ata-driven research insightsu tilizingb oth qualitativea nd quantitatived ata. We adhere to rigorous,u nbiased research methodologies that aret ransparent andp ublicly accessible to ensure consistent research quality acrossm arkets,t echnologies,a nd geographies. Ourp rimary subscriptionr esearch servicei sF orrester Decisions.T hisp ortfolio of research services is designedt op rovide businessa nd technology leadersw ith ap rovenp atht og rowtht hrough customer obsession. Keyc ontenta vailablev ia onlinea ccess includes: • future trends,p redictions,a nd market forecasts; • deep consumer andb usinessb uyerd ataa nd insights; • curatedb estp racticem odels andt oolst or un businessf unctions; • operationala nd performance benchmarking data;a nd • technology ands ervice market landscapesa nd vendor evaluations. Ourr esearch is availablet oc lientst hrough our proprietary generativeA It ool,F orrester AI,t op rovide immediate, trusted guidance. Ourr esearch services also include on-going supportf rom, andt ime with,F orrester analysts whop rovide guidanceo nh ow to applyF orrester research insights, best practices,t ools,f rameworksa nd data to advancek ey businessi nitiatives. Consulting Forrester Consultingh elps clientsi mplement customer obsesseds trategiest hatd rive growth.O ur consultingb usinessi ncludes consultingp rojects, contentm arketing, anda dvisory services. Events We hostm ultiple events acrossN orth America, Europe,a nd theA sia-Pacificr egiont hroughout they ear.F orrester Events are thoughtfully designeda nd curatede xperiencest op rovide clientsw ith insightsa nd actionablea dvice to achieve accelerated business growth.F orrester Events focuso nb usinessi mperatives of significanti nterestt oc lients, including business-to-businessm arketing, salesa nd productl eadership,c ustomere xperience, security andr isk, andt echnology andi nnovation. Oneo ft he primary purposes of our Events businessi st oh elpd rive our CV growth,a nd we have found that clientst hath avea ttendedo ne of our events renewt heir contractsw ith us at higherr ates compared to thoset hath aven ot attendeda ne vent.A dditionally,w eh avef ound that prospectst hat attend our events become clientsa th igherr ates than thoset hatd on ot attend events. Salesa nd Marketing We believe we have as trong alignmenta crosso ur sales, marketinga nd productf unctions. We sell our products ands ervicest hrough our direct salesf orce acrossN orth America, Europe andt he Asia Pacificr egion. Our saleso rganizationi so rganized into groups basedo ni ndustry, geography, anda ccount potential. OurH i-Tech groups focuso nN orth American technology vendors, segmentedi ntog lobal, strategic, andm id-sizec ompanies,a nd our NorthA merican EndU serg roup focuseso nc ompanies in five industries, as well as federal, statea nd local U.S. government clients. OurE uropean andA siaP acific groups focuso nb othe nd user andv endor clientsi nt heir respectiveg eographies.O ur InternationalB usinessD evelopmentg roup sells our products ands ervicest hrough independent salesr epresentatives in select internationall ocations.W ea lsoh avet eamsf ocused on newb usiness, revenue development, ande vent sales. We employed5 53 salesp ersonnela so fD ecember3 1, 2025 compared to 580 salesp ersonnele mployeda so fD ecember3 1, 2024. We also sell select Research products directly onlinet hrough our website.
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5 Our marketinga ctivitiesa re designedt oe levate theF orrester brand, differentiate andp romote Forrester’s products ands ervices, improve thec lient experience, andd rive growth.W ea chieve theseo utcomesb yc ombining thev alue of reputation, demand generation, customer engagement,a nd salesa nd customer successe nablementp rogramst od eliver multichannelc ampaigns andh igh- quality digitale xperiences. Ourc ustomers uccesso rganizationc onducts post-sale engagement activitiest hata re designedt oa lignt o client outcomes, accelerate time to value, andd rive higherr etention. As of December3 1, 2025, our pr oducts ands ervices were delivered to more than 1,700 client companies. No singlec lient companya ccounted form oret han3 %o fo ur 2025 revenues. Pricinga nd Contracts We reporto ur revenuef romc lientc ontractsi nt hree categorieso fr evenue:( 1) research,( 2) consulting, and( 3) events.W e classify revenuef roms ubscriptions to,a nd licenseso f, our research products ands ervices as research revenue.W ec lassify revenue fromo ur consultingp rojectsa nd standalone advisory services as consultin gr evenue.W ec lassify revenue fromt ickets to,a nd sponsorshipso f, events as events revenue. Contract pricingf or annuals ubscription-basedp roducts is principally af unctiono ft he numbero fl icensedu sers at thec lient. Pricingo fc ontracts is af ixed feef or thec onsultingp roject or shorter-terma dvisory service. We periodically review andi ncreaset he listp rices foro ur products ands ervices. We track contract valuea sasignificantb usinessi ndicator.C ontract valuei sd efined as thev alue attributable to allo fo ur recurring research-relatedc ontracts. Contract valuei sc alculateda st he annualized valueo fa ll contractsi ne ffect at as pecificp oint in time,w ithout regard to how much revenueh as alreadyb een recognized.C ontract valued ecreased 6% to $292.4 milliona t December3 1, 2025 from $311.9 milliona tD ecember3 1, 2024. Competition We believe our focuso nh elping businessa nd technology leadersu se customer obsession to driveg rowths etsu sa part from our competition. In addition, we believe we competef avorably due to: • our abilityt oo fferf orward-looking research,t oolsa nd frameworks as well as hands-ong uidance; • our focuso np roviding teamsw ithin our clients' organizations with thec onfidence to execute effectivelyw ith end-to-end guidance, valuable knowledge,k now-how,a nd as haredv ocabulary; • our useo fr igorous research methodologies to offero bjectivei nsights; and • our brandp romiset ob e“ on your side andb yy our side,” meaningt hatw es trivet ob eo bsesseda bout our clients' needs andp rioritiesa nd alignedt ot heir strategies. Ourp rincipal direct competitors include otheri ndependent providers of research anda dvisory services,s ucha sG artner,a sw ell as marketinga gencies, generalb usinessc onsultingf irms,a nd survey-based generalm arketr esearch firms. In addition, our indirect competitors include thei nternalp lanninga nd marketings taffs of our current andp rospectivec lients, as well as otheri nformation providers such as electronica nd printp ublishing companies. We also face competitionf romf rees ources of informationa vailableo n theI nternet, such as Googlea nd artificiali ntelligence services (including LLMs).O ur indirect competitors couldc hooset oc ompete directly againstu si nt he future.I na ddition, therea re relativelyf ew barrierst oe ntry into certain segments of our market,a nd new competitors couldr eadily seek to competea gainst us in one or more of thesem arkets egments. Increased competitionc oulda dversely affect our operatingr esults through pricingp ressure andl osso fm arkets hare.T here can be no assurancet hatw ew ill be able to continue to competes uccessfully againste xistingo rn ew competitors. IntellectualP roperty Ourp roprietary research,m ethodologies ando ther intellectualp ropertyp layasignificantr olei nt he successo fo ur business. We rely on ac ombinationo fc opyright,t rademark,t rade secret,c onfidentiality,a nd otherc ontractualp rovisions to protect our intellectual property. We activelym onitorc omplianceb yo ur employees,c lientsa nd thirdp artiesw ith our policiesa nd agreements relating to confidentiality,o wnership,a nd theu se andp rotectiono fF orrester’s intellectualp roperty. Employees Attracting, retaining, andd eveloping theb esta nd brightestt alenta round theg lobe is critical to theo ngoing successo fo ur company. As of December 31, 2025, we employedatotalo f1 ,474 persons.O ft hese employees,1 ,034 were in theU nitedS tatesa nd Canada;2 24 in Europe,M iddleE asta nd Africa (“EMEA”);a nd 216 in theA siaP acificr egion.
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6 Our culture emphasizes certaink ey values —i ncluding client,c ourage, collaboration, integrity,a nd quality —t hatw eb elieve arec ritical to deliver Forrester’s unique valuep ropositiono fh elping businessa nd technology leadersu se customer obsession to drive growth.I na ddition, we seek to foster ac ulture wheree mployees can be creative, feel supporteda nd empowered,a nd aree ncouraged to thinkb oldlya bout newi deas. We focuso na ttracting andt he hiring of allb ackgrounds andp erspectives,w ith theg oals of improving employeer etention and engagement,s trengthening theq uality of our research,a nd improving client retentiona nd customer experience. We fieldr egular all- employees urveys to measureo ur progressa gainst our goals.W eh avear obustl earning andd evelopmentp rogram andc elebrate and enrich theF orrester culture through frequent recognitiono fa chievements. AvailableI nformation Forrester Research Inc. wasi ncorporated in Massachusetts on July 7, 1983 andr eincorporated in Delaware on February 16, 1996. Forrester’s corporateo ffices arel ocated in Cambridge,M assachusetts. OurI nterneta ddressi sw ww.forrester.com.W em akea vailablef reeo fc harge, on or through thei nvestor informations ectiono f our website,a nnualr eports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, anda mendments to those reports filedo rf urnished pursuantt oS ection 13(a) or 15(d) of theS ecuritiesE xchange Acto f1 934 as soon as reasonablyp racticable afterw ee lectronically file such material with,o rf urnish it to,t he SEC. TheS EC maintainsa ni nternets ite (http://www.sec.gov) that contains reports,p roxy andi nformations tatementsa nd otheri nformationr egarding issuerst hatf ile documents electronically.
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7 Item1 A. Risk Factors We operate in ar apidly changing andc ompetitivee nvironmentt hati nvolvesr isks andu ncertainties, certain of whicha re beyond our control. Theser isks andu ncertaintiesc ouldh aveam ateriala dversee ffect on our businessa nd our results of operations and financialc ondition. Theser isks andu ncertaintiesi nclude,b ut aren ot limitedt o: Risk FactorsS pecifict oo ur Business AD eclinei nR enewalso rD emand forO ur Subscription-BasedR esearchS ervices. Ours uccessd epends in largep artu pon retaining( on botha client companya nd contract valueb asis)e xistings ubscriptions foro ur Research products ands ervices,a nd increasingt he contract valueo fs ubscriptions foro ur Research products ands ervices fromb othe xistinga nd newc lients. This success depends on av ariety of factors, including our ability to continue to provide credible andr eliablei nformationa nd insight that is useful to our clients. Regardless of cause, our results of operations andf inancial conditionw ouldb ea dverselyi mpacted if we aren ot able to retain existing subscriptions or ge nerate demand fora nd news ales of our subscription-basedp roducts ands ervices. Demand forO ur ConsultingS ervices. Consultingr evenuesc omprised 22% of our totalr evenuesi n2 025a nd 23% of our total revenuesi n2 024. Consultinge ngagementsg enerally arep roject-based andn on-recurring. Ad eclinei no ur ability to fulfille xistingo r generate newc onsulting engagementst or eplace expiring consultinga greements couldh avea na dversee ffect on our resultso f operations andf inancialc ondition. OurB usinessM ay be AdverselyA ffected by theE conomic Environment. Ourb usinessi si np artd ependent on technology spending andi si mpacted by economic conditions such as inflation, slowingg rowth, changesi ni nterestr ates,t rade policiesa nd tariffs,t hreat of recession ands upplyc hain issues that mayi mpact us ando ur customers. Thee conomic environmentm ay materially anda dverselya ffect demand foro ur products ands ervices.I fc onditions in theU nitedS tatesa nd theg lobale conomyw eret ol ead to a decreasei nt echnology spending, or in demand foro ur products ands ervices,t hisc ouldh avea na dversee ffect on our resultso f operations andf inancialc ondition. Although we do not have anye mployees or material client relationships in Russiao rU kraine and onlya limitedp resencei nt he MiddleE ast, thec onflictsb etween Russiaa nd Ukraine, between Israel andG aza, andb etween United States andI ran, mayc ause negativee ffects on botht he UnitedS tatesa nd theg lobale conomyt hatc ouldm aterially anda dversely affect our business. OurI nternational Operations ExposeU st oaV ariety of Operational Risksw hich CouldN egativelyI mpactO ur Results of Operations. As of December3 1, 2025, we have clientsi na pproximately 68 countries anda pproximately 23% of our revenuesc ome fromi nternationals ales.O ur operatingr esults ares ubject to ther isks inherent in internationalb usinessa ctivities, including general political ande conomic conditions in each country,c hallengesi ns taffing andm anagingf oreign operations,c hangesi nr egulatory requirements, compliance with numerous foreignl awsa nd regulations,d ifferences between U.S. andf oreign taxr ates andl aws, trade policiesa nd tariffs,f luctuations in currencye xchange rates, difficulty of enforcingc lient agreements,c ollectinga ccountsr eceivable andp rotectingi ntellectualp ropertyr ightsi ni nternationalj urisdictions,a nd potentiald isruptions causedb yf oreign wars andc onflicts. Furthermore, we rely on local independent salesr epresentatives in some internationall ocations.I fa ny of thesea rrangementsa re terminated by our representativeso ru s, we mayn ot be able to replace thea rrangement on be neficial termso ro na timelyb asis,o r clientss ourced by thel ocal salesr epresentativem ay not want to continue to do businessw ith us or our newr epresentative. Ability to Develop and OfferN ew Products and Services. Ourf utures uccessw ill depend in part on our ability to offern ew products ands ervices.T hese newp roducts ands ervices must successfully gain market acceptanceb ya nticipatinga nd identifying changesi nc lient requirements andc hangesi nt he technology industrya nd by addressing specifici ndustrya nd businesso rganization sectors. Thep rocesso fi nternally researching, developing, launching, andg aining client acceptanceo fanewp roducto rs ervice, or assimilatinga nd marketinga na cquiredp roducto rs ervice, is riskya nd costly.W em ay not be able to introducen ew,o ra ssimilate acquired, products or services successfully.O ur failuret od os ow oulda dverselya ffect our ability to maintain ac ompetitivep osition in our market andc ontinue to grow our bus iness. TheU se of GenerativeA Ii no ur Business and by OurC lientsa nd Competitors CouldN egativelyA ffect our Business and Reputation. In Octobero f2 023, we introduced Forrester AI (formerly Izola),agenerativ eA It ool that allows our clientst oq uery our research database.W ea re also in thep rocesso fi mplementingv arious otherg enerativeA Ii nitiatives within our company. While we believe that generativeA It echnologies offers ignificanto pportunities, they arer apidly evolving andt he integrationo fg enerativeA I technologies into our ando ur vendors’ systems( potentially without thev endor disclosing such uset ou s) poses novelr isks that could result in negativec onsequencest oo ur business, reputationa nd financialr esults.T hese risksi nclude thep otentialf or factuale rrors or inaccuracies,u nintentionald istributiono fc onfidentiali nformation, ethical concerns,d atap rivacy or security risks, customersn ot acceptingo ur AI solutiono rt he technologies we usei nc onnectionw ith our AI solution, andr isks relatedt oi ntellectualp roperty rights. In addition, thirdp artiesm ay be able to useg enerativeA It oc ompete with andr educed emandf or our products ands erviceso r mayl oado ur proprietary research into largel anguage models in violationo fo ur termso fu se,w hich couldr educet he valueo fo ur services ando ur abilityt op rotect our intellectual property.
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8 Losso fK ey Management.O ur future successw ill depend in largep artu pon thec ontinueds ervices of an umbero fo ur key management employees.T he loss of anyo ne of them,i np articular George F. Colony, our founder, Chairman of theB oard andC hief ExecutiveO fficer,c oulda dverselya ffect our business. TheA bility to Attracta nd Retain QualifiedP rofessional Staff. Ourf utures uccessw ill depend in largem easureu pon the continuedc ontributions of our senior management team,r esearch professionals,c onsultants, ande xperienced salesa nd marketing personnel. Thus,o ur future operatingr esults will be largelyd ependent upon our ability to retain thes ervices of thesei ndividuals and to attract additionalp rofessionals fromalimitedp ool of qualifiedc andidates. This need is accentuated by actions we have takent o reduceo ur overall employeep opulation, as announced in January andM ay 2023, February 2024, January 2025, andF ebruary 2026. Ourf utures uccessw illa lsod ependi np artu pon thee ffectivenesso fo ur salesl eadership in hiring andr etaining salesp ersonnela nd in improving salesp roductivity.W ee xperience competitioni nh iringa nd retainingp rofessionals fromd evelopers of Internet and emerging-technology products,o ther research firms, management consultingf irms,p rint ande lectronicp ublishing companies, and financials ervices companies, many of whichh aves ubstantially greater ability,e ither through casho re quity,t oa ttract andc ompensate professionals.I fw el osep rofessionals or areu nablet oa ttract newt alent, we will not be able to maintain our positioni nt he market or grow our business. Failure to Anticipatea nd Respond to Market Trends. Ours uccessd epends in part upon our ability to anticipater apidly changing technologies andm arkett rends andt oa dapt our research andc onsultings ervices,a nd otherr elated products ands ervicest o meet thec hangingn eeds of our clients. Thet echnology andc ommerces ectorst hatw ea nalyze undergof requent ando ften dramatic changes. Thee nvironmento fr apid andc ontinuous change presents significantc hallengest oo ur ability to provide our clientsw ith current andt imely analysis, strategies,a nd advice on issues of importancet ot hem. Meetingt hese challengesr equirest he commitment of substantialr esources. Anyf ailure to continue to provide insightful andt imely analysis of developments,t echnologies,a nd trends in am annert hatm eetsm arketn eeds couldh avea na dversee ffecto no ur market positiona nd results of operations. OurB usinessW ith theU .S. Governmenti sS ubject to GovernmentC ontractingR isks. Ourb usinessw ith government agencies, including salest op rime contractorst hats upplyt hese agencies,i ss ubject to government contractingr isks.U .S.g overnment contracts ares ubject to thea pprovalo fa ppropriations by theU .S.C ongresst of und thea genciesc ontractingf or our services anda re subjectt o terminationb yt he government,e ither fort he convenience of theg overnment or ford efault as ar esulto fo ur failure to perform under thea pplicable contract.I na ddition, if we were chargedw ith wrongdoing with respect to aU .S.g overnment contract,t he U.S. government coulds uspend us fromb idding on or receiving awards of newg overnment contractsp ending thec ompletiono fl egal proceedings,a nd if we aref ound liable, it coulds ubjectu st of ines,p enalties, repayments andt reblea nd otherd amages,a nd/or debarmentf romb idding on or receiving newa wardso fU .S.g overnmentc ontracts. Shoulda ppropriations fort he various agencies that contract with us be curtailed, or shouldo ur government contractsb et erminated forc onvenience or otherwise, we maye xperience a significantl osso fr evenues. We Have Outstanding Debt WhichC ouldM aterially Restrict our Business and Adversely Affect our FinancialC ondition, Liquidity,a nd Resultso fO perations. As of December3 1, 2025, we hado utstanding debt of $35.0 millionu ndero ur revolving credit facility.O nM arch 12, 2026, we executedathirda mendmento fo ur credit facility that,a mong otherc hanges, extendedt he maturity date fromD ecember2 026 to March2 029 (refert oN ote5–Debt andN ote1 7– Subsequent Event in theN otes to Consolidated FinancialS tatementsf or furtheri nformation).T he obligations incurredu ndert hisF acility couldi mpairo ur future financialc ondition ando peratingr esults.I na ddition, thea ffirmative, negative, andf inancial covenantso ft he Facility couldl imit our future financial flexibility.Afailu re to comply with thesec ovenantsc ouldr esulti na ccelerationo fa ll amountso utstanding, whichc ouldm aterially impact our financialc onditionu nlessa ccommodations couldb en egotiatedw ith our lenders.N oa ssurancec an be givent hatw ew ould be successful in doing so,o rt hata ny accommodations that we were able to negotiate wouldb eo nt erms as favorable as those currently.T he outstanding debt mayl imit thea mount of casho ra dditionalc redita vailablet ou s, whichc ouldr estraino ur ability to expand or enhancep roducts ands ervices, respond to competitivep ressureso rp ursuef utureb usinesso pportunitiesr equiring substantiali nvestmentso fa dditionalc apital. Competition. We competep rincipally in them arketf or research anda dvisory services,w ith an emphasiso nc ustomerb ehavior andc ustomere xperience,a nd thei mpacto ft echnology on our clients’ businessa nd servicem odels.O ur principald irect competitors include otheri ndependent providers of research anda dvisory services,s ucha sG artner,a sw ella sm arketinga gencies, general businessc onsultingf irms,a nd survey-based generalm arketr esearch firms. Some of our competitors have substantiallyg reater financiala nd marketingr esourcest hanw ed o. In addition, our indirect competitors include thei nternalp lanning andm arketings taffs of our current andp rospective clients, as well as otheri nformationp roviders such as electronica nd printp ublishing companies. We also face competitionf romf rees ourceso fi nformation availableo nt he Internet,s ucha sG ooglea nd artificiali ntelligence services. Ouri ndirect competitors couldc hooset oc ompete directly againstu si nt he future.I na ddition, therea re relativelyf ew barrierst oe ntry into certain segments of our market,a nd newc ompetitors couldr eadily seek to competea gainst us in one or more of thesem arket segments.I ncreased competitionc ould adverselya ffecto ur operatingr esults through pricingp ressure andl osso fm arkets hare.T here can be no assurancet hatw ew ill be able to continue to competes uccessfully againste xistingo rn ew competitors.
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9 Fluctuations in OurO peratingR esults. Ourr evenuesa nd earnings mayf luctuate fromq uarter to quarter basedo navarietyo f factors, many of whicha re beyond our control, andw hich maya ffect our stockp rice. Thesef actorsi nclude,b ut aren ot limitedt o: • Trends in technology andr esearcha nd advisory services spending in them arketplace andg eneral economic conditions. • Thet iminga nd size of newa nd renewals ubscriptions foro ur products ands ervices fromc lients. • Theu tilizationo fo ur advisory services by our clients. • Thet imingo fr evenue-generatinge ventss ponsored by us. • Thei ntroductiona nd marketingo fn ew products ands ervices by us ando ur competitors. • Theh iringa nd training of newr esearch professionals,c onsultants, ands ales personnel. • Changesi nd emandf or our research anda dvisory services. • Fluctuations in currencye xchanger ates. • An increasei nt he interest ratesa pplicable to our outstanding debt obligations. As ar esult, our operatingr esults in future quartersm ay be belowt he expectations of securitiesa nalystsa nd investors, which couldh avea na dverse effect on them arketp rice foro ur commons tock.F actorss ucha sa nnouncements of newp roducts,s ervices, acquisitions or strategica lliances by us,o ur competitors,o ri nt he research andp rofessionals ervices industriesg enerally,m ay have a significanti mpact on them arketp rice of our commons tock.T he market pricef or our commons tock maya lsob ea ffected by movementsi np rices of stocks in general. We haver ecently recorded substantiali mpairmentc harges. Anyf uturei mpairments of our assets couldn egativelyi mpacto ur results of operations. We test goodwill fori mpairmenta nnually or whenever events or changesi nc ircumstances indicatet hatt he carryingv alue mayn ot be recoverable. An impairmentt esti sa lsor equiredf or otherl ong-lived assets if events or changesi n circumstances indicate that thec arryingv alue mayn ot be recoverable. Examples of events or changesi nc ircumstances indicatingt hat thec arryingv alue of such long-lived assets mayn ot be recoverablec ould be as ignificantd eclinei no ur stockp rice forasustained period; significantn egativei ndustryo re conomic trends;o ur overallf inancial performance, such as negativeo rd ecliningc ashf lows or ad eclinei na ctualo rp lannedr evenue or earnings compared with actuala nd projected results of relevant priorp eriods;o ther relevant entity-specifice ventsi ncluding changesi nm anagement, keyp ersonnel,s trategy, or customers; ando ther events affectingo ur reportingu nits.D uringt he threem onths endedM arch 31,2 025, we recorded an impairment of goodwill in thea mount of $83.9 million relatedt oo ur Research reportingu nita saresult of at riggeringe vent arisingf romasustainedd eclinei no ur sharep rice and our overall market capitaliz ationf romm id-February2 025t hrough March3 1, 2025,a long with otherq ualitativec onsiderations, including thec ontinuedi mpact from thec onditions in them acroeconomice nvironment,u ncertainty created by changesi nt he United States’t rade policies, andt he larger than expected declinei nc ontractb ookingsd uringt he firstq uarter of 2025. We performed our annual impairmentt esta so fN ovember 30, 2025 ut ilizingaquantitativ ea ssessmentt od eterminei ft he fair values of each of our reportingu nits wasl esst hant heir respective carryingv alues. We determined goodwill wasi mpairedf or ourR esearch reportingu nit andr ecorded an additio nalg oodwill impairmentc hargeo f$ 26.8 milliond uringt he threem onthse nded December3 1, 2025. Any future impairmento fg oodwill or otherl ong-lived assets couldh avean egativei mpact on ourp rofitability andf inancial results. Concentrationo fO wnership.O ur largests tockholderi so ur Chairman andC EO,G eorgeF .C olony, whoo wnsa pproximately 39% of our outstanding stock. This concentrationo fo wnership enablesM r. Colony to stronglyi nfluence or effectivelyc ontrol matters requiring stockholdera pproval, including thee lectiono fd irectors, amendmento fo ur certificateo fi ncorporation, adoptiono r amendmento fe quity plans, anda pprovalo fs ignificant transactions such as mergers, acquisitions,c onsolidations,a nd saleso r purchases of assets.T hisc oncentration of ownershipm ay also limit thel iquidity of our stock. As ar esult, effortsb ys tockholders to change thed irection, management,o ro wnership of Forresterm ay be unsuccessful,a nd stockholders mayn ot be able to freely purchasea nd sell shares of our stock. GeneralR iskF actors We Face Risksf romN etwork Disruptions or Security Breaches that CouldD amage OurR eputationa nd Harm OurB usiness and OperatingR esults. We face risksf romn etwork disruptions or security breaches causedb yc omputer viruses, illegalb reak-ins or hacking, sabotage, acts of vandalismb yt hird parties, or terrorism.T od ate, none have resultedi na ny material adversei mpact to our business, operations,p roducts,s ervices or customers. However, our security measures or thoseo fo ur third-partys ervice providers mayn ot detect or prevents uchs ecurity breaches.A ny such compromiseo fo ur informations ecurity couldr esulti nt he unauthorized publicationo fo ur confidentialb usinesso rp roprietary information, cause an interruptioni no ur operations,r esulti nt he unauthorized releaseo fc ustomero re mployeed ata, result in av iolationo fp rivacy or otherl aws, exposeu st oa risk of litigation, or damage our reputation, whichc ould harm our businessa nd operatingr esults.
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10 Failure to Enforcea nd Protect our Intellectual PropertyR ights. We rely on ac ombinationo fc opyright,t rademark,t rade secret,c onfidentiality,a nd otherc ontractualp rovisions to protect our intellectualp roperty. Unauthorized thirdp artiesm ay obtaino r useo ur proprietary informationd espite our effortst op rotect it. Thel awso fc ertain countries do not protect our intellectualp ropertyt o thes amee xtenta st he laws of theU nitedS tatesa nd accordinglyw em ay not be able to protect our intellectualp ropertya gainst unauthorized useo rd istribution, whichc oulda dverselya ffect our business. Privacya nd OtherL aws. Privacy laws andr egulations,a nd thei nterpretationa nd applicationo ft hese laws andr egulations,i n theU .S,E urope ando ther countries around thew orld wherew ec onductb usinessa re sometimesi nconsistent andf requently changing. This includes, but is not limitedt o, theE uropean UnionG eneral Data ProtectionR egulation( GDPR),t he CaliforniaC onsumer Privacy Act( as amendedb yt he California Privacy RightsA ct (the "CCPA")) ando ther similarl awsi na numbero fU .S.s tatesw hich require,a mong othert hings,c overed companiest op rovide disclosure to consumersa bout such companies’ data collection, usea nd sharingp ractices,p rovide such consumersw ayst om aker equestsa bout theirp ersonali nformation, including requestst od eletet heir personali nformation, to know what informationacompanyh as about thec onsumer,a nd to opt-out of certain sales, transfers, or sharingo fp ersonali nformation. Some U.S. stated atap rivacy laws,i ncluding theC CPA, also provide consumersw itha dditional causeso fa ction. In 2023, Europe finalized thef irst-everc omprehensive legalf ramework forg overnance of thed evelopmenta nd use of artificiali ntelligence,t he European UnionA rtificialI ntelligence Act, with rollinge ffectived ates that begani n2 025. Many jurisdictions in theU .S.a re consideringo rh avep assedl awsg overningt he developmento ru se of ArtificialI ntelligence.S imilarly, Europe hase nacted laws governingc yber resilience, andw ee xpect more laws will be considered andp assedo nt hisi ssue. Compliancew ith thesel aws, or changing interpretations anda pplicationo ft hese laws,c ouldc ause us to incurs ubstantialc osts or require us to take actioni namannert hatw ouldb ea dverset oo ur business. TaxationR isks.W eo perate in numerous jurisdictions around thew orld.Aportio no fo ur income is generatedo utside of the UnitedS tatesa nd is taxed at lowerr ates than ratesa pplicable to income generatedi nt he U.S. or in otherj urisdictions in whichw ed o business. Oure ffectivet ax rate in thef uture, anda ccordinglyo ur results of operations andf inancial position, couldb ea dversely affected by changesi na pplicable taxl aw or if more of our income becomest axable in jurisdictio ns with highert ax rates. AnyW eaknessI dentifiedi nO ur System of Internal Controls by Us and OurI ndependent Registered Public AccountingF irm Pursuant to Section4 04 of theS arbanes-OxleyA ct of 2002 CouldH avea nA dverse Effect on OurB usiness. Section4 04 of the Sarbanes-Oxley Acto f2 002 requires that companiese valuatea nd reporto nt heir systemso fi nternalc ontrolo verf inancial reporting. In addition, our independent registered public accountingf irmm ustr eporto ni ts evaluationo ft hosec ontrols.T here canb en o assurancet hatn ow eakness in our internal controlo verf inancial reportingw ill occuri nf uturep eriods,o rt hata ny such weakness will not have am ateriala dverse effect on our bus inesso rf inancial results,i ncluding our ability to reporto ur financialr esults in at imely manner. Item 1B. Unresolved StaffC omments We have not receivedw rittenc ommentsf romt he Securitiesa nd Exchange Commission that remain unresolved. Item 1C. Cybersecurity We recognize thei mportancet oo ur businessa nd reputationo ft he continuous availability of our internal andc lient-facing informationt echnology systems, as well as our ability to protect botht he confidentiali nformationo fo ur clientsa nd our own intellectualp ropertya nd businessi nformation. We arec ommittedt op rotectingo ur client andb usinessd ataa nd information technology assets andh avei mplemented ac ybersecurity program with policies, standards, processesa nd practices governingt he protectiona nd controlo fi nformationd uringi ts lifecycle of creation, usage, transmission, storagea nd disposal. CyberR iskM anagementa nd Strategy We have implemented andm aintainarisk management program that includesp rocessesf or thei dentification, assessment, management andm itigationo fc ybersecurity risks. This program utilizes numerous technological andh uman security controls, processes, andp rocedures to addressr isks including, but not limitedt o, thosei dentifiedb yt hreat intelligence providers,i nternal stakeholders,a nd security management programs. Ourc ybersecurity program is generally alignedw ith theN ationalI nstitute of Standardsa nd Technology (NIST) Cybersecurity Framework. Ourr iskm anagement program is documentedi no ur writtenI nformationS ecurity Policy. We periodically update our InformationS ecurity Policy, along with otherp oliciesa nd procedures,t oa dapt to evolving businessc onditions andt hreats.
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11 Includedi no ur InformationS ecurity Policyi sadoc umentedi ncidentr esponsep lant oi dentify, assess, manage andm itigate cybersecurity incidents. As part of our risk management program,w em aintaina technology management security team,l ed by our InformationS ecurity Officer (ISO).A mong theirr esponsibilities, our technology management security team is responsible for conductingd ue diligence on software,h ardwareo rs ervices vendorsw here accesst os ystems or data of Forrester or our clientsi s contemplated.T he security team assessesw hether thesev endorsh avea ppropriate privacy ands ecurity controls andw hether therea re adequate contractualp rotections in place. We also engage external security assessmentv endorsf romt ime to time to conduct penetrationt estinga nd vulnerability assessments andt or eportf indings to management. Alln ew Forrester employees andc ontractorsr eceive ac opy of theI nformationS ecurity Policya nd arer equiredt ou ndergo informations ecurity andp rivacy training botha sp arto ft heir onboardinga nd on an annualb asis.W ec urrently also maintain cybersecurity insurancec overing thec ompany andi ts subsidiaries. While to date we aren ot awareo fh avinge xperienced anym aterialc ybersecurity threatso ri ncidents,a nd we do not belie ve that risksf roms ucht hreatso ri ncidents arer easonablyl ikelyt om aterially affect us,o ur businesss trategy, results of operations or financial condition, therec an be no guarantee that we will not experience as uccessful material threat or incident.A dditionali nformation on cybersecurity risksw ef ace can be found in “Item1 A, Risk Factors” undert he heading“ We face risksf romn etwork disruptions or security breaches that couldd amageo ur reputation andh armo ur businessa nd operatingr esults.” Governance Relatedt oC ybersecurity Risks Ourb oard hasf inal oversight responsibility overc ybersecurity-relatedm atters.O ur ChiefT echnology Officer (CTO)l eadst he full board in interactives essions dedicatedt oc ybersecurity risksa tl easto nceay ear.T hese sessions addressarange of cybersecurity- relatedt opics,s ucha sr ecentd evelopments in thet hreat environment, thes tatuso fo ngoing informations ecurity program initiatives, andc ybersecurity strategy.I na ddition, thea uditc ommitteea ssistst he board in fulfillingi ts oversight responsibilitiesw ith respect to policiesr elatingt or iska ssessmenta nd management,i ncluding them anagemento fr isks arisingf romc ybersecurity threats. Thea udit committeei sr esponsible forr eportingf indings relatedt oi ts review of thesem atters to theb oard. With respect to management,o ur CTO, whor eports directly to ourc hief executiveo fficer,h as over1 3y earso fe xperience with our company, including more than 7y earss erving in technology-basedl eadership roles. OurV P, Infrastructure, Operations & Security,w ho reportsd irectlyt ot he CTO, serves as our ISOa nd hase xtensive cybersecurity experience gained fromo ver2 0y ears servingi ns ecurity-relatedr oles fort he company. OurI SO,t ogether with our technology management security team,i sr esponsible for developing, maintaininga nd enhancings ystems andp rocessesn ecessary to protect confidentiali nformationf roml oss, theft, and unauthorized accesso ru se.T hist eama lsom onitors thes ystems andn etworkst od etect unauthorized activity or access, respondingt o anys uchu nauthorized attempts to mitigatel osso rt oe nsuret he cessationo fa ll unauthorized accesst od ata. If an incident is identified, this team reports such eventst ot he CTO, whow ill then,a sa ppropriate,a dvise thec hief executiveo fficer,c hief legalo fficer ando ther management,a sw ella so thers, potentially including lawe nforcemento rc lients. We have also establishedaRisk Committee consistingo fm embers of our finance, legala nd technology management departmentsw hosed utiesi nclude assessing them ateriality of anyi dentifiedi ncidents to help ensure compliancew ith theS EC's cybersecurity incident disclosure rules. Item 2. Properties Ourc orporateh eadquartersb uildingi sc omprised of approximately 190,000 square feet of office space in Cambridge, Massachusetts,s ubstantially allo fw hich is currently occupied by theC ompany. This facility accommodatesr esearch,m arketing, sales, consulting, technology, ando perations personnel. On April1 1, 2025, we enteredi ntoa thirda mendmento fo ur lease, andanew lease, foro ur principalh eadquartersl ocated in Cambridge,M assachusetts.T he effect of thesea greements wast oe arly terminatet he original leasew ith respect to thef irst,s econd andt hird floorso ft he facility by thee nd of thes econd quarter of 2026, while also extending thel easet ermw ith respectt ot he fourth,f ifth ands ix floorso ft he facility through June 30, 2039. We also rent office spacei nN ew York City,N orwalk (CT),L ondon, NewD elhi,a nd Sydney. In addition, we leaseo ffice space on ar elativelys hort-term basisi nv arious otherl ocations in NorthA merica, Europe,a nd Asia. We believe that our existingf acilitiesa re adequate foro ur currentn eedsa nd that additionalf acilitiesa re availablef or leaset o meet future needs. Item 3. Legal Proceedings From time to time,w em ay be subjectt ol egal proceedings andc ivil andr egulatoryc laims that arisei nt he ordinary course of our businessa ctivities. It is our policyt or ecorda ccruals forl egal contingenciest ot he extent that we have concludedt hati ti sp robable that al iability hasb eeni ncurreda nd thea mount of thel ossc an be reasonablye stimated, andt oe xpensec osts associated with loss contingencies, including anyr elated legalf ees, as they arei ncurred.
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12 Web elieve that we have meritorious defenses in connectionw ith our current lawsuits andm aterialc laims andd isputes and intend to vigorously conteste ach of them.R egardlesso ft he outcome,l itigationc an have am ateriala dversee ffect on us because of defensea nd settlement costs, diversiono fm anagementr esources,a nd otherf actors. In our opinion basedu pon informationc urrently availablet ou s, while theo utcome of thesel egal proceedings andc laims is uncertain,t he likelyr esults of thesel awsuits,c laims andd isputes aren ot expected,e ither individually or in thea ggregate, to have a material adversee ffect on our financialp osition, results of operations or cashf lows,a lthough thee ffect couldb em aterialt oo ur consolidated results of operations or consolidated cashf lows fora ny interimr eportingp eriod. Item 4. Mine Safety Disclosures Nota pplicable.
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13 PART II Item 5. Market ForR egistrant’sC ommonE quity, RelatedS tockholder Matters, andI ssuer Purchaseso fE quity Securities Ourc ommons tock is listedo nt he Nasdaq Global Select Market undert he symbol “FORR”.W ed id not declareo rp ay any dividends duringt he yearse ndedD ecember3 1, 2024 and2 025. Thea ctuald eclarationo fa ny potentialf utured ividends,a nd the establishmento ft he pers hare amount andp ayment datesf or anys uchf utured ividends,a re subject to thed iscretiono ft he Boardo f Directors. As of March6 ,2 026 therew erea pproximately 26 stockholders of record of our commons tock.O nM arch 6, 2026 thec losing priceo fo ur commons tock was$ 6.46 pers hare. As of December3 1, 2025, our Boardo fD irectors hasa uthorized an aggregate$ 610.0 milliont op urchasec ommons tock under thec ompany’ss tock repurchasep rogram.A so fD ecember3 1, 2025, we hadr epurchased approximately 18.2 millions hareso f commons tock at an aggregatec osto f$ 532.5 million. During theq uarter endedD ecember3 1, 2025, we didn ot purchasea ny shares of our commons tock undert he stockr epurchase program. See“ Item 12. Security Ownership of CertainB eneficialO wnersa nd Management and RelatedS tockholderM atters”f or informationo no ur equity compensationp lans.
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14 The following graphc ontains thec umulatives tockholderr eturno no ur commons tock duringt he period fromD ecember3 1, 2020 through December3 1, 2025 with thec umulativer eturnd uringt he same period fort he Russell 2000 andt he S&P6 00 SmallC ap InformationT echnology Index, anda ssumes that thed ividends,i fa ny, were reinvested. Item 6. [Reserved]
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15 Item7 .Management’s Discussion andA nalysiso fF inancial Conditiona nd Results of Operations Overview We derive revenuesf roms ubscriptions to our Research products ands ervices,s ubscriptions to,a nd individuall icenseso f, electronic“ reprints”o fo ur Research,p erformingc onsultingp rojectsa nd advisory services,a nd hostinge vents. We offerc ontractsf or our products as either multi-year contractso ra nnualc ontracts, whicha re typically payablei na dvanceo na na nnualb asis.F or certain contracts, we offert oi nvoice thec ontract pricei nm ultiple invoices throughout they ear.B illings in excesso fr evenue recognized are recorded as deferredr evenue.S ubscriptionp roducts arer ecognized as revenue overt he term of thec ontract.I ndividualr eprint licenses include an obligationt od eliver ac ustomer-selected research documenta nd certain usaged atap rovidedt hrough our platform,w hich represents twop erformance obligations.W er ecognize revenue fort he performance obligationf or thed atap ortiono ft he reprint ratablyo vert he license term.W er ecognize revenue fort he performance obligationf or ther esearch documenta tt he time of providing accesst ot he document. Clientsp urchasec onsultingp rojectsa nd advisory services independently and/or to supplementt heir accesst o our subscription-basedp roducts.C onsultingp roject revenues, whicha re basedu pon fixed-feea greements,a re recognized as the services arep rovided. Advisory servicer evenues, such as speeches anda dvisory days,a re recognized when thes ervice is complete. Events revenuesc onsist of ticketa nd sponsorship salesf or aF orrester-hostede vent,a nd revenue is recognized upon completion of each event. Ourp rimary operatinge xpenses consisto fc osto fs ervices andf ulfillment,s ellinga nd marketinge xpenses,a nd generala nd administrativee xpenses.C osto fs ervices andf ulfillment represents thec osts associated with thep roductiona nd deliveryo fo ur products ands ervices,i ncluding salaries,b onuses,e mployeeb enefits,a nd stock-basedc ompensatione xpensef or allp ersonnelt hat producea nd deliver our products ands ervices, including alla ssociatede ditorial,t ravel, ands upports ervices.S ellinga nd marketing expenses include salaries,s ales commissions,b onuses,e mployeeb enefits,s tock-based compensatione xpense, travel expenses, promotionalc osts,a nd other costsi ncurredi nm arketinga nd sellingo ur products ands ervices.G eneral anda dministrativee xpenses include thec osts of thet echnology, operations,f inance, andh uman resources groups ando ur othera dministrativef unctions,i ncluding salaries,b onuses,e mployeeb enefits,a nd stock-basedc ompensatione xpense. Overhead costss ucha sf acilities, neto fs ublease income,a nd annualf eesf or cloud-basedi nformationt echnology systemsa re allocated to thesec ategoriesa ccordingt ot he numbero f employees in each group. Ourk ey metricsf ocus on our contract value( "CV")p roducts.W ea re focusing on CV products as thesep roducts areo ur most profitablep roducts andh istorically our contractsf or CV products have reneweda th ighr ates (asm easured by our client retentiona nd walletr etentionm etrics). OurC Vp roducts make up essentially allo fo ur research revenues, andr esearch revenuesa sapercentage of totalr evenuesi ncreasedf roma pproximately 73% in 2024 to approximately 75% in 2025. We calculateC Va tt he foreignc urrencyr ates used fori nternalp lanning purposes each year.F or comparativep urposes,w eh ave recasth istorical CV andw alletr etentiona tt he planned2 026 foreignc urrencyr ates.W eh avei ncludedt he recastm etrics belowf or the period endedD ecember3 1, 2024, andw eh avea lsop rovidedr ecastm etrics datingb ack to thef ourth quarter of 2023 on thei nvestor relations sectiono fo ur website. Contract value, client retention, walletr etention, andn umbero fc lientsa re metricst hatw eb elieve arei mportant to understanding our research business. We define thesem etrics as follows: • Contract value( CV) —i sd efined as thev alue attributable to allo fo ur recurring research-relatedc ontracts. Contract value is calculateda st he annualized valueo fa ll contractsi ne ffect at as pecificp oint in time,w ithout regard to how much revenue hasa lreadyb een recognized. Contract valuep rimarily consists of subscription-basedp roducts forw hich revenue is recognized on ar atable basis, except fort he entitlementse mbeddedi no ur subscriptionp roducts,s ucha se vent tickets anda dvisorys essions,f or whicht he revenuei sr ecognized when thei temi sd elivered.C ontract valuea lsoi ncludeso ur reprintp roducts,a st hese products areu sedt hroughout they ear by our clientsa nd aret ypically renewed. • Client retention —r epresentst he percentage of client companies( defineda sa ll clientst hatb uy aC Vp roduct) at thep rior year measurementd atet hath avea ctivec ontractsa tt he currenty ear measurementd ate. • Walletr etention— represents am easureo ft he CV we have retained with clientso veratwelve-monthp eriod, including increases or decreases in retained client CV duringt he period. Walletr etentioni sc alculatedo napercentage basisb y dividing thea nnualized contract valueo fo ur currentc lients, whow erea lsoc lientsayear ago, by thet otal annualized contract valuef romaye ar ago. • Clients —i sc alculateda tt he enterprise levela sa ll clientst hath avea na ctiveC Vc ontract.
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16 Client retentiona nd wallet retentiona re not necessarilyi ndicativeo ft he rate of future retentiono fo ur revenue base.Asumma ry of our ke ym etrics is as follows (dollars in millions): As of Absolute Percentage December3 1, Increase Increa se 2025 2024 (Decrease)( Decrease) Contract value$ 292.4 $3 11.9 $( 19.5)( 6%) Client retention7 7% 73%4 points Wallet retention8 7% 89%( 2) points Numbero fc lients 1,797 1,942 (145)( 7%) Contract valued uring2 025 decreasedb y6 %c omparedt o2 024 due to walletr etentionb eing at 87%f or thep eriod( representing retentiona nd enrichment of thep rior year CV base)a nd newc lient acquisitionn ot fully offsettingt he netr etentionl oss. Client retentioni ncreased by 4p ercentage pointsc omparedt ot he priory ear period,a nd increased by 3p ercentage points compared to the priorq uarter. We attributet he increase in client retentiont oo ur ongoing retentioni nitiatives andt ot he launcho fo ur AI Access producti nt he thirdq uarter of 2025. Walletr etention decreased by 2p ercentagep ointsc omparedt ot he priory ear period,h owever it increasedb y1p ercentage point compared to thep rior quarter. Thed eclinei nw alletr etentionc omparedt ot he priory earp eriodw as primarily due to lowere nrichmento fc ontractsa st heyr enewed during thec urrent year period. Critical AccountingE stimates Management’s discussion anda nalysiso ff inancial conditiona nd results of operations areb ased upon our consolidated financial statements,w hich have been prepared in accordance with generally accepteda ccountingp rinciplesi nt he UnitedS tateso fA merica (“GAAP”).T he preparationo ft hese financials tatementsr equiresu st om akee stimatesa nd judgments that affect ther eporteda mounts of assets,l iabilities, revenues ande xpenses,a nd relatedd isclosureo fc ontingent assets andl iabilities. On an ongoing basis, we evaluate our estimates, including but not limitedt o, thoser elated to our revenue recognition, credit loss on noter eceivable, and goodwill. Management basesi ts estimateso nh istorical experience, data availablea tt he time thee stimatesa re made,a nd various assumptions that areb elievedt ob er easonableu ndert he circumstances,t he results of whichf ormt he basisf or making judgments about thec arryingv alueso fa ssetsa nd liabilitiest hata re not readily apparent fromo ther sources.A ctualr esults mayd ifferf romt hese estimatesu nderd ifferent assumptions or conditions. We consider thef ollowing accountinge stimatest ob et hoset hatr equire them osts ubjectivej udgmento rt hati nvolve uncertainty that couldh aveam aterial impact on our financials tatements. If actualr esults differs ignificantly fromm anagement’se stimatesa nd projections,t here couldb eam ateriale ffecto no ur financials tatements. • Revenue Recognition.W eg enerater evenuesf roms ubscriptions to our Research products ands ervices,s ubscriptions to, andi ndividuall icenseso f, electronicr eprintso fo ur Research,p erformingc onsultingp rojectsa nd advisory services,a nd hostinge vents. We execute contractst hatg overn thet erms andc onditions of each arrangement.R evenuesa re recognized when an appr ovedc ontract with ac ustomere xists, thef ees,p ayment terms, andr ightsr egarding thep roducts or services to be transferredc an be identified, it is probablew ew ill collect substantially allo ft he considerationf or thep roducts and services expected to be provided, andw eh avet ransferredc ontrolo ft he products ands ervices to thec ustomer. We continually evaluate customers’ ability andi ntentiont op ay by reviewingf actorsi ncluding thec ustomer’s payment history, our ability to mitigatec reditr isk, ande xperience sellingt os imilarlys ituated customers. Although write-offs of customer receivables have not be en significantd uringt he last threey ears( $0.2 milliond uring2 025 and$ 0.7 million duringb oth2 024 and2 023),i fo ur customers' financialc onditionw eret od eteriorate unexpectedly,w ec ould experience a significanti ncreasei no ur expense. Ourc ontractsm ay include either as inglep romise( referredt oa saperformance obligation) to transfer ap roducto rs ervice or ac ombinationo fm ultiple promises to transfer products or services.W ee valuatet he existenceo fm ultiple performance obligations within our products ands ervices by usingj udgmentt od eterminei f: (1)t he customer can benefitf rome ach contractualp romiseo ni ts owno rt ogether with otherr eadily availabler esources;a nd (2)t he transfer of each contractual promisei ss eparatelyi dentifiablef romo ther promises in ac ontract.W henb othc riteriaa re met, each promisei sa ccounted fora saseparate performance obligation. Revenuesf romc ontractst hatc ontainm ultiple products or services area llocated among thes eparatep erformance obligations on ar elativeb asis accordingt ot heir standalone sellingp rices. We obtaint he standalone sellingp riceso fo ur products ands ervices basedu pon an analysis of standalone saleso ft hese products and services.W hent here is an insufficienth istory of standalone sales, we usej udgmentt oe stimate thes tandalone selling price, taking into considerationa vailablem arketc onditions,f actorsu sedt os et listp rices,p ricing of similarp roducts,a nd internal pricingo bjectives. Standalone sellingp rices aret ypically analyzed andu pdatedo na na nnualb asis,o ra sb usiness conditions change.
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17 • Allowancef or Credit Losseso nN oteR eceivable As part of thep roceedsf romt he sale of an on-corep roductl inei n August2 024, we receivedanoter eceivablew ith an original face valueo f$ 9.0 million. We measuret he note receivableo n an amortizedc ostb asis andr ecord an estimateo fa ny expected credit losseso nt he note receivablea sa na llowancef or credit lossese ach reportingp eriod. Thea llowancer epresentso ur best estimateo fc reditl osseso vert he contractuall ifeo f then otea nd is calculated usingt he loss givend efault method.T hism ethodi nvolvese stimatingt he likelihoodt hatt he borrowerw illd efault on its obligations andt he expected losses froms uchd efault. Oure stimates undert he loss given defaultm ethodr eflect theb orrower’s liquidity positiona nd ourj udgments aboutt heir risk of defaulta nd expected financialp erformance as of theb alance sheet date. Thea llowancef or credit lossesi sr eporteda savaluationa ccount on theb alance sheet that is deductedf romt he note receivable’sa mortized cost basisa nd is includedi nc reditl osse xpenseo nn oter eceivablei nt he Consolidated Statement of Operations.A so fD ecember 31, 2025, theb alance of then oter eceivable, inclusiveo fc apitalized interest at thes tated rate of 8%,i s$ 9.9 million. Thec arryingv alue of then ote, neto ft he cumulativea llowancef or credit losses,i s$ 2.6 million. We will update our assessmento fe xpected credit loss each quarter andi ft he borrower’s financialc ondition worsensi nt he future,w ec ould be required to record an additionala llowancef or credit loss. If anya mount of then otei s determined by us to be uncollectible due to theb orrower’s failure to meet repaymentt erms or due to theb orrower's deterioratingf inancial condition, thew rite-off amount,r educed by anyp reviously recorded allowances,w oulda lsob e recorded as ac reditl osse xpense on noter eceivable. Alternatively, if theb orrower’s financialc onditioni mproves,w e couldb er equiredt or everse allo raportio no ft he previously recorded allowancef or credit loss. • Goodwill.A so fD ecember3 1, 2025, we had$ 120.4 milliono fg oodwill recorded in our Consolidated BalanceS heets. When acquiring ab usiness, as of thea cquisitiond ate, we determinet he estimatedf airv alueso ft he assets acquireda nd liabilitiesa ssumed, whichm ay include as ignificanta mount of goodwill. Goodwill is requiredt ob ea ssessedf or impairmenta tl east annually or whenever events or circumstances indicatet hatt here mayb ea ni mpairment. An impairmenta ssessmentr equirese valuatingt he potentiali mpairmenta tt he reportingu nitl evel usinge ither aq ualitative assessment, to determinei fi ti sm orel ikelyt hann ot that thef airv alue of anyr eportingu niti sl esst hani ts carrying amount,o raquantitativ ea nalysis, to determinea nd comparet he fair valueo fe ach reportingu nitt oi ts carrying value, or a combinationo fb oth. Judgmenti sr equiredi nd etermining theu se of aq ualitativeo rq uantitativea ssessment, as well as in determininge ach reportingu nit’se stimatedf airv alue as it requiresu st om akee stimateso fm arketc onditions and operationalp erformance,i ncluding forecasted revenuesa nd operatinge xpenses,t erminal rate,d iscount rate,m arket participanta cquisitionp remium,a nd valuatione arnings multiples. As ar esulto ft he substantiala nd sustainedd eclinei no ur stockp rice ando ur overall market capitaliz ationf rom mid- February 2025 through March3 1, 2025, along with otherq ualitativec onsiderations,i ncluding thec ontinuedi mpact from thec onditions in them acroeconomic environment, uncertainty created by changesi nt he UnitedS tates’ tradep olicies, and thel argert hane xpected declinei nc ontract bookings duringt he firstq uarter of 2025, it wasd etermined that at riggering evento ccurred, indicatingg oodwill mayb ei mpaired. Accordingly, we conductedaquantitativ ei mpairmentt esto f goodwill as of March3 1, 2025 fort he twor eportingu nits (Research andC onsulting) that have goodwill. We estimated thei mpliedf airv alue of our reportingu nits usinga ne qualw eighting of an income approach andm arketa pproach.A sa result of theq uantitativei mpairmentt est, we determined goodwill wasi mpairedf or our Research reporting unita nd recorded ag oodwill impairmentc hargeo f$ 83.9 milliond uringt he period endedM arch 31, 2025, whichi sn ot deductible fort ax purposes. We performed our annuali mpairmentt esta so fN ovember 30, 2025 ut ilizingaquantitativ ea ssessmentt od eterminei ft he fair values of our Research andC onsultingr eportingu nits wasl esst hant heir respectivec arryingv alues. We determined goodwill wasi mpairedf or our Research reportingu nita nd recorded an additio nalg oodwill impairmentc hargeo f $26.8 milliond uringt he threem onths endedD ecember3 1, 2025, whichi sn ot deductible fort ax purposes.T he additional impairmentc harger ecordedi nt he fourth quarter of 2025 wasp rimarily due to thed ecreasei no ur stockp rice as of November 30, 2025. Subsequent to December3 1, 2025, we have observedacontinuedd eclinei nt he priceo fo ur stock. If our stockp rice remainsa tt he current level, anda fter consideringo ther qualitativef actors, therem ay be at riggering eventi ndicating goodwill mayb ei mpairedi no ur Research reportingu nit. Accordingly, management mayn eed to perform aq uantitative impairmentt estd uringo ur interimp eriode ndedM arch 31, 2026. Anyr esultingi mpairmentl ossc ouldh aveam aterial adversei mpact on our results of operations.
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18 Resultso fO perationsf or they ears endedD ecember3 1, 2025 an d2 024 Thef ollowing tables etsf orth our Consolidated Statements of Operations as ap ercentage of totalr evenuesf or they earsn oted. YearsE nded December3 1, 2025 2024 Revenues: Research revenues7 4.5%7 3.2% Consultingr evenues2 2.2 22.5 Events revenues3 .3 4.3 Totalr evenues1 00.0 100.0 Operatinge xpenses: Cost of services andf ulfillment 43.0 42.2 Sellinga nd marketing3 7.7 36.9 Generala nd administrative1 3.3 13.6 Depreciation1 .5 1.8 Amortizationo fi ntangiblea ssets 2.2 2.2 Goodwill impairment2 7.8 — Restructuringc osts 3.0 2.7 Loss froms aleo fd ivestedo peration— 0.4 Income (loss) fromo perations (28.5)0 .2 Interest expense( 0.7)( 0.7) Otheri ncome, net0 .9 0.9 Credit loss expenseo nn oter eceivable( 1.8)— Gainso ni nvestments, net— 0.2 Income (loss) before income taxes( 30.1)0 .6 Income taxe xpense —1 .9 Net loss (30.1%) (1.3 %) 2025 compared to 2024 Revenues Absolute Percentage Increase Increa se 2025 2024 (Decrease)( Decrease) (dollars in millions) Totalr evenues$ 396.9 $4 32.5 $( 35.6)( 8%) Research revenues $2 95.6 $3 16.7 $( 21.1)( 7%) Consultingr evenues$ 88.2 $9 7.3 $( 9.1)( 9%) Events revenues$ 13.1 $1 8.5 $( 5.4)( 29%) Research revenues arer ecognizedp rimarily on ar atable basiso vert he term of thec ontracts, whicha re generally 12 or 24- monthp eriods.R esearch revenues decreased 7% during2 025 compared to 2024 primarily due to thed ecreasei n CV,a sd iscussed above,a nd thed ivestitureo ft he FeedbackNowp roduct linei nt he thirdq uarter of 2024,w hich resultedi na na pproximate 1% decline in revenue. From ap roduct perspective, thed ecreasei nr evenuesw as primarily duet oadeclinei nr evenue froms ubscriptions to our research andt ot he effect of thed ivestiture of theF eedbackNow productl ine, partially offset by an increasei nr eprint revenue. Revenue froms ubscriptionp roducts,i ncluding our subscriptionr eprint productt hatw as launched in thet hird quartero f2 024, declined 4% primarily due to ad eclinef romo ur heritage research products beingo nlyp artially offset by revenueg rowthf romo ur Forrester Decisions ands ubscriptionr eprint products. Consultingr evenuesd ecreased 9% during2 025 compared to 2024. Thed ecreasei nr evenuesw as due to ad ecreasei nd elivery of consultings ervices due to lowerc lient bookings.I nF ebruary2 026, we announced that we wouldd iscontinue selling strategy consultinge ngagements andw ouldf ulfill our backlogo fs trategyc onsultinge ngagementsd uring2 026. Ouro ngoing consulting businessw ill consisto fc ontentm arketing consultinga nd advisory.W ea nticipatet hat, on ay ear overy ear basis, our 2026 consulting revenuesw ill declinei nt he low2 0p ercent range due prima rily to thec essationo fs trategyc onsultingi n2 026. Events revenuesd ecreased 29% during2 025 compared to 2024. Thed ecreasei nr evenuesw as primarily due to ad ecreasei n sponsorship revenues.
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19 Refert ot he “SegmentR esults”s ection belowf or ad iscussion of revenue ande xpenses by segment. Cost of Services andF ulfillment AbsoluteP ercentage Increase Increa se 2025 2024 (Decrease)( Decrease) Cost of services and fulfillment (dollars in millions)$ 170.7 $1 82.5 $( 11.8) (6%) Cost of services and fulfillment as ap ercentage of totalr evenues4 3% 42% 1p oint Servicea nd fulfillment employees (ate nd of pe riod) 643 680 (37) (5%) Cost of services andf ulfillment expenses decreased6 %i n2 025 compared to 2024. Thed ecreasew as primarily due to (1) a$ 5.9 milliond ecrease in compensationa nd benefitc osts duet oa decreasei nh eadcount, partially offset by an increasei ni ncentiveb onus costs, (2)a$3.6m illiond ecreasei np rofessionals ervicesc osts primarily duet oadecreasei nb illablef ees (relatedt od eliveryo f consultingp rojects),c onsultingf ees,a nd thee ffect of thed ivestiture of theF eedbackNowp roduct line, partially offset by an increase in contractor costs, (3)a$1.7m illiond ecreasei nf acilitiesc osts primarily duet oadecreasei nl easee xpense,a nd (4)a$0.6 million decreasei ns oftwarec osts. Sellinga nd Marketing Absolute Percentage Increase Increa se 2025 2024 (Decrease)( Decrease) Sellinga nd marketinge xpenses( dollars in millions)$ 149.5 $1 59.6 $( 10.1) (6%) Sellinga nd marketinge xpensesa sape rcentage of totalr evenues3 8% 37% 1p oint Sellinga nd marketinge mployees (ate nd of period) 607 638 (31) (5%) Sellinga nd marketinge xpensesd ecreased 6% in 2025 compared to 2024. Thed ecreasew as primarilyd ue to (1)a$7.2 million decreasei nc ompensationa nd benefitc osts due to ad ecreasei nh eadcounta nd commissions expense, (2)a$1 .3 milliond ecreasei n stockc ompensatione xpense, (3)a$1.2m illiond ecreasei np rofessional services costsp rimarily duet oadecreasei nc onsultingf ees, and( 4) a$ 1.1 million decreasei nf acilitiesc osts primarily duet oadecreasei nl easee xpense.T hese decreases were partially offset by a$ 1.2 million increasei nt ravela nd entertainmente xpenses. Generala nd Administrative Absolute Percentage Increase Increa se 2025 2024 (Decrease)( Decrease) Generala nd administrative expenses (dollars in millions)$ 52.7 $5 8.8 $( 6.2)( 10%) Generala nd administrative expenses as ap ercentage of totalr evenues1 3% 14%( 1) point Generala nd administrative employees (ate nd of period) 224 253 (29) (11%) Generala nd administrative expenses decreased1 0% in 2025 compared to 2024. Thed ecreasew as primarilyd ue to (1) a$ 4.2 milliond ecrease in compensationa nd benefitc osts duet oa decreasei nh eadcount, (2)a$0 .7 milliond ecreasei ns oftwarec osts,( 3) a $0.6 million decrease in facilitiesc osts primarily due to ad ecreasei nl easee xpense,a nd (4)a$0 .5 milliond ecreasei nn on-income taxes. Depreciation Depreciatione xpense decreased by $1.5 millioni n2 025 compared to 2024 primarily duet oc ertain software assets becoming fully depreciated.
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20 Amortizationo fI ntangibleA ssets Amortizatione xpense decreasedb y$ 0.9 millioni n2 025 compared to 2024 primarily duet oadecreasei nt he amortizationo fa trademarki ntangiblea sset andd ue to thed ivestiture of theF eedbackNowp roduct line. We expect amortizatione xpenser elated to our intangiblea ssets to be approximately $8.3 millionf or they ear ending December3 1, 2026. Goodwill Impairment As ar esulto ft he substantiala nd sustainedd eclinei no ur stockp rice ando ur overall market capitaliz ationf romm id-February 2025 through March3 1, 2025, along with otherq ualitativec onsiderations,i ncluding thec ontinuedi mpact fromt he conditions in the macroeconomic environment, uncertainty created by changesi nt he UnitedS tates’ tradep olicies, andt he larger than expected decline in contract bookingsd uringt he firstq uarter of 2025, it wasd eterminedt hatatriggering evento ccurred, indicatingg oodwill mayb e impaired. Accordingly, we conductedaquantitativ ei mpairmentt esto fg oodwill as of March3 1, 2025 fort he twor eportingu nits (Research andC onsulting) that have goodwill. As ar esulto ft he quantitativei mpairmentt est, we determined goodwill wasi mpaired foro ur Research reportingu nita nd recorded ag oodwill impairment charge of $8 3.9m illiond uringt he period endedM arch 31,2 025, whichi sn ot deductiblef or taxp urposes. We performed our annuali mpairmentt esta so fN ovember 30, 2025 ut ilizingaquantitativ ea ssessmentt od etermine if thef air values of our Research and Consultingr eportingu nits wasl esst hant heir respectivec arryingv alues. We determined goodwill was impairedf or our Research reportingu nita nd recorded an additionalg oodwill impairment charge of $2 6.8m illiond uringt he three months endedD ecember3 1, 2025, whichi sn ot deductible fort ax purposes.T he additionali mpairmentc hargew as primarily duet o thed ecreasei no ur stockp rice as of November 30, 2025. We estimatedt he impliedf airv alue of our reportingu nits usingb otha ni ncomea pproach andm arketa pproach.T he income approach wasb ased upon projectedf uturec ashf lows that were discounted to presentv alue.T he keyu nderlying assumptions included forecastedr evenues, operatinge xpenses,t erminal rate,a sw ella sa na pplicable discount rate fore ach reportingu nit. Thek ey assumptions in them arketa pproach were thee arnings multiple andm arketp articipanta cquisitionp remium. Fair valuee stimatesa re basedo na complexs erieso fj udgments about future events andr elyh eavily on estimatesa nd assumptions that we deemed to be reasonable. Changesi nt he estimateso ra ssumptions used in theq uantitativei mpairmentt estc ouldm aterially affect thed etermination of fair valueo fo ur reportingu nits andt he associated goodwill impairmenta ssessment. Potentiale ventsa nd circumstances that could have an adversei mpacto no ur estimatesa nd assumptions include, but aren ot limitedt o, lowert hane xpected bookings growth, increases in costs, ando ther macroeconomic factors. We concludedt hatatriggering eventd id not occura so fJ une 30, 2025, September3 0, 2025, andD ecember3 1, 2025 anda s such,aquantitativ ei mpairmentt esto fg oodwill wasn ot requiredd uringt hese periods.W ew ill continue to monitorr elevantf actsa nd circumstances,i ncludingf uturec hanges in our stockp rice. We mayb er equiredt or ecord additionalg oodwill impairmentc harges. While we cannot predicti fo rw hena dditionalg oodwill impairments mayo ccur, future goodwill impairments couldh avem aterial adversee ffectso no ur results of operations andf inancial condition. Restructuring In February 2024, we implemented ar eductioni no ur workforceo fa pproximately 3% acrossv arious geographies andf unctions to bettera ligno ur cost structurew ith ther evenue outlook fort he year.W er ecorded $0.7 milliono fs everance andr elated costsf or this actiond uringt he fourth quarter of 2023, and$ 2.8 milliond uringt he firstq uarter of 2024. We recorded ar estructuring charge of $3.8 milliond uringt he firstq uarter of 2024 relatedt oc losing one floor of our offices in California. Allo ft he severancea nd relatedc osts fort hisp lanw erep aidd uring2 024. During thet hird quarter of 2024,w er ecordeda na dditionalr estructuring charge of $0.7 millionr elated to thec losure of our offices in California,o fw hich $0.4 millionr elated to an impairmento ft he right-of-use assets and$ 0.3 millionr elated to an impairmento fl easeholdi mprovements. Also,d uringt he thirdq uarter of 2024, we recognized $0.2 milliono fe xpensef rom thew rite- offo ff oreign currencyt ranslation adjustmentsr elated to thel iquidationo fasmallf oreign operation. In January 2025, we implemented ar eduction in our workforceo fa pproximately 6% acrossv arious geographies andf unctions to bettera ligno ur cost structurew ith ther evenue outlook fort he year.W er ecorded $4.2 milliono fs everance andr elated costsf or this actiond uringt he fourth quarter of 2024 and$ 1.8 milliond uring2 025. Essentially allo ft he severancea nd relatedc osts fort hisp lan were paid during2 025. In February 2026, we implemented ar eductioni no ur workforceo fa pproximately 8% acrossv arious geographies andf unctions to bettera ligno ur cost structurew ith our revenue outlook for2 026. Approximately $8.8 milliono fs everance andr elated costsf or this actionw erer ecorded duringt he fourth quarter of 2025. In addition, we incurreda pproximately $1.1 millionf or contract termination costsd uringt he fourth quarter of 2025. We expect to incura na dditional$ 3.5 milliont o$ 4.0 milliono fc osts during2 026 relatedt o this action. We expect am ajority of thes everance andr elated costsf or this plan to be paid during2 026.
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21 Loss From Sale of DivestedO peration Loss froms aleo fd ivestedo perationo f$ 1.8 millionw as attributable to thes aleo fo ur FeedbackNowp roductl ined uringt he thirdq uarter of 2024. Interest Expense Interest expensec onsistso fi nteresto no ur borrowings.T he fluctuationf or interest expensew as immaterial in 2025 compared to 2024. OtherI ncome, Net Otheri ncome, netp rimarily consists of interest income,g ains andl osseso nf oreign currency, andg ains andl osseso nf oreign currencyf orward contracts. Thef luctuationf or otheri ncome, netw as immaterial in 2025 compared to 2024. Credit Loss Expenseo nN oteR eceivable Credit loss expenseo nn oter eceivablec onsists of an allowancef or credit losseso na noter eceivablef romt he divestiture of our FeedbackNowp roductl ined uringt he thirdq uarter of 2024. Gainso nI nvestments,N et Gainso ni nvestments, netp rimarily represents our shareo fe quity method investment gainsa nd lossesf romo ur technology- relatedi nvestment funds.G aino ni nvestments, netd ecreased by $0.8 millioni n2 025 compared to 2024 due to ad ecrease in investment gainsg enerated by theu nderlying funds. Income TaxE xpense( Benefit) Absolute Percentage Increase Increa se 2025 2024 (Decrease)( Decrease) Provision for( benefitf rom) income taxes( dollars in millions)$ — $8 .4 $( 8.4)( 100%) Effectivet ax rate — 318% (318) points Thes ignificanti tems impactingt he effectivet ax rate during2 025 as compared to 2024 arep rimarily theg oodwill impairment chargesi n2 025, whicha re not deductible fort ax purposes,i na dditiont ot ransactions in 2024 that increased our taxe xpensea nd effectivet ax rate,i ncluding thed ivestiture of theF eedbackNowp roductl ine, foreignw ithholding taxesd ue to thed issolutiono fa foreigns ubsidiary,a nd av aluation allowancer ecordeda gainst non-realizable stateN OL carryforwards due to thed issolutiono fa domestic subsidiary. SegmentR esults We operate in threes egments: Research,C onsulting, andE vents. Theses egments, whicha re also our reportables egments, are basedo no ur management structurea nd how management uses financiali nformationt oe valuatep erformance andd etermineh ow to allocater esources.O ur products ands ervices ared elivered through each segmenta sd escribed below. TheR esearch segmenti ncludest he revenuesf roma ll of our research products as well as consultingr evenuesf roma dvisory services (sucha ss peeches anda dvisoryd ays) deliveredb yo ur research organization. Research segmentc osts include thec osto ft he organizations responsible ford eveloping andd eliveringt hese products in additiont ot he cost of thep roductm anagemento rganization that is responsible forp roductp ricing andp ackaging andt he launcho fn ew products.A so fJ anuary 1, 2025, we realignedo ur citations team costss ucht hatt hese costsa re now reporteda sadirect expens eo ft he Research segmenti nt he tables below. Prior period amountsh aveb een recast to conformt ot he currentp resentation. TheC onsultings egment includest he revenuesa nd ther elated costso fo ur project consultin go rganization. Thep roject consultingo rganizationd eliversamajority of our pr oject consultingr evenue.A so fJ anuary 1, 2025, we realignedo ur content marketingp artner costss ucht hatt hese costsa re now reporteda sadirect expens eo ft he Consultings egment in thet ablesb elow.P rior period amountsh aveb een recast to conformt ot he currentp resentation. TheE ventss egment includest he revenuesa nd thec osts of theo rganizationr esponsible ford eveloping andh ostingo ur events.
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22 We evaluate reportables egment performance anda llocater esources basedo ns egment operatingi ncome( loss).S egment expenses include thed irect expenses of each segmento rganizationa nd exclude sellinga nd marketinge xpenses,g eneral and administrativee xpenses,s tock-based compensatione xpense, depreciatione xpense, adjustmentst oi ncentiveb onus compensationf rom target amounts, amortizationo fi ntangiblea ssets,g oodwill impairment, restructuringc osts,l ossf roms aleo fd ivestedo peration, interest expense, credit loss expenseo nn oter eceivable, otheri ncome, andg ains on investments. Thea ccountingp oliciesu sedb yt he segments aret he same as thoseu sedi nt he consolidated financials tatements. We do not review or evaluate assets as part of segment performance. Accordingly, we do not identify or allocatea ssetsb yr eportables egment. Research Segment Consulting Segment Events SegmentC onsolidated Year EndedD ecember3 1, 2025 (Int housands,e xceptp ercentages) Research revenues$ 295,607 $— $— $2 95,607 Consultingr evenues2 1,963 66,229 —8 8,192 Events revenues— —1 3,089 13,089 Totals egment revenues3 17,570 66,229 13,089 396,888 Segmente xpenses (103,261)( 38,409)( 18,829)( 160,499) Segmento peratingi ncome( loss)2 14,309 27,820 (5,740)2 36,389 Year overy ear revenuec hange (6%) (13% )( 29%) (8%) Year overy ear expensec hange (11%)( 5%)( 2%)( 9%) Research Segment Consulting Segment Events SegmentC onsolidated Year EndedD ecember3 1, 2024 (Int housands) Research revenues$ 316,739 $— $— $3 16,739 Consultingr evenues2 1,095 76,159 —9 7,254 Events revenues— —1 8,477 18,477 Totals egment revenues3 37,834 76,159 18,477 432,470 Segmente xpenses (116,024)( 40,513)( 19,250)( 175,787) Segmento peratingi ncome( loss)2 21,810 35,646 (773)2 56,683 Research segmentr evenuesd ecreased6 %d uring2 025 compared to 2024. Research productr evenuesw ithint hiss egment decreased 7% primarily duet ot he decreasei nC V, as discusseda bove,a sw ella st he divestiture of theF eedbackNowp roductl inei n thet hird quarter of 2024,p artially offset by an increase in reprintr evenue.C onsultingp roduct revenues within this segmenti ncreased 4% primarily due to increased deliveryo fc onsultings ervices by ourr esearch analysts. Research segmente xpensesd ecreased 11% during2 025 compared to 2024. Thed ecreasei ne xpenses wasp rimarily duet o( 1) a $8.5 million decrease in compensationa nd benefitc osts primarily duet oadecreasei nh eadcounta nd (2)a$3 .6 milliond ecreasei n professionals ervices duet oade creasei nc onsultingf eesa nd thee ffect of thed ivestiture of theF eedbackNowp roduct line, partially offset by an increasei nc ontractor costs. Consultings egment revenuesd ecreased 13% during2 025 compared to 2024. Thed ecreasei nr evenuesw as due to ad ecreasei n deliveryo fc onsultings ervicesd ue to lowerc lientb ookings. Consultings egment expenses decreased5 %d uring2 025 compared to 2024. Thed ecreasei ne xpenses wasp rimarily duet o( 1) a $2.0 million decrease in compensationa nd benefitc osts primarily duet oadecreasei nh eadcounta nd (2)a$1 .9 milliond ecreasei n billablef ees relatedt od eliveryo fc onsultinge ngagements. Thesed ecreases were partially offset by a$ 1.7 millioni ncreasei n professionals ervices duep rimarily to an increasei nc ontractorc osts. Events egment revenuesd ecreased 29% during2 025 compared to 2024. Thed ecreasei nr evenuesw as primarily due to a decreasei ns ponsorship revenues. Events egment expenses were consistent during2 025 compared to 2024. Ad etailedd escriptiona nd analysis of thef iscaly ear 2024 versus 2023 year-over-year changesc an be found in Item 7. Management’s Discussion and Analysis of FinancialC onditiona nd Results of Operations in our AnnualR eporto nF orm1 0-Kf or the year endedD ecember3 1, 2024.
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23 Liquidity andC apital Resources We have historically financed ouro perations primarily through funds generatedf romo perations.R esearch revenues, which constituted7 5% of our revenues during2 025, areg enerally renewablea nd aret ypically payablei na dvance. We generatedc ashf rom operatinga ctivitieso f$ 21.1 milliond uringt he year endedD ecember 31, 2025 andu sedc ashi no peratinga ctivitieso f$ 3.9 million duringt he year endedD ecember 31, 2024. The$ 25.0 millioni ncreasei nc ashf romo perations during2 025 was primarily duet oa $27.6 million decrease in cash used fora ccruede xpenses during 2025 resultingp rimarily from1 )adecreasei nt he paymento fy ear endi ncentivec ompensationd uring2 025 as compared to thep rior year period,2 )adecreasei nt he paymentf or wagesa ccrueda tt he priory ear endd ue to the timingo fw agep ayments, and3 )t he paymento falegals ettlement during 2024 that didn ot recuri n2 025. During 2025, we used cashi ni nvestinga ctivitieso f$ 14.1 million primarily from$ 12.7 milliono fn et purchaseso fm arketable investmentsa nd $3.0 milliono fp urchases of propertya nd equipment, primarily consistingo fc omputer software,p artially offset by a $1.4 milliond istributionr eceivedf roma ne quity method investment.D uring2 024, we generatedc ashf romi nvestinga ctivitieso f$ 5.0 million primarily from$ 6.0m illiono fp roceedsf romt he sale of theF eedbackNowp roduct linea nd $2.5 milliono fn et maturitiesa nd saleso fm arketablei nvestments, partially offset by $3.4 milliono fp urchases of propertya nd equipment, primarily consistingo f computer software. On April1 1, 2025, we enteredi ntoa thirda mendment of our lease, andanewl ease, foro ur principalh eadquartersl ocated in Cambridge,M assachusetts.T he effect of thesea greements wast oe arly terminatet he original leasew ith respect to thef irst,s econd andt hird floorso ft he facility by thee nd of thes econd quarter of 2026, while also extending thel easet ermw ith respect to thef ourth, fiftha nd sixf loorso ft he facility through June 30, 2039. As ar esulto fr educingt he numbero ff loorst hatw ew ill occupy, we intend to renovate floorsf our to sixa nd currently expect to incurc apitale xpenditureso fa pproximately $28.0 milliond uringt he firsth alfo f 2026. Undert he termso ft he leasea greement, thel andlordi sp roviding at enanti mprovement allowanceo f$ 17.2 millionw hich is expected to be receivedi nt he firsth alfo f2 026. Future cashr eceiptsf or thet enanti mprovement allowancew ill be classified as operatingc ashf lows in theC onsolidated Statemento fC ashF lows. During 2025, we used $2.6 milliono fc ashf romf inancing activitiesp rimarily from$ 2.5 millionf or purchases of our common stocka nd $1.3 milliono ft axes paid relatedt on et shares ettlementso fr estricteds tock units,p artially offset by $1.3 milliono fn et proceedsf romt he issuance of commons tock undero ur stock-basedi ncentivep lans.D uring2 024, we used $16.1 milliono fc ashf rom financinga ctivitiesp rimarily from$ 15.9 millionf or purchases of our commons tock and$ 2.6 milliono ft axes paid relatedt on et share settlementso fr estricteds tock units,p artially offset by $2.4 million of netp roceedsf romt he issuance of commons tock undero ur stock-basedi ncentivep lans.A so fD ecember 31, 2025, our remainings tock repurchasea uthorizationw as approximately $77.5 million. We have ac reditf acility that providesu sw ith revolving credit commitments. Thea mount outstanding undert he credit facility was$ 35.0 milliona tD ecember3 1, 2025 andt he facility wass et to expire in Decembero f2 026. On March1 2, 2026, we executeda thirda mendment of thec reditf acility in ordert oe xtendi ts maturity period andt or educet he size of thef acility in ordert od ecrease ongoing costso ft he facility.T he keyt erms of thea mendmenti nclude (a)a ne xtension of them aturity date fromD ecember2 026 until March2 029, (b)areductioni nt he facility from$ 150.0 milliont o$ 50.0 million, (c)areductio ni nt he amount that thew ea re permitted, subject to approvalb yt he administrativea gent,t oi ncreasec ommitmentsu ndert he facility from$ 50.0 milliont o$ 15.0 million, and( d) thea dditiono faminimu ml iquidity covenant. Thec reditf acility contains certainc ustomary restrictivel oanc ovenants, including among others,f inancial covenantst hata pply am aximuml everager atio,m inimum interest coverage ratio,m aximuma nnualc apitale xpenditures, andw ith thee xecutiono ft he thirda mendment of thec reditf acility,aminimu ml iquidity amount.T he negativec ovenantsl imit, subject to various exceptions,o ur ability to incura dditionali ndebtedness, create lienso na ssets,m erge,c onsolidate, liquidate or dissolvea ny part of thec ompany, sell assets,c hange fiscal year,o re nter into certaint ransactions with affiliatesa nd subsidiaries.W ew erei nf ullc ompliancew itht he covenantsa so fD ecember3 1, 2025 ande xpect to continue to be in compliancet hrough then ext1 2m onths. Additionalf uturec ontractualc asho bligations extending overt he next 12 months andb eyond primarily consisto fo perating leasep ayments. We leaseo ffice space undern on-cancelable operatingl easea greements (refert oN ote6–Leases in theN otes to Consolidated FinancialS tatementsf or additionali nformation).T he remainingd urationo fn on-cancelable office space leases ranges froml esst han1y ear to 14 years. Remainingl ease payments within one year,w ithin twot ot hree years, within four to five years, and afterf ivey earsf romD ecember3 1, 2025 are$ 7.6 million, $14.8 million, $13.2 million, and$ 37.7 million, respectively. In additiont ot he contractualc ashc ommitmentsi ncludeda bove,w eh aveo ther payables andl iabilitiest hatm ay be legally enforceable but aren ot considered contractualc ommitments. SeeN ote1 5– CertainB alanceS heet Accounts in theN otes to Consolidated FinancialS tatementsf or more informationo no ur payables andl iabilities. As of December3 1, 2025, we hadc ash, cash equivalents, andm arketablei nvestmentso f$ 127.7 million. This balancei ncludes $87.8 millionh eldo utside of theU .S.I ft he cash outside of theU .S.i sn eeded foro perations in theU .S., we wouldb er equiredt o accrue andp ay U.S. statet axes andm ay be requiredt op ay withholding taxest of oreign jurisdictions to repatriate thesef unds. However, our intent is to permanently reinvest thesef unds outside of theU .S.a nd our current plansd on ot demonstratean eed to
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24 repatriatet hese funds foro ur U.S. operations.W eb elieve that ourc urrent cashb alance andc ashf lows fromo perations will satisfy workingc apital, financinga ctivities, andc apitale xpenditure requirementsf or then extt welvem onths andt om eet our knownl ong- term cashr equirements. As of December3 1, 2025, we didn ot have anys ignificantu nrecognized taxb enefits foru ncertain taxp ositions. RecentA ccountingP ronouncements SeeN ote1–Summary of Significant AccountingP olicies in theN otes to Consolidated FinancialS tatementsf or af ull descriptiono fr ecenta ccountingp ronouncements,i ncluding thee xpected dateso fa doptiona nd effectso nr esults of operations and financialc ondition.
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25 Item 7A. Quantitativea nd QualitativeD isclosures AboutM arketR isk Thef ollowing discussion about our market risk disclosuresi nvolves forward-looking statements.A ctualr esults couldd iffer materially from thosep rojected in thef orward-looking statements.W ea re exposed to market risk relatedt oc hangesi nf oreign currencye xchange ratesa nd changesi ni nterestr ates on our variable-rate debt. ForeignC urrencyE xchange.O na globall evel,w ef ace exposuret om ovementsi nf oreign currencye xchange ratesa sw e enteri nton ormalb usinesst ransactions that mayb ei nc urrencieso ther than thel ocal currencyo fo ur subsidiaries,i ncluding theE uro, BritishP ound, ando ther foreignc urrencies. During 2025, we enteredi ntos everal foreignc urrencyf orward contractst om itigatet he effectso fa dversef luctuations in foreignc urrencye xchange ratesa nd we mayc ontinue to enteri ntoh edging agreements in thef uture. In addition, transactions anda ccount balances between our U.S. andf oreign subsidiaries exposeu st oc urrencye xchange risk.T his exposurem ay change overt ime as businessp ractices evolve andc ouldh aveam ateriala dversee ffect on our results of operations. We incurredf oreign currencye xchange losseso f$ 0.7 million, $0.8 million, and$ 0.3 milliond uringt he yearse nded December3 1, 2025, 2024, and2 023, respectively. Interest Rate Risk.A so fD ecember3 1, 2025, we had$ 35.0 millioni nt otal debt principalo utstanding. SeeN ote5—Debt in theN otes to Consolidated FinancialS tatementsf or additionali nformationr egarding our outstanding debt obligations. Allo fo ur debt outstanding as of December3 1, 2025 wasb ased on af loatingb aser ateo fi nterest, whiche xposes us to increases in interest rates. As an indicationo fo ur potentiale xposuret oc hangesi ni nterestr ates,ahypothetic al 25 basisp oint increaseo r decreasei ni nterestr ateso no ur debt couldc hangeo ur annualp retaxi ntereste xpensef or thef ollowing 12-monthp eriodb y approximately $0.1 million. Thep rimary objective of our investment activitiesi st op reservep rincipal andm aintainl iquidity while at thes amet ime maximizingt he income we receive fromo ur investmentsw ithout significantly increasingr isk. To achieve this objective, we maintain our portfolio of cashe quivalents andm arketablei nvestmentsi navarietyo fs ecuritiesd uringt he course of they ear,w hich may include U.S. government agencies,m unicipaln otes andb onds,c orporaten otes andb onds,c ommercialp aper,a nd moneym arket funds.T he securities, othert hanU .S.m oneym arketf unds,a re classified as available-for-salea nd consequently arer ecordedi nt he Consolidated BalanceS heetsa tf airv alue with unrealized gainso rl ossesr eporteda sacomponent of accumulatedo ther comprehensivel ossi nt he Consolidated BalanceS heets. If interest ratesr ise, them arketv alue of our investmentsm ay decline, which couldr esulti na realized loss if we aref orcedt os ella ni nvestment before its scheduled maturity.W eh avet he ability to holdo ur fixed income investmentsu ntil maturity (without giving effect to anyf uturea cquisitions or mergers).T herefore,w ew ouldn ot expect our operatingr esults or cashf lows to be affected to anys ignificantd egreeb ya suddenc hange in market interest rateso no ur securities portfolio.I na ddition, givent he shortm aturitiesa nd investment gradeq uality of thep ortfolio holdings at December3 1, 2025, a hypothetical 10% change in interest ratesw ouldn ot materially affect thef airv alue of our cashe quivalentsa nd investments. Thef ollowing tablep rovidesi nformationa bout our investment portfolio,e xcluding our moneym arketf unds,f or whicha ll of thes ecuritiesa re denominated in U.S. dollars.F or investment securities, thet able presents principalc ashf lows andr elated weighted- averagei nterestr ates by maturity date (dollars in thousands): YearsE ndedD ecember3 1, 2026 2027 2028 Corporateo bligations $8 ,060 $4 ,802 $3 ,860 Weighted averagei nterestr ates 4.14%4 .10%4 .16%
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26 Item 8. Consolidated FinancialS tatementsa nd Supplementary Data Thef inancial statements listedi nt he following Indext oF inancial Statements aref ileda sapart of this 2025 AnnualR eporto n Form 10-K. FORRESTER RESEARCH,I NC. INDEXT OF INANCIAL STATEMENTS Page ...............................Reporto fP ricewaterhouseCoopersL LP,I ndependent Registered Public AccountingF irm( PCAOB ID 238) 27 ..............................................................................................................................................................Consolidated BalanceS heets3 0 ..............................................................................................................................................Consolidated Statements of Operations 31 ..............................................................................................................Consolidated Statements of ComprehensiveI ncome( Loss) 32 .............................................................................................................................Consolidated Statements of Stockholders’E quity 33 ............................................................................................................................................Consolidated Statements of Cash Flows3 4 ......................................................................................................................................Notes to Consolidated FinancialS tatements3 5
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27 Reporto fI ndependent Registered Public AccountingF irm To theB oard of Directorsa nd Stockholders of Forrester Research,I nc. Opinions on theF inancial Statements andI nternalC ontrol over FinancialR eporting We have auditedt he accompanying consolidated balances heetso fF orrester Research,I nc.a nd its subsidiaries (the "Company")a so f December3 1, 2025 and2 024, andt he relatedc onsolidated statements of operations,o fc omprehensive income (loss),o fs tockholders’ equity ando fc ashf lows fore ach of thet hree yearsi nt he period endedD ecember3 1, 2025, including ther elated notes (collectively referredt oa st he "consolidated financials tatements"). We also have auditedt he Company'si nternalc ontrolo verf inancial reportinga s of December3 1, 2025, ba sedo nc riteriae stablishedi nI nternalC ontrol-Integrated Framework( 2013) issued by theC ommitteeo f SponsoringO rganizations of theT readwayC ommission (COSO). In our opinion, thec onsolidated financials tatementsr eferredt oa bove presentf airly, in allm aterialr espects, thef inancial positiono f theC ompany as of December3 1, 2025 and2 024, andt he results of its operations andi ts cashf lows fore ach of thet hree yearsi nt he period endedD ecember3 1, 2025 in conformity with accountingp rinciplesg enerally acceptedi nt he UnitedS tateso fA merica. Also in our opinion, theC ompany maintained,i na ll material respects, effectivei nternalc ontrolo verf inancial reportinga so f December3 1, 2025, ba sedo nc riteriae stablishedi nI nternalC ontrol-Integrated Framework( 2013) issued by theC OSO. Basisf or Opinions TheC ompany'sm anagementi sr esponsible fort hese consolidated financials tatements, form aintaining effectivei nternalc ontrol over financialr eporting, andf or its assessmento ft he effectivenesso fi nternalc ontrolo verf inancial reporting, includedi nM anagement’s Reporto nI nternalC ontrol overF inancial Reportinga ppearingu nderI tem9 A. Ourr esponsibility is to expresso pinions on the Company’sc onsolidated financials tatementsa nd on theC ompany'si nternalc ontrolo verf inancial reportingb ased on our audits.W e areap ublic accountingf irmr egisteredw ith theP ublic CompanyA ccountingO versight Board( UnitedS tates) (PCAOB)a nd are requiredt ob ei ndependent with respectt ot he Companyi na ccordance with theU .S.f ederal securitiesl awsa nd thea pplicable rules andr egulations of theS ecuritiesa nd Exchange Commission andt he PCAOB. We conductedo ur audits in accordance with thes tandardso ft he PCAOB.T hoses tandardsr equire that we plan andp erform thea udits to obtainr easonablea ssurance about whethert he consolidated financials tatementsa re freeo fm aterialm isstatement, whetherd ue to erroro rf raud, andw hether effectivei nternalc ontrolo verf inancial reportingw as maintained in allm aterialr espects. Oura udits of thec onsolidated financials tatementsi ncludedp erformingp rocedures to assess ther isks of material misstatemento ft he consolidated financials tatements, whetherd ue to erroro rf raud, andp erformingp rocedures that respond to thoser isks.S uch procedures includede xamining, on at estb asis,e videncer egarding thea mountsa nd disclosuresi nt he consolidated financial statements.O ur audits also includede valuatingt he accountingp rinciplesu seda nd significante stimatesm adeb ym anagement, as well as evaluatingt he overall presentationo ft he consolidated financials tatements. Oura udito fi nternalc ontrolo verf inancial reporting includedo btaining an understanding of internal controlo verf inancial reporting, assessing ther iskt hatamaterial weakness exists,a nd testinga nd evaluatingt he design ando peratinge ffectivenesso fi nternalc ontrolb ased on thea ssessedr isk. Oura udits also included performings ucho ther procedures as we considered necessary in thec ircumstances.W eb elieve that our audits provide ar easonable basisf or our opi nions. Definitiona nd Limitations of Internal Controlo ver FinancialR eporting Ac ompany’si nternalc ontrolo verf inancial reportingi saprocessd esignedt op rovide reasonablea ssurancer egarding ther eliability of financialr eportinga nd thep reparation of financials tatementsf or external purposes in accordance with generally accepteda ccounting principles.A company’si nternalc ontrolo verf inancial reportingi ncludest hosep oliciesa nd procedures that (i)p ertain to the maintenanceo fr ecordst hat, in reasonabled etail, accurately andf airlyr eflect thet ransactions andd ispositions of thea ssets of the company; (ii) provide reasonablea ssurance that transactions arer ecorded as necessary to permit preparationo ff inancial statements in accordance with generally accepteda ccountingp rinciples, andt hatr eceiptsa nd expenditureso ft he companya re beingm adeo nlyi n accordance with authorizations of management andd irectorso ft he company; and( iii) provide reasonablea ssurancer egarding preventiono rt imely detectiono fu nauthorized acquisition, use, or dispositiono ft he company’sa ssets that couldh aveamaterial effect on thef inancial statements. Because of its inherent limitations,i nternalc ontrolo verf inancial reportingm ay not prevento rd etect misstatements.A lso, projections of anye valuationo fe ffectivenesst of uturep eriods ares ubject to ther iskt hatc ontrols mayb ecome inadequate because of changesi n conditions,o rt hatt he degree of compliancew ith thep olicieso rp rocedures mayd eteriorate.
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28 Critical AuditM atters Thec ritical auditm atters communicatedb elow arem atters arisingf romt he current period audito ft he consolidated financial statements that were communicatedo rr equiredt ob ec ommunicated to thea uditc ommitteea nd that (i)r elatet oa ccountso r disclosurest hata re materialt ot he consolidated financials tatementsa nd (ii) involvedo ur especially challenging, subjective, or complexj udgments.T he communicationo fc ritical auditm atters doesn ot alteri na ny wayo ur opinion on thec onsolidated financial statements,t aken as aw hole, andw ea re not, by communicatingt he critical auditm atters below, providing separate opinions on the critical auditm atters or on thea ccountso rd isclosures to whicht heyr elate. Revenue Recognition– Identificationo fP erformanceO bligations As describedi nN ote1to thec onsolidated financials tatements, theC ompany generatesa ll of its revenuesf romc ontractsw ith customers, whicht otaled $396.9 millionf or they ear endedD ecember 31, 2025. Performance obligations within ac ontract are identifiedb ased on thep roducts ands ervices promised to be transferredi nt he contract.W hena contract includesm oret hano ne promised producto rs ervice, management must applyj udgmentt od eterminew hether thep romises representm ultiple performance obligations or as ingle, combined performanceo bligation. This evaluationr equiresm anagementt od eterminei ft he promises areb oth capable of beingd istinct,w here thec ustomerc an benefitf romt he producto rs ervice on its owno rt ogether with otherr esources readily available, anda re distinct within thec ontext of thec ontract,w here thet ransfero fp roducts or services is separately identifiable fromo ther promises in thec ontract.W henb othc riteriaa re met, each promised producto rs ervice is accounted fora saseparate performance obligation. Thep rincipal considerations foro ur determinationt hatp erformingp rocedures relatingt or evenue recognition– identificationo f performance obligations is ac ritical auditm atteri sahigh degree of auditore ffort in performingp rocedures ande valuatinga udit evidence relatedt om anagement’si dentificationo ft he performance obligations. Addressing them atteri nvolvedp erformingp rocedures ande valuatinga udite videncei nc onnectionw ith formingo ur overall opinion on thec onsolidated financials tatements. Thesep rocedures includedt estingt he effectivenesso fc ontrols relatingt ot he revenue recognitionp rocess, including controls overt he identificationo fp erformance obligations.T hese procedures also included, among others,t estingm anagement’s processf or identifying performance obligations within its contractsw ith customersa nd ther evenue recognitioni mpact of contractualt erms andc onditions forasample of contracts. Interima nd Annual Goodwill ImpairmentA ssessments –R esearchR eportingU nit As describedi nN otes 1a nd 4t ot he consolidated financials tatements, theC ompany’sg oodwill balancew as $120.4 milliona so f December3 1, 2025, andt he goodwill associated with theR esearch reportingu nitw as $112.1 million. Goodwill is tested by management fori mpairmenta tt he reportingu nitl evel annually as of November 30. Testingf or impairmenti sa lsor equiredo na n interimb asis if an evento rc ircumstancei ndicatesi ti sm orel ikelyt hann ot an impairmentl ossh as been incurred. During thef irst quarter of 2025, management determined at riggering evento ccurred, indicatingg oodwill mayb ei mpaired. Accordingly, management conducteda quantitativei mpairmentt esto fg oodwill as of March3 1, 2025 fort he twor eportingu nits that have goodwill (Research andC onsulting).A saresult of theq uantitativei mpairmentt estp erformed,m anagementd etermined goodwill wasi mpairedf or its Research reportingu nita nd recorded ag oodwill impairmentc hargeo f$ 83.9 milliond uringt he period endedM arch 31, 2025. Management performed thea nnualg oodwill impairmentt esta so fN ovember 30, 2025 fori ts Research andC onsultingr eportingu nits, whichr esultedi na na dditionali mpairmentc hargeo f$ 26.8 millionf or its Research reportingu nit. Aq uantitativei mpairmentt est involvesc omparing thef airv alue of ar eportingu nitt oi ts carryingv alue.T he fair valueo ft he Research reportingu nitw as estimated by management usinga ne qual weightingo fa ni ncomea pproach andm arketa pproach.T he income approach wasb ased upon projected future cashf lows that were discounted to presentv alue.T he keya ssumptions used in thei ncomea pproach were forecasted revenues, operatinge xpenses, terminal rate,a nd discount rate,a nd thek ey assumptions used in them arketa pproach were thee arnings multiple andt he market participanta cquisitionp remium. Thep rincipal considerations foro ur determinationt hatp erformingp rocedures relatingt ot he interima nd annualg oodwill impairment assessments of theR esearchr eportingu niti sacritical auditm attera re (i)t he significantj udgmentb ym anagementw hend eveloping thef airv alue estimateso ft he Research reportingu nit; (ii) ah ighd egreeo fa uditorj udgment, subjectivity,a nd effort in performing procedures ande valuatingm anagement’ss ignificanta ssumptions relatedt of orecastedr evenues, operatinge xpenses,t erminal rate, andd iscount rate used in thei ncomea pproach andt he earnings multiple andm arketp articipanta cquisitionp remiumu sedi nt he market approach;a nd (iii) thea udite ffort involvedt he useo fp rofessionals with specialized skill andk nowledge. Addressing them atteri nvolvedp erformingp rocedures ande valuatinga udite videncei nc onnectionw ith formingo ur overall opinion on thec onsolidated financials tatements. Thesep roceduresi ncludedt estingt he effectivenesso fc ontrols relatingt om anagement’s interima nd annualg oodwill impairmenta ssessments,i ncluding controls overt he fair valuee stimateso ft he Research reportingu nit. Thesep rocedures also included, among others (i)t esting management’s processf or developing thef airv alue estimateso ft he
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29 Research reportingu nit; (ii) evaluating thea ppropriateness of thei ncomea pproach andm arketa pproach used by management;( iii) testingt he completeness anda ccuracy of underlying data used in thei ncomea pproach andm arketa pproach;a nd (iv) evaluatingt he reasonablenesso ft he significant assumptions used by management relatedt of orecastedr evenues, operatinge xpenses,t erminal rate, andd iscount rate used in thei ncomea pproach andt he earnings multiple andm arketp articipanta cquisitionp remiumu sedi nt he market approach.E valuatingm anagement’sa ssumptions relatedt of orecastedr evenuesa nd operatinge xpenses involvede valuating whethert he assumptions used by management were reasonablec onsidering (i)t he current andp astp erformance of theR esearch reportingu nit; (ii) thec onsistencyw ith external market andi ndustryd ata; and( iii) whethert he assumptions were consistent with evidence obtainedi no ther areaso ft he audit. Professionals with specialized skill andk nowledge were used to assist in evaluating (i) thea ppropriateness of thei ncomea pproach andt he market approach and( ii) ther easonablenesso ft he terminal rate andd iscountr ate assumptions used in thei ncomea pproach andt he earnings multiple andm arketp articipanta cquisitionp remiuma ssumptions used in them arketa pproach. /s/P ricewaterhouseCoopers LLP Boston, Massachusetts March1 3, 2026 We have served as theC ompany’sa uditors ince 2010.
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30 FORRESTER RESEARCH,I NC. CONSOLIDATED BALANCE SHEETS (Int housands,e xceptp er shared ata) December3 1, December3 1, 2025 2024 ASSETS Current Assets: Cash andc ashe quivalents $6 3,335 $5 6,087 Marketable investments6 4,321 48,582 Accountsr eceivable,n et of allowancef or expected credit losseso f$ 360 and$ 434 as of December3 1, 2025 and2 024, respectively5 0,850 55,490 Deferredc ommissions 22,060 22,942 Prepaide xpensesa nd otherc urrent assets 12,119 18,263 Totalc urrent assets 212,685 201,364 Propertya nd equipment, net1 1,217 11,699 Operatingl easer ight-of-use assets 30,662 27,049 Goodwill 120,381 227,959 Intangiblea ssets,n et 18,730 27,475 Othera ssets 10,359 8,316 Totala ssets $4 04,034 $5 03,862 LIABILITIESA ND STOCKHOLDERS'E QUITY Current Liabilities: Accountsp ayable $8 32 $9 65 Accruede xpensesa nd otherc urrent liabilities6 2,418 57,602 Current portiono fl ong-term debt 35,000 — Deferredr evenue 141,812 145,404 Totalc urrent liabilities2 40,062 203,971 Long-term debt —3 5,000 Non-current operatingl easel iabilities2 9,512 24,809 Othern on-current liabilities7 ,935 10,545 Totall iabilities2 77,509 274,325 Commitmentsa nd contingencies( Note 16) Stockholders'E quity: Preferreds tock,$ 0.01 parv alue Authorized -5 00 shares;i ssued ando utstanding -n one —— Commons tock,$ 0.01 parv alue Authorized -1 25,000 shares Issued -2 5,535 and2 5,119 shares as of December3 1, 2025 and2 024, respectively Outstanding -1 9,013 and1 8,838 shares as of December3 1, 2025 and 2024, respectively2 55 251 Additionalp aid-in capital3 04,404 292,217 Retained earnings 52,574 171,934 Treasurys tock -6 ,522 and6 ,282 shares as of December3 1, 2025 and2 024, respectively( 229,615)( 227,119) Accumulatedo ther comprehensivel oss( 1,093)( 7,746) Totals tockholders’e quity 126,525 229,537 Totall iabilitiesa nd stockholders’e quity $4 04,034 $5 03,862 Thea ccompanying notes area ni ntegralp arto ft hese consolidated financials tatements.
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31 FORRESTER RESEARCH,I NC. CONSOLIDATED STATEMENTS OF OPERATIONS (Int housands,e xceptp er shared ata) YearsE ndedD ecember3 1, 2025 2024 2023 Revenues: Research $2 95,607 $3 16,739 $3 34,396 Consulting8 8,192 97,254 118,228 Events 13,089 18,477 28,155 Totalr evenues3 96,888 432,470 480,779 Operatinge xpenses: Cost of services andf ulfillment 170,717 182,534 204,484 Sellinga nd marketing1 49,479 159,621 167,352 Generala nd administrative 52,664 58,818 68,497 Depreciation6 ,025 7,561 8,452 Amortizationo fi ntangiblea ssets 8,745 9,648 11,956 Goodwill impairment1 10,707 —— Restructuringc osts 11,724 11,773 13,272 Loss froms aleo fd ivestedo peration— 1,775 — Totalo peratinge xpenses5 10,061 431,730 474,013 Income (loss) fromo perations (113,173)7 40 6,766 Interest expense( 2,680)( 3,011)( 3,060) Otheri ncome, net3 ,752 4,094 2,371 Credit loss expenseo nn oter eceivable( 7,310)— — Gainso ni nvestments, net2 814 208 Income (loss) before income taxes( 119,409)2 ,637 6,285 Income taxe xpense (benefit) (49) 8,384 3,235 Net income (loss) $( 119,360)$ (5,747)$ 3,050 Basici ncome( loss) perc ommons hare $( 6.28)$ (0.30)$ 0.16 Dilutedi ncome( loss) perc ommons hare $( 6.28)$ (0.30)$ 0.16 Basicw eighted averagec ommons hareso utstanding 19,017 19,094 19,183 Dilutedw eighted averagec ommons hareso utstanding 19,017 19,094 19,258 Thea ccompanying notes area ni ntegralp arto ft hese consolidated financials tatements.
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32 FORRESTER RESEARCH,I NC. CONSOLIDATED STATEMENTS OF COMPREHENSIVEI NCOME (LOSS) (Int housands) YearsE ndedD ecember3 1, 2025 2024 2023 Net income (loss) $( 119,360)$ (5,747)$ 3,050 Otherc omprehensive income (loss),n et of tax: Foreignc urrencyt ranslation 6,622 (3,264)3 ,248 Netc hange in market valueo fi nvestments3 18 99 9 Otherc omprehensive income (loss) 6,653 (3,175)3 ,347 Comprehensivei ncome( loss) $( 112,707)$ (8,922)$ 6,397 Thea ccompanying notes area ni ntegralp arto ft hese consolidated financials tatements.
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33 FORRESTER RESEARCH,I NC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’E QUITY (Int housands) Accumulated CommonS tock Additional Treasury StockO ther Total Number of $0.01 ParP aid-in Retained Number of Comprehensi ve Stockholders' Shares ValueC apital Earnings Shares Cost Loss Equity Balancea tD ecember3 1, 2022 24,367 $2 44 $2 61,766 $1 74,631 5,305 $( 207,067)$ (7,918)$ 221,656 Issuance of common stocku nders tock plans, includingt ax effects3 17 38 05 —— —— 808 Repurchases of common stock— —— —1 32 (4,082)— (4,082 ) Stock-basedc ompensatione xpense —— 15,486 —— —— 15,486 Net income —— —3 ,050 —— —3 ,050 Net change in marketable investments, net of tax— —— —— —9 99 9 Foreignc urrencyt ranslation— —— —— —3 ,248 3,248 Balancea tD ecember3 1, 2023 24,684 247 278,057 177,681 5,437 (211,149)( 4,571)2 40,265 Issuance of commons tock under stockp lans,i ncluding taxe ffects4 35 4( 183)— —— —( 179 ) Repurchases of commons tock —— —— 845 (15,970)— (15,970 ) Stock-basedc ompensatione xpense —— 14,343 —— —— 14,343 Net loss —— —( 5,747)— —— (5,747 ) Net change in marketable investments, net of tax— —— —— —8 98 9 Foreignc urrencyt ranslation— —— —— —( 3,264)( 3,264 ) Balancea tD ecember3 1, 2024 25,119 251 292,217 171,934 6,282 (227,119)( 7,746)2 29,537 Issuance of common stocku nder stockp lans,i ncluding taxe ffects4 16 4( 33)— —— —( 29 ) Repurchases of common stock— —— —2 40 (2,496)— (2,496 ) Stock-basedc ompensatione xpense —— 12,220 —— —— 12,220 Net loss —— —( 119,360)— —— (119,360 ) Net change in marketable investments, net of tax— —— —— —3 13 1 Foreignc urrencyt ranslation— —— —— —6 ,622 6,622 Balancea tD ecember3 1, 2025 25,535 $2 55 $3 04,404 $5 2,574 6,522 $( 229,615)$ (1,093)$ 126,525 Thea ccompanying notes area ni ntegralp arto ft hese consolidated financials tatements.
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34 FORRESTER RESEARCH,I NC. CONSOLIDATED STATEMENTS OF CASHF LOWS (Int housands) YearsE ndedD ecember3 1, 2025 2024 2023 Cash flowsf romo peratinga ctivities: Neti ncome( loss) $( 119,360)$ (5,747)$ 3,050 Adjustmentst or econcile neti ncome( loss) to netc ashp rovidedb y( used in) operatinga ctivities: Depreciation6 ,025 7,561 8,452 Impairment of propertya nd equipment6 79 67 726 Amortizationo fi ntangiblea ssets 8,745 9,648 11,956 Deferredi ncomet axes( 3,929)( 58)( 5,461) Stock-basedc ompensation1 2,256 14,343 15,486 Credit losseso nn oter eceivable7 ,310 —— Goodwill impairment1 10,707 —— Operatingl easer ight-of-usea ssets amortizationa nd impairments 6,680 12,974 11,658 Loss froms aleo fd ivestedo peration— 1,775 — Other, net9 04 174 192 Changesi na ssets andl iabilities Accountsr eceivable4 ,847 (9)1 4,715 Deferredc ommissions 882 63 1,352 Prepaide xpensesa nd otherc urrent assets (3,391)( 197)6 ,020 Accountsp ayable (144)( 814)1 ,428 Accruede xpensesa nd otherl iabilities6 ,694 (20,866)( 10,644) Deferredr evenue (6,250)( 9,105)( 23,279) Operatingl easel iabilities( 10,962)( 14,570)( 13,978) Net cashp rovidedb y( used in)o peratinga ctivities2 1,081 (3,861)2 1,673 Cash flowsf romi nvestinga ctivities: Purchaseso fp ropertya nd equipment( 2,987)( 3,400)( 5,495) Purchaseso fm arketablei nvestments( 33,454)( 59,365)( 61,068) Proceedsf romm aturitieso fm arketablei nvestments1 5,175 51,735 28,338 Proceedsf roms ales of marketable investments5 ,557 10,111 1,453 Proceedsf roms aleo fd ivestedo peration— 6,000 — Otheri nvestinga ctivity 1,642 (62) 13 Net cashp rovidedb y( used in)i nvestinga ctivities( 14,067)5 ,019 (36,759) Cash flowsf romf inancing activities: Payments on borrowings —— (15,000) Paymento fd ebti ssuancec osts —— (25) Repurchases of common stock( 2,540)( 15,920)( 4,082) Proceedsf romi ssuance of common stocku ndere mployeee quity incentivep lans 1,265 2,426 3,489 Taxesp aidf or nets hare settlementso fs tock-based compensation awards (1,294)( 2,605)( 2,681) Net cashu sedi nf inancing activities( 2,569)( 16,099)( 18,299) Effect of exchange rate changeso nc ash, cashe quivalentsa nd restricted cash 2,957 (1,914)2 ,773 Net increase (decrease) in cash, cashe quivalentsa nd restricted cash7 ,402 (16,855)( 30,612) Cash,c ashe quivalents andr estrictedc ash, beginning of year 58,187 75,042 105,654 Cash,c ashe quivalents andr estrictedc ash, endo fy ear $6 5,589 $5 8,187 $7 5,042 Supplementald isclosureo fc ashf lowi nformation: Cash paid fori nterest$ 2,235 $2 ,562 $2 ,596 Cash paid fori ncomet axes $7 ,234 $9 ,277 $1 0,643 Non-casht ransactions: Additions to property, planta nd equipmenti ncludedi na ccountsp ayable anda ccrued expenses $2 ,582 $— $— Thea ccompanying notes area ni ntegralp arto ft hese consolidated financials tatements.
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35 FORRESTER RESEARCH,I NC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December3 1, 2025 Note 1–S ummary of SignificantA ccountingP olicies Basiso fP resentation Forrester Research,I nc.i sagl obal independent research anda dvisory firm.T he Companye mpowersl eadersi nt echnology, customer experience, digital, marketing, sales, andp roductf unctions to accelerateg rowtht hrough customer obsession. Forrester’s unique proprietary research andc ontinuanceg uidancem odelh elps executives andt heir teamsa chieve theiri nitiatives ando utcomes faster andw ith confidence. Thea ccompanying consolidated financials tatementsh aveb een preparedi na ccordance with generally accepteda ccounting principles in theU nitedS tateso fA merica (“GAAP”) andp ursuantt ot he rulesa nd regulations of theS ecuritiesa nd Exchange Commission (“SEC”)f or reportingo nF orm1 0-K. TheC ompany’s fiscal year is thet welvem onths fromJ anuary 1t hrough December 31 anda ll references to 2025, 2024, and2 023 refert ot he fiscal year unlesso therwise noted. Principles of Consolidations Thea ccompanying consolidated financials tatementsi nclude thea ccountso fF orrester andi ts wholly-owned subsidiaries.A ll intercompany transactions andb alances have been eliminated in consolidation. Management Estimates Thep reparationo ff inancial statements in conformity with GAAP requiresm anagementt om akee stimatesa nd assumptions that affect ther eporteda mountso fa ssetsa nd liabilities, disclosure of contingent assets andl iabilitiesa tt he date of thef inancial statements,a nd ther eporteda mountso fr evenuesa nd expenses duringt he reportingp eriod. Forrester considerst he more significanto f thesee stimatest ob er evenue recognition, credit losseso nn oter eceivable, ando ngoing impairmentr eviews of goodwill. On an ongoing basis, management evaluatesi ts estimates. Actual results couldd ifferf romt hese estimates. Adoptiono fN ew AccountingP ronouncements In December2 023, theF ASBi ssued ASUN o. 2023-09, Income Taxes (Topic7 40) -I mprovements to Income TaxD isclosures. Then ew standard enhances income taxd isclosurer equirementsb yr equiring specified categoriesa nd greater disaggregationw ithin the rate reconciliationt able,d isclosureo fi ncomet axes paid by jurisdiction, andp roviding clarificationo nu ncertain taxp ositions and relatedf inancial statementi mpacts.T he news tandard becamee ffectivef or theC ompany on January 1, 2025. Thea doptiono ft he standard on ap rospective basisr esultedi na dditionald isclosures in theC ompany'si ncomet ax footnote. RecentA ccountingP ronouncements In November 2024, theF ASBi ssued ASUN o. 2024-03, Disaggregationo fI ncomeS tatement Expenses.T he news tandard requiresd isclosures about specifict ypeso fe xpensesi ncludedi nt he expensec aptions presentedo nt he face of thei ncomes tatement as well as disclosuresa bout sellinge xpenses. Then ew standard will be effectivef or theC ompany on January 1, 2027, with early adoptionp ermitted. TheC ompany anticipates adoptingt hiss tandardo nJ anuary 1, 2027, whichw ill result in additionald isclosures of expenses in thef ootnotes to its financials tatements. Recenta ccountings tandards not includeda bove aren ot expected to have am ateriali mpact on our consolidated financial positiona nd results of operations. Fair ValueM easurements Thec arryinga mountsr eflected in theC onsolidated BalanceS heetsf or cash, certain cashe quivalents, accountsr eceivable, accountsp ayable,a nd accruede xpenses approximate fair valued ue to theirs hort-term maturities. TheC ompany’sf inancial instrumentsa lsoi nclude its outstanding variable-rate borrowings (refert oN ote5–Debt). TheC ompany believest hatt he carrying amount of its variable-rate borrowings reasonablya pproximate theirf airv aluesb ecause ther ates of interest on thoseb orrowings reflect current market rateso fi nterest.
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36 Additionally,t he Companyh as certainf inancial assets recorded at fair valuea te ach balances heet date,i ncluding cash equivalentsa nd marketable investments, in accordance with thea ccountings tandardsf or fair valuem easurements.R efer to Note 8– Fair ValueM easurements fort he Company’sf airv alue disclosures. Cash,C ashE quivalents,a nd MarketableI nvestments Forrester considersa ll short-term,h ighlyl iquidi nvestmentsw ith original maturitiesa tt he time of purchaseo ft hree months or less to be cashe quivalents,i nclusive of theC ompany's U.S. basedm oneym arketf unds. TheC ompany’sp ortfolio of investmentsm ay at anyt ime includes ecuritieso fU .S.g overnment agencies,m unicipaln otes and bonds,c orporaten otes andb onds,c ommercialp aper,a nd moneym arketf unds basedo utside of theU .S.M arketablei nvestmentsa re classified as current assets as they area vailablef or usei nc urrent operations.F orrester accountsf or allm arketablei nvestmentsa s available-for-sales ecuritiesa nd as such,t he marketable investmentsa re carried at fair valuew ith unrealized gainsa nd losses( not relatedt oc reditl osses) recorded in accumulatedo ther comprehensivel ossi nt he Consolidated BalanceS heets. Realized gainsa nd losseso ns ecuritiesa re includedi ne arnings anda re determined usingt he specifici dentificationm ethod. TheC ompany conducts periodicr eviews to identifya nd evaluate each investment that hasa nu nrealized loss, in accordance with them eaningo fo ther-than- temporaryi mpairmenta nd its applicationt oc ertain investments, as requiredu ndert he accountings tandards. Unrealized losseso n available-for-sales ecuritiest hata re determined to be temporary, andn ot relatedt oc reditl oss, arer ecorded,n et of tax, in accumulated otherc omprehensive loss. During they ears endedD ecember 31, 2025, 2024, and2 023, theC ompany didn ot record anyo ther-than- temporaryi mpairmentl osseso ni ts available-for-sales ecurities. TheC ompany didn ot realizea ny gainso rl ossesf romt he Company'sa vailable-for-sales ecuritiesd uringt he yearse nded December3 1, 2025, 2024, and2 023. Presentationo fR estrictedC ash Thef ollowing tables ummarizest he end-of-periodc asha nd cashe quivalentsf romt he Company'sC onsolidated BalanceS heets andt he totalc ash, cashe quivalentsa nd restricted casha sp resented in thea ccompanying Consolidated Statements of Cash Flows( in thousands). As of December3 1, 2025 2024 Cash andc ashe quivalents showni nb alance sheets $6 3,335 $5 6,087 Restricted cashc lassified in othera ssets( 1):2 ,254 2,100 Cash,c ashe quivalents andr estrictedc ashs howni ns tatement of cashf lows $6 5,589 $5 8,187 (1)R estrictedc ashc onsists of collateralr equiredf or leased office space. Thes hort-term or long-term classificationr egarding the collateralf or thel eased office spacei sd etermined in accordance with thee xpirationo ft he underlying leases. Concentrations of Credit Risk Financiali nstruments that potentially subject Forrestert oc oncentrations of credit risk arep rincipally cash, cashe quivalents, marketable investments, accountsr eceivable, andf oreign currencyf orward exchange contracts. TheC ompany limits itsr iske xposure by having its cash, cashe quivalents,a nd foreignc urrencyf orward exchange contractsw ith largec ommercialb anks andb y diversifying counterparties. No singlec ustomera ccounted forg reater than 3% of revenueso r2 %o fa ccountsr eceivablei na ny of the periods presented. Forrester doesn ot have anyo ff-balance sheet arrangements. Allowancef or Credit Losseso nN oteR eceivable As part of thep roceedsf romt he sale of an on-core productl inei nA ugust2 024, we receiveda noter eceivablew ith an original face valueo f$ 9.0 million. We measuret he noter eceivableo na na mortized cost basisa nd record an estimate of anye xpected credit losseso nt he noter eceivablea sa na llowancef or credit lossese ach reportingp eriod. Thea llowancer epresentso ur best estimate of credit losseso vert he contractuall ifeo ft he notea nd is calculatedu sing thel ossg iven defaultm ethod. This method involves estimatingt he likelihood that theb orrowerw ill defaulto ni ts obligations andt he expected lossesf roms uchd efault. Oure stimates undert he loss givend efault method reflectt he borrower’s liquidity positiona nd our judgments about theirr isko fd efault ande xpected financialp erformance as of theb alance sheet date. Thea llowancef or credit lossesi sr eporteda savaluationa ccount on theb alance sheet that is deductedf romt he note receivable’sa mortized costb asis andi si ncludedi nc reditl osse xpenseo nn oter eceivablei nt he Consolidated Statements of
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37 Operations.T he Companyw ill update its assessmento fe xpected credit loss each quarter andi ft he borrower’s financialc ondition worsensi nt he future,t he Companyc ouldb er equiredt or ecord an additionala llowancef or credit loss. If anya mount of then otei s determined by theC ompany to be uncollectible due to theb orrower’s failure to meet repaymentt erms or due to theb orrower's deterioratingf inancial condition, thew rite-off amount,r educed by anyp reviously recorded allowances,w oulda lsob er ecordeda sa credit loss expenseo nn oter eceivable. Alternatively, if theb orrower’s financialc onditioni mproves, theC ompany couldb er equired to reversea ll or ap ortiono ft he previously recorded allowancef or credit loss. Goodwill Goodwill represents thee xcesso ft he purchasep rice of acquiredb usinesseso vert he estimatedf airv alueso ft he tangiblea nd identifiablei ntangiblen et assets acquired. Goodwill is not amortized;h owever,i ti sr equiredt ob et estedf or impairmenta nnually, whichr equiresa ssessment of thep otentiali mpairmenta tt he reportingu nitl evel.R eportingu nits ared etermined basedo nt he componentso ft he Company'so peratings egmentst hatc onstitute ab usinessf or whichf inancial informationi sa vailablea nd forw hich operatingr esults arer egularly reviewed by segmentm anagement. Testingf or impairmenti sa lsor equiredo na ni nterim basisi fa n evento rc ircumstancei ndicatesi ti sm orel ikelyt hann ot an impairmentl ossh as been incurred. When performinga ni mpairment assessment, theC ompany either uses aq ualitativea ssessment, to determinei fi ti sm orel ikelyt hann ot that thee stimatedf airv alue of anyr eportingu niti sl esst hani ts carryinga mount,o raquantitativ ea nalysis, to determinea nd comparet he fair valueo fe ach reporting unitt oi ts carryingv alue,o racombinationo fb oth. An impairmento fg oodwill is recognized to thee xtentt hatt he carrying amount of ar eportingu nite xceedsi ts estimatedf airv alue.A bsenta ne vent that indicates as pecifici mpairmentm ay exist, theC ompany has selected November 30tha st he date forp erformingt he annualg oodwill impairmentt est. Ag oodwill impairmentc hargeo f$ 110.7 millionw as recorded fort he year endedD ecember3 1, 2025. Goodwill impairmentc harges were not requiredf or they earse nded December3 1, 2024 and2 023. Impairmento fO ther Long-Lived Tangible andI ntangibleA ssets Otherl ong-lived assets primarily consisto fp ropertya nd equipment, operatingl easer ight-of-use assets,a nd intangiblea ssets. TheC ompany periodicallye valuates ther ecoverability of otherl ong-lived assets whenever events andc hangesi nc ircumstances indicatet hatt he carryinga mount of an assetm ay not be fully recoverable. When indicatorso fi mpairmenta re present, thec arrying values of thea ssetg roup aree valuated in relationt ot he future undiscounted cashf lows of theu nderlying business. Then et book value of theu nderlying asseti sa djustedt of airv alue if thes um of thee xpected discounted cashf lows is less than book value. Fair values areb ased on estimateso fm arketp rices anda ssumptions concerning thea mount andt imingo fe stimatedf uturec ashf lows and assumedd iscount rates, reflecting varyingd egrees of perceivedr isk. TheC ompany recorded $0.1 million, $4.6 million, and$ 2.6 milliono fl ong-lived asseti mpairmentc harges during2 025, 2024a nd 2023, respectively( refert oN ote6–Leases). Non-Current Liabilities TheC ompany recordsd eferredt ax liabilitiesa nd otherl iabilitiest hata re expected to be settledo veraperiod that exceedso ne year as non-current liabilities. ForeignC urrency Thef unctionalc urrencyo fF orrester’s wholly-owned subsidiaries is theirr espectivel ocal currency. Theses ubsidiary financial statements aret ranslatedt oU .S.d ollars usingp eriod-ende xchange ratesf or assets andl iabilitiesa nd averagee xchange ratesd uring thec orresponding period forr evenuesa nd expenses,w ith translationg ains andl ossesr ecorded as ac omponent of accumulatedo ther comprehensivel ossi nt he Consolidated BalanceS heets. Gainsa nd lossesr elated to ther emeasuremento fm onetary assets and liabilitiesd enominated in ac urrencyo ther than an entity’s functio nalc urrencya re includedi no ther income,n et in theC onsolidated Statements of Operations.F orrester recorded $0.7 million, $0.8 million, and$ 0.3 milliono ff oreign exchange lossesd uring2 025, 2024, and2 023, respectively. Revenue TheC ompany generatesa ll of its revenues fromc ontractsw ith customers, whicht otaled $396.9 millionf or they ear ended December3 1, 2025. TheC ompany recognizes revenuew henacustomer obtains controlo fp romised products or services,i na na mount that reflects thec onsideratione xpected to be receivedi ne xchangef or thosep roducts or services.T he Companyf ollows thef ive-step model prescribed underT opic6 06: (i)i dentifyt he contract(s)w ith ac ustomer; (ii) identif yt he performance obligation(s) in thec ontract;( iii) determinet he transactionp rice; (iv) allocate thet ransactionp rice to thep erformance obligation(s) in thec ontract;a nd (v)r ecognize
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38 revenue when (ora s) theC ompany satisfiese ach performance obligation. Revenuesa re presentedn et of anys ales or valuea dded taxesc ollected fromc ustomers andr emittedt ot he government. TheC ompany accountsf or ac ontract when it hasa pprovala nd commitment fromb othp arties, thef ees,p ayment termsa nd rightso ft he partiesr egarding thep roducts or services to be transferreda re identified, thec ontract hasc ommercials ubstance, andi ti s probablet hats ubstantially allo ft he considerationf or thep roducts ands ervices expected to be transferredi sc ollectible.T he Company appliesj udgmenti nd eterminingt he customer’s ability andi ntentiont op ay fors ervices expected to be transferred, whichi sb ased on factorsi ncluding thec ustomer’s paymenth istory,m anagement’sa bility to mitigatee xposuret oc reditr isk( fore xample,r equiring paymenti na dvance of thet ransfero fp roducts or services,o rt he ability to stop transferring promised products or services in thee vent ac ustomerf ails to payc onsiderationw hend ue), ande xperience sellingt os imilarlys ituated customers. Sincet he transactionp rice is fixeda nd defineda sp arto fe nteringi ntoa contract,a nd generallyd oesn ot change,v ariablec onsiderationi si nsignificant. Performance obligations within ac ontract arei dentifiedb ased on thep roducts ands ervices promised to be transferredi nt he contract.W henacontract includesm oret hano ne promised producto rs ervice, theC ompany must applyj udgmentt od etermine whethert he promises representm ultiple performance obligations or as ingle, combined performance obligation. This evaluation requirest he Companyt od etermine if thep romises areb othc apable of beingd istinct,w here thec ustomerc an benefitf romt he product or serviceo ni ts owno rt ogether with otherr esources readily available, anda re distinct within thec ontexto ft he contract,w here the transfer of products or services is separately identifiablef romo ther promises in thec ontract.W henb othc riteriaa re met, each promised producto rs ervice is accounted fora saseparate performance obligation. In cases wheret he promises ared istinct,t he Companyi sf urther requiredt oe valuatei ft he promises areaseries of products ands ervices that ares ubstantially thes amea nd have thes amep attern of transfer to thec ustomer( referredt oa st he “series” guidance).W hent he Companyd etermines that promises meet thes eriesg uidance, they area ccounted fora sasingle, combined performance obligation. Contractst hatc ontainm ultiple performanceo bligations require an allocationo ft he transactionp rice to each performance obligationo narelative basisa ccording to theirs tandalone sellingp rices.T he Companyd etermines standalone sellingp rice basedo n thep rice at whicht he performance obligationi ss olds eparately. If theC ompany doesn ot have ah istory of sellingaperformance obligation, management appliesj udgmentt oe stimate thes tandalone sellingp rice, taking into considerationa vailablei nformation, including market conditions,f actors considered to setl istp rices,p ricing of similarp roducts,a nd internal pricingo bjectives. The corresponding allocatedr evenuesa re recognizedw hen( or as)t he performance obligations ares atisfied. Research revenues Them ajority of research revenues ares ubscriptions to our research,i ncluding accesst oa designatedp ortiono fo ur research and, depending on thet ype of license,u nlimiteda nalyst inquiry or guidances essions,a ne xecutivec oach or advisor, peer offerings,a nd unlimitedp articipationi nF orrester webinars,a ll of whicha re delivered throughout thec ontract period. TheC ompany hasc oncluded that thesep romises representastandr eadyo bligationt op rovide ad aily informations ervice, in whicht he services aret he same each day, everyd ay is distinct,a nd thec ustomers imultaneously receivesa nd consumes theb enefits as theC ompany transfersc ontrol throughout thec ontractp eriod. Accordingly, theses ubscriptions meet ther equirementso ft he series guidancea nd aree ach accounted fora sasinglep erformance obligation. TheC ompany recognizes revenue ratablyo vert he contract term,u sing an output measureo f time elapsed. Certaino ft he research products include advisory services and/or an eventt icket, whicha re accounted fora saseparate performance obligationa nd arer ecognizeda tt he point in time thes ervice is completed, thef inal deliverable is transferredt ot he customer,o rt he evento ccurs. Research revenues also include subscriptions to,a nd individuall icenseso fe lectronicr eprints, whicha re writtenr esearch documents prepared by Forrester’s analysts andh ostedv ia our on-linep latform. Individuall icenseso fr eprints include ap romiset od eliver ac ustomer-selected research documenta nd certain usaged atap rovidedt hrough theo n-linep latform, whichr epresentst wo performance obligations.T he Companys atisfies thep erformance obligationf or ther esearch documentb y providing accesst ot he electronicr eprint anda ccordinglyr ecognizes revenue at that point in time.T he Companys atisfies the performance obligationf or thed atap ortiono ft he reprinto na daily basisa nd accordinglyr ecognizes revenue overt ime.F or reprint subscriptions,w hich allowt he customer to utilized ifferent reprints throughout thes ubscriptionp eriod, theC ompany recognizes revenue ratablyo vert he contract term. Consultingr evenues Consultingr evenuesc onsisto fc onsultingp rojectsa nd advisory services.C onsultingp roject revenuesc onsisto ft he deliveryo f focusedi nsightsa nd recommendations to assist clientsi nd eveloping ande xecutingt heir technology andb usinesss trategies. Projects aref ixed-fee arrangementst hata re generally completedo vert wo weekst ot hree months.T he Companyh as concludedt hate ach project represents as inglep erformance obligationa se ach is as inglep romiset od eliver ac ustomized engagement andd eliverable.F or them ajority of theses ervices,e itherp ractically or contractually,t he work performed andd elivered to thec ustomerh as no alternative uset ot he Company. Additionally,F orrester maintainsa ne nforceable right to paymenta ta ll timest hroughout thec ontract.T he Companyu tilizes an input method andr ecognizes revenue overt ime,b ased on hourse xpendedr elativet ot he totale stimatedh ours requiredt os atisfy thep erformance obligation. Thei nput method closelya ligns with how controlo fi nterim deliverablesi st ransferred
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39 tot he customer throughout thee ngagement andi sa lsot he method used internally to pricet he project anda ssess operational performance. If theC ompany were to enteri ntoa na greementw here it doesn ot have an enforceable right to paymenta ta ll times, revenue wouldb er ecognizeda tt he pointi nt ime thep roject is completed. Certaino fo ur contentm arketingc onsultingp rojects containa second performanceo bligationf or access to interactivet oolso veraspecified license period, typically 12 or 24 months.T he Companyr ecognizes revenuef or this performance obligationr atably overt he license period. Advisory services revenuesa re short-term presentations or know ledge sharings essions (which can range fromo ne hour to two days), such as speeches anda dvisory days.E ach is ap romisef or aF orrester analystt od eliver ad eeper understanding of Forrester’s publishedr esearch andr epresentsasinglep erformance obligation. Revenue is recognized at thep oint in time thes ervice is completed, whichi sw hent he customer hasr eceivedt he benefit(s) of thes ervice. Events revenues Events revenuesc onsist of either ticketo rs ponsorship salesf or Forrester-hostede vents. Each is as inglep romiset hate ither allows entryt o, or gr ants ther ight to promoteaproducto rs ervice at,aspecifice vent.T he Companyc oncludedt hate ach of these represents as inglep erformance obligation. TheC ompany recognizes revenue at thec ompletiono ft he event, whichi st he point in time when thec ustomerh as receivedt he benefit(s) froma ttending or sponsoringt he event. Prepaidp erformance obligations Prepaidp erformance obligations (including eventt ickets,r eprints, consultingp rojects, anda dvisory services)o nn on-cancelable contracts, forw hich theC ompany estimatesw ill expire unused,a re recognized in proportiont ot he pattern of relatedr ightse xercised by thec ustomer. This assessmentr equiresj udgment, including estimatingt he percentage of prepaidr ightst hatw ill go unexercised and anticipatingt he impactt hatf uturec hanges to products,p ricing, andc ustomere ngagement will have on actuale xpirations.T he Companyu pdatese stimatesu sedt or ecognize unexercised rightso na quarterly basis. Contract modifications Consultingc ontractsa re occasionally modified to update thes cope of thes ervices purchased.S ince ac onsultingp roject is a singlep erformance obligationt hati so nlyp artially satisfied at them odificationd ate, theu pdatedp roject requirementsa re typically not distinct andt he modificationi sa ccounted fora sp arto ft he existing contract.T he effect of them odificationo nt he transactionp rice andt he Company’sm easure of progressf or thep erformance obligationt ow hich it relatesi sr ecognized as an adjustment to revenue (either an increase or decrease) on ac umulativec atch-upb asis.F or they ear endedD ecember3 1, 2025, theC ompany recordeda n immaterial amount of cumulativec atch-upa djustments. Refert oN ote1 4–OperatingS egment and Enterprise Wide Reporting forasumma ry of disaggregated revenue by geographic region. Contract Assets andL iabilities Accountsr eceivable Accountsr eceivablei ncludesa mountsb illeda nd currently due from customers. Sincet he onlyc onditionf or paymento ft he Company'si nvoices is the passageo ft ime,t he Companyr ecordsareceivableo nt he date thei nvoice is issued.A lsoi ncludedi n accountsr eceivablea re unbilleda mountsr esultingf romr evenue exceedingt he amount billedt ot he customer,w here ther ight to paymenti su nconditional. If ther ight to paymentf or services performed wasc onditionalo ns omething othert hant he passage of time, theu nbilleda mount wouldb er ecordeda saseparate contract asset. Therew eren oc ontract assets as of December3 1, 2025 or 2024. Them ajority of theC ompany’sc ontractsa re non-cancelable.H owever,f or contractst hata re cancelable by thec ustomer, the Companyd oesn ot record ar eceivablew heni ti ssues an invoice. TheC ompany recordsa ccountsr eceivableo nt hese contractso nlyu p to thea mount of revenue earnedb ut not ye tc ollected. In addition, sincet he majority of theC ompany’sc ontractsa re invoiced fora nnualp eriods,a nd paymenti se xpected within one year fromt he transfer of products ands ervices, theC ompany does not adjust its receivables or transactionp rice fort he effectso fa significantf inancing component. Deferredr evenue TheC ompany refers to contract liabilitiesa sd eferredr evenue in theC onsolidated BalanceS heets. Paymentt erms in the Company’sc ustomerc ontractsv ary, but generally require paymenti na dvanceo ff ully satisfyingt he performance obligation(s).
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40 Deferredr evenue consists of billings in excesso fr evenue recognized.S imilart oa ccountsr eceivable, theC ompany doesn ot record deferredr evenue foru npaid invoices issued on ac ancelablec ontract. During they earse ndedD ecember3 1, 2025 and2 024, theC ompany recognized approximately $133.3 milliona nd $141.8 milliono fr evenue,r espectively, relatedt oi ts deferredr evenue balancea tJ anuary 1o fe ach such period. Approximately $329.2 milliono fr evenue is expected to be recognized duringt he next 36 months fromr emaining performance obligations as of December3 1, 2025. Cost to Obtain Contracts TheC ompany capitalizes commissions paid to salesr epresentatives andr elated fringe benefits costst hata re incrementalt o obtaining customer contracts. Thesec osts arei ncludedi nd eferredc ommissions in theC onsolidated BalanceS heets. TheC ompany elected thep ractical expedientt oa ccount fort hese costsa taportfolio levela st he Company’sc ontractsa re similari nn ature andt he amortizationm odelu sedc losely matchest he amortizatione xpenset hatw ouldb er ecognized on ac ontract-by-contract basis. Costst o obtainacont ract area mortized to earnings overt he initialc ontract term,w hich is thes amep eriodt he relatedr evenue is recognized. Amortizationo ft he expenser elated to deferredc ommissions was$ 35.3 million, $37.2 million, and$ 39.8 million fort he years endedD ecember3 1, 2025, 2024, and2 023, respectively, andi sr ecorded in sellinga nd marketinge xpenses in theC onsolidated Statements of Operations.T he Companye valuates ther ecoverability of deferredc ommissions at each balances heet date andt here were no impairments recorded during2 025, 2024, or 2023. Leases TheC ompany determines whethera na rrangement is al easea ti nceptiono ft he arrangement.T he Companya ccountsf or al ease when it hast he right to controlt he leased assetf or ap eriodo ft ime while obtaining substantially allo ft he asset'se conomic benefits. Allo ft he Company’sl eases areo peratingl eases,t he majority of whicha re foro ffice space. Operatingl easer ight-of-use( "ROU") assets andn on-current operatingl easel iabilitiesa re includeda si ndividuall inei tems in theC onsolidated BalanceS heets, while short- term operatingl easel iabilitiesa re recorded within accruede xpenses ando ther current liabilities. Operatingl easeR OU assets ando peratingl easel iabilitiesa re recognized basedo nt he presentv alue of thef uture minimum leasep aymentso vert he leaset erma tc ommencementd ate. Thed iscount rate used to determinet he presentv alue of thel ease payments is theC ompany’si ncremental borrowing rate basedo nt he informationa vailablea tl easei nception, as generally an implicit rate in thel easei sn ot readily determinable.A no peratingl easeR OU asseti ncludesa ll leasep ayments, leasei ncentives andi nitial direct costsi ncurred. Some of theC ompany’sl easesi nclude options to extend or terminatet he lease. When determiningt he lease term,t hese options arei ncludedi nt he measurementa nd recognitiono ft he Company’sR OU assets andl easel iabilities when it is reasonablyc ertain that theC ompany will exercise theo ption(s).T he Companyc onsidersv arious economic factorsw henm akingt his determination, including, but not limitedt o, thes ignificance of leaseholdi mprovementsi ncurredi nt he office space, thed ifficulty in replacing thea sset, underlying contractualo bligations,a nd specificc haracteristicsu nique to ap articular lease. Subsequent to entering into al easea rrangement,t he Companyr eassessest he certainty of exercising options to extend or terminateal ease. When it becomesr easonablyc ertain that theC ompany will exercise an optiont hatw as not includedi nt he lease term,t he Companya ccountsf or thec hangei nc ircumstances as al easem odification, whichr esults in ther emeasuremento ft he ROU asseta nd leasel iability as of them odificationd ate. Leasee xpensef or operatingl eases is recognized on as traight-lineb asis overt he leaset ermb ased on thet otal leasep ayments (which include initiald irectc osts andl easei ncentives). Thee xpensei si ncludedi no peratinge xpenses in theC onsolidated Statements of Operations. TheC ompany’sl ease agreements generallyc ontain leasea nd non-leasec omponents. Non-leasec omponentsa re fixedc harges stated in an agreementa nd primarily include payments forp arking at thel eased office facilities. TheC ompany accountsf or thel ease andf ixed payments forn on-leasec omponentsa sasingle leasec omponent underT opic8 42, whichi ncreases thea mount of theR OU assets andl easel iabilities. Most of theC ompany’s leasea greementsa lsoc ontainv ariablep ayments, primarily maintenance-related costs, whicha re expensed as incurreda nd not includedi nt he measuremento ft he ROUa ssets andl easel iabilities. Leases with an initialt ermo ft welvem onths or less aren ot recorded in theC onsolidated BalanceS heetsa nd aren ot material. AdvertisingC osts TheC ompany expenses advertisingc osts as incurred. Advertisinge xpensef or they earse ndedD ecember3 1, 2025, 2024, and 2023 was$ 0.9 million, $0.9 million, and$ 1.7 million, respectively. Thesee xpenses consistedp rimarily of onlinem arketing anda re includedi ns ellinga nd marketinge xpense in theC onsolidated Statements of Operations.
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41 Stock-BasedC ompensation TheC ompany recognizes thef airv alue of stock-basedc ompensatione xpenseo vert he requisite servicep eriodo ft he individual grantee, whichg enerally equals thev estingp eriod. Forfeituresa re recognized as they occura nd alli ncomet ax effectsr elated to settlementso fs hare-based paymenta wardsa re reported in earnings as an increaseo rd ecreaset oi ncomet ax expense( benefit).A ll income tax-relatedc ashf lows resultingf roms hare-based payments arer eporteda so peratinga ctivitiesi nt he Consolidated Statements of Cash Flowsa nd cashp aidb yd irectly withholding shares fort ax withholding purposes is classified as af inancing activity. Stock-basedc ompensation expensew as recorded in thef ollowing expensec ategories( in thousands): YearsE ndedD ecember3 1, 2025 2024 2023 Cost of services and fulfillment $8 ,376 $8 ,700 $9 ,068 Sellinga nd marketing8 66 2,164 2,943 Generala nd administrative 3,014 3,479 3,475 Total$ 12,256 $1 4,343 $1 5,486 Liability-ClassifiedA wards During 2025, theC ompany granteds tock awards that areb eing accounted fora sl iability awards,s ucht hatt he fair valueo ft he awards ared etermined on aq uarterly basisb eginning at theg rant date until finalv esting. Changesi nt he fair valueo fl iability- classified awards arer ecordedi na ccruede xpensesa nd otherc urrent liabilities. During they ear endedD ecember3 1, 2025, the Companyr ecorded $36 thousando fs tock-based compensatione xpenser elated to thesea wards. Theo ptions grantedu ndert he equity incentivep lana nd shares subject to thee mployees tock purchasep lanw erev alued utilizingt he Black-Scholes modelu sing thef ollowing assumptions andh ad thef ollowing fair values (noo ptions were grantedi n 2024): 2025 2024 2023 Equity Incentive Plans Employee Stock Purchase Plan Employee Stock Purchase Plan Equity Incentive Plans Employee Stock Purchase Plan Averager isk-freei nterestr ate3 .91%3 .84%4 .55%4 .27%5 .51% Expected dividend yield0 .0%0 .0%0 .0%0 .0%0 .0% Expected life4 .50 Years0 .5 Years0 .5 Years4 .75 Years0 .5 Years Expected volatility 36%5 2% 38%4 3% 35% Weighted averagef airv alue $3 .38 $2 .90 $4 .86 $1 4.24 $7 .90 Expected volatility is basedo nt he historical volatility of Forrester’s commons tock as well as management’s expectations of future volatility overt he expected term of thea wardsg ranted.T he risk-freei nterestr atei sb ased on theU .S.T reasuryC onstant Maturity rate with an equivalent remainingt erm. Thee xpected term calculationi sb ased upon theo ptionp eriodo ft he employees tock purchasep lan, andf or options,i ti sb ased upon Forrester's historical experience of exercise patterns. Theu namortized fair valueo fs tock-based awards as of December3 1, 2025 was$ 21.8 millionw ith aw eighted average remainingr ecognitionp eriodo f2 .7 years. Depreciationa nd Amortization Forrester providesf or depreciation anda mortizationo fp ropertya nd equipment, computed usingt he straight-linem ethod, over theire stimatedu sefull ives of its assets as follows: Estimated Useful Life Computersa nd equipment3 to 10 Years Computer software 3t o5Y ears Furniture andf ixtures7 Years Leaseholdi mprovementsS hortero fa ssetl ifeo rl easet erm
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42 Forrester providesf or amortizationo fi ntangiblea ssets,c omputed usinga na ccelerated method accordingt ot he expected cash flowst ob er eceivedf romt he underlying assets,o vert heir estimated useful lives as follows: Estimated Useful Life Customer relationships 5t o9Y ears Technology 1t o8Y ears Trademarks 6t o8Y ears Income Taxes Forrester recognizes deferredt ax assets andl iabilitiesf or thee xpected future taxc onsequences of temporaryd ifferences between thef inancial statements andt ax basiso fa ssetsa nd liabilitiesa sw ella so peratingl ossc arryforwards. Forrester’s provision fori ncomet axes is composed of ac urrent andadeferredp rovision forf ederal,s tate,a nd foreign jurisdictions.T he current provision is calculated as thee stimatedt axes payableo rr efundableo nt ax returnsf or thec urrent year.T he deferredp rovision is calculateda st he netc hanged uringt he year in deferredt ax assets andl iabilities. Valuationa llowances are providedi f, basedo nt he weight of availablee vidence, it is more likelyt hann ot that some or allo ft he deferredt ax assetw ill not be realized. Forrester accountsf or uncertain taxp ositions usinga “more-likely-than-not”t hresholdf or recognizing andr esolving uncertain taxp ositions.T he evaluation of uncertain taxp ositions is basedo nf actorsi ncluding, but not limitedt o, changesi nt ax law, the measuremento ft ax positions takeno re xpectedt ob et aken in taxr eturns,t he effectives ettlement of matters subject to audit, new audita ctivity,a nd changesi nf actso rc ircumstances relatedt oataxp osition. TheC ompany evaluatest hese taxp ositions on a quarterly basis. TheC ompany also accruesf or potentiali nteresta nd penaltiesr elated to unrecognized taxb enefits in income tax expense( benefit). NetI ncome( Loss) PerC ommonS hare Basicn et income (loss) perc ommons hare is computed by dividing neti ncome( loss) by theb asic weighted averagen umbero f commons hareso utstanding duringt he period. Dilutedn et income (loss) perc ommons hare is computed by dividing neti ncome( loss) by thed ilutedw eighted averagen umbero fc ommons haresa nd commone quivalent shares outstanding duringt he period. The weighted averagen umbero fc ommone quivalent shares outstanding hasb een determined in accordance with thet reasury-stock method. Commons tock equivalentsc onsist of commons tock issuable upon thee xerciseo fo utstanding stocko ptions andt he vesting of restricted stocku nits. Basica nd dilutedw eighted averagec ommons haresa re as follows (int housands): YearsE ndedD ecember3 1, 2025 2024 2023 Basicw eighted averagec ommons hareso utstanding 19,017 19,094 19,183 Weighted averagec ommone quivalents hares — — 75 Dilutedw eighted averagec ommons hareso utstanding 19,017 19,094 19,258 Options andr estricteds tock units excludedf romd ilutedw eighted averages hare calculationa se ffect wouldh aveb een anti-dilutive1 ,806 1,307 730 Note 2- Divestiture In August2 024, theC ompany completedt he sale of an on-core productl ine, FeedbackNow, fora pproximately $17.6 million. TheC ompany received$ 6.0 millioni nc ashf romt he sale,a long with an oter eceivableo f$ 9.0 million, andanon-marketabl ee quity investment in thea cquirerv alueda t$ 2.6 million, whichi sa ccounted foru ndert he cost method. TheC ompany recorded ap re-tax loss of $1.8 milliono nt he sale of FeedbackNow, whichi si ncludedi nl ossf roms aleo fd ivestedo perationi nt he Consolidated Statements of Operations fort he year endedD ecember 31, 2024. TheF eedbackNowp roductl inew as includedi nt he Company’sR esearch segment. Thep rincipal componentso ft he assets divested includedg oodwill, propertya nd equipment, anda ccountsr eceivable, with carryinga mountso f$ 14.8 million, $2.2 million, and$ 2.4 million, respectively, while thel iabilitiest ransferred with thes alep rimarily consistedo fd eferredr evenue with ac arryinga mount of $1.8 million. Ther epayment termso ft he notew erem odified duringt he firstq uarter of 2025 resultingi n$ 1.5 millionp lusa ll accruedi nterest beingd ue in December2 025, andt he remainderd ue in thes econd quarter of 2026. In conjunctionw ith them odificationo ft he repaymentt erms of then ote, theC ompany updatedi ts analysis of thec urrent expected credit loss fort he note. As ar esult, duringt he threem onths endedM arch 31, 2025, theC ompany recorded a$ 0.9 milliona llowancef or credit losses.
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43 As ar esulto fachange in theb orrower'se xpected ability to make thes cheduled payments on then ote, duringt he threem onths endedS eptember 30, 2025, theC ompany'sa ssessmento fd efault risk on then otei ncreased.A ccordingly, theC ompany updatedi ts analysis of thec urrent expected credit loss fort he note.A saresult, theC ompany recorded an additio nal$ 6.4 milliona llowancef or credit lossesd uringt he threem onthse nded September3 0, 2025. As of December3 1, 2025, theb alance of then oter eceivable, inclusiveo fc apitalized interest at thes tatedr ateo f8 %, is $9.9 million. Thec arryingv alue of note, neto ft he cumulativea llowance forc reditl osses, is $2.6 milliona nd is recorded within othera ssets in theC onsolidated BalanceS heets. During they ear ended December3 1, 2024, no material allowanceo rw rite-off amountsw erer ecorded. In addition, givent hatc ollectiono fi nteresto nt he loan is less than probable, interest income recognitionw as suspendedd uring thet hree months endedS eptember 30, 2025. As such,i nteresti ncomew ill onlyb er ecognized to thee xtentt hatc ashi sr eceived. In the future,t he accrualo fi nteresti ncomew ill be restored onlyw hent he borroweri sc ontractually current or thec ollectiono ff uture payments is reasonablya ssured. As of December3 1, 2025, then oter eceivabler emains in nonaccruals tatus. Thea mount of interest income recognized duringt he year endedD ecember3 1, 2025 was$ 0.5 million. Note 3–M arketableI nvestments Thef ollowing tables ummarizest he Company’sm arketablei nvestments( in thousands): As of December3 1, 2025 GrossG ross Amortized Unrealized Unrealized Market Cost GainsL ossesV alue Corporateo bligations $1 6,641 $8 1$ —$ 16,722 Moneym arketf unds 47,599 —— 47,599 Total$ 64,240 $8 1$ —$ 64,321 As of December3 1, 2024 GrossG ross Amortized Unrealized Unrealized Market Cost GainsL ossesV alue Corporateo bligations $1 2,140 $4 6$ (6)$ 12,180 Moneym arketf unds 36,402 —— 36,402 Total$ 48,542 $4 6$ (6)$ 48,582 Realized gainsa nd losseso ni nvestmentsa re includedi ne arnings anda re determined usingt he specifici dentificationm ethod. Saleso fm arketablei nvestmentsd uring2 025 and2 024p rimarily representr edemptions fromn on-U.S.b ased moneym arketf unds,a nd there were no realized gainso rl osseso nm arketablei nvestmentsd uringt he yearse ndedD ecember3 1, 2025, 2024, and2 023. Thef ollowing tables ummarizest he maturity periods of them arketablei nvestmentsi nt he Company’sp ortfolio as of December3 1, 2025 (int housands): 2026 2027 2028 Total Corporateo bligations $8 ,060 $4 ,802 $3 ,860 $1 6,722 Moneym arketf unds 47,599 —— 47,599 Total$ 55,659 $4 ,802 $3 ,860 $6 4,321 Thef ollowing tables howst he grossu nrealized losses andm arketv alue of theC ompany’sa vailable-for-sales ecuritiesw ith unrealized lossest hata re not deemed to be other-than-temporary, aggregated by investment categorya nd lengtho ft ime that individuals ecuritiesh aveb een in ac ontinuous unrealized loss position( in thousands): As of December3 1, 2024 Less Than 12 Months 12 Months or Greater Market Unrealized Market Unrealized ValueL ossesV alue Losses Corporateo bligations $8 03 $4 $9 97 $2 Total$ 803 $4 $9 97 $2
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44 Note 4–G oodwill andO ther Intangible Assets As ummary of goodwill by segmenta nd thec hangesi nt he carryinga mount of goodwill is showni nt he following table( in thousands): Research Segment Consulting SegmentT otal Balancea tD ecember3 1, 2023 $2 36,058 $8 ,199 $2 44,257 Disposition( 1) (14,795)— (14,795) Foreignc urrencyt ranslationa djustments( 1,449)( 54)( 1,503) Balancea tD ecember3 1, 2024 219,814 8,145 227,959 Impairment (110,707)— (110,707) Foreignc urrencyt ranslationa djustments2 ,973 156 3,129 Balancea tD ecember3 1, 2025 $1 12,080 $8 ,301 $1 20,381 (1)S ee Note 2- Divestiture fora dditionali nformation. Thea mount of goodwill allocated to thed ivestiture wasd etermined usinga relativef airv alue approach. As ar esulto ft he substantiala nd sustainedd eclinei nt he Company'ss tock pricea nd its overall market capitaliz ationf rom mid- February 2025 through March3 1, 2025, along with otherq ualitativec onsiderations,i ncluding thec ontinuedi mpact from the conditions in them acroeconomic environment, uncertainty createdb yc hangesi nt he UnitedS tates’ tradep olicies, andt he larger than expected declinei nc ontract bookings duringt he firstq uarter of 2025, it wasd etermined that at riggering evento ccurred, indicating goodwill mayb ei mpaired. Accordingly, theC ompany conductedaquantitativ ei mpairmentt esto fi ts goodwill as of March3 1, 2025 fori ts twor eportingu nits (Research andC onsulting) that have goodwill. As ar esulto ft he quantitativei mpairmentt estp erformed,t he Companyd etermined goodwill wasi mpairedf or its Research reportingu nita nd recorded ag oodwill impairmentc hargeo f$ 83.9 milliond uringt he period endedM arch 31, 2025. TheC ompany performed its annuali mpairmentt esta so fN ovember 30, 2025 ut ilizingaquantitativ ea ssessmentt od eterminei f thef airv alueso fi ts Research andC onsultingr eportingu nits wasl esst hant heir respectivec arryingv alues. The Companyd etermined goodwill wasi mpairedf or its Research reportingu nita nd recorded an additio nalg oodwill impairment charge of $2 6.8m illiond uring thet hree months endedD ecember3 1, 2025.T he additionali mpairmentc harger ecorded in thef ourthq uarter of 2025 wasp rimarily due to thed ecrease in theC ompany'ss tock pricea so fN ovember3 0, 2025. TheC ompany estimatedt he impliedf airv alue of its reportingu nits usingb otha ni ncomea pproach andm arketa pproach.T he income approach wasb ased upon projected future cashf lows that were discounted to presentv alue.T he keyu nderlying assumptions includedf orecastedr evenues, operatinge xpenses,t erminal rate,a sw ella sa na pplicable discount rate fore ach reporting unit. Thek ey assumptions in them arketa pproach were thee arnings multiple andm arketp articipanta cquisitionp remium. Fair valuee stimatesa re basedo na complexs erieso fj udgments about future events andr elyh eavily on estimatesa nd assumptions that have been deemed reasonableb yt he Company. Changesi nt he estimateso ra ssumptions used in theq uantitativei mpairmentt estc ouldm aterially affect thed eterminationo ff airv alue of theC ompany’s reportingu nits andt he associated goodwill impairmenta ssessment. Potentiale vents andc ircumstances that couldh avea na dverse impacto nt he Company'se stimatesa nd assumptions include,b ut aren ot limitedt o, lowert hane xpected bookings growth,i ncreases in costs, ando ther macroeconomic factors. Management concludedt hatatriggering eventd id not occura so fJ une 30, 2025, September3 0, 2025, andD ecember3 1, 2025 anda ss uch, aq uantitative impairment test of goodwill wasn ot requiredd uringt hese periods.W hile management cannot predicti fo r when additionalg oodwill impairments mayo ccur,f utureg oodwill impairments couldh avem ateriala dversee ffectso nt he Company's results of operations andf inancial condition. As of December3 1, 2025, theC ompany had$ 110.7 milliono fa ccumulatedg oodwill impairmentl osses, andt he Consulting reportingu nith ad an egativec arryingv alue as of November 30, 2025, thed ateo ft he last quantitativet est. TheC ompany reviewsl ong-lived assets,i ncluding propertya nd equipment, operatingl easer ight-of-use assets,a nd finite-lived intangiblea ssets,f or impairmentw hena ne vent occurs that mayi ndicatep otentiali mpairment. In connectionw ith thei dentified triggering events as of March3 1, 2025 andN ovember 30, 2025, theC ompany performed,p rior to theg oodwill impairmentt est, a quantitativea ssessmento fi ts long-lived assets by comparingu ndiscounted future cashf lows to then et carryingv alue of the underlying assets andc oncludedt hati ts long-lived assets were not impaired. However, if future events occuro ri fb usinessc onditions deteriorate, theC ompany mayb er equiredt or ecord an impairmentl oss, ando ra cceleratet he amortizationo ff inite-lived intangible assets in thef uture, whichc ouldb em aterialt oi ts results of operations andf inancial condition.
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45 As ummary of Forrester’s intangiblea ssetsi sa sf ollows (int housands): December3 1, 2025 GrossN et CarryingA ccumulatedC arrying Amount Amortization Amount Amortizable intangiblea ssets: Customer relationships $7 7,000 $5 8,270 $1 8,730 Total$ 77,000 $5 8,270 $1 8,730 December3 1, 2024 GrossN et CarryingA ccumulatedC arrying Amount Amortization Amount Amortizable intangiblea ssets: Customer relationships $7 7,000 $4 9,946 $2 7,054 Technology 13,000 12,978 22 Trademarks 12,000 11,601 399 Total$ 102,000 $7 4,525 $2 7,475 Amortizatione xpense relatedt oi ntangiblea ssets wasa pproximately $8.7 million, $9.6 million, and$ 12.0 million duringt he yearse ndedD ecember3 1, 2025, 2024, and2 023, respectively. Estimatedi ntangiblea sseta mortizatione xpensef or each of thet hree succeedingy earsi sa sf ollows (int housands): 2026 $8 ,324 2027 8,324 2028 2,082 Total$ 18,730 Note 5–D ebt TheC ompany andc ertain of its subsidiaries arep arties to ac reditf acility,d ated as of January 3, 2019 anda mendedi n December2 021 andA pril 2023, with JPMorgan ChaseB ank, N.A.,a sa dministrativea gent (the “AdministrativeA gent”),a nd the lenders partyt hereto (the "CreditA greement"). TheC reditA greement maturesi nD ecember2 026 andi ncludest he following provisions:( a) an aggregatep rincipal amount of revolving credit commitments( the" RevolvingC reditF acility") of $150.0 million, (b)m argin, at Forrester’s option, (i)b etween 1.25% and1 .75% pera nnum forl oans basedo nL IBOR and( ii) between 0.25% and0 .75% pera nnum forl oans basedo nt he applicable base rate,i ne ach case, basedo nF orrester’s consolidated totall everager atio,a nd (c)acommitment feea pplicable to undrawnr evolving credit commitmentsb etween 0.30% and0 .20% pera nnum basedo nt he Company'sc onsolidated totall everager atio. TheC reditA greement permits theC ompany to increasec ommitmentsu ndert he Revolving Credit Facility in an aggregate principala mount up to $50.0 million, subjectt oa pprovalb yt he AdministrativeA gent andc ertain customaryt erms andc onditions. TheC ompany mayv oluntarily prepay revolvingl oans undert he credit facility at anyt ime andf romt ime to time,w ithout premiumo rp enalty.N oi nterim amortizationp aymentsa re requiredt ob em adeu ndert he credit facility. In April2 023, theC ompany executed as econd amendmentt ot he credit facility to facilitate thec onversionf romL IBOR to SOFR andt os et theb asei nterestr atea tS OFRp lus1 0b asis points. Up to $5.0 milliono ft he Revolving Credit Facility is availablef or thei ssuance of letters of credit, anda ny drawings undert he letters of credit must be reimbursedw ithin one businessd ay.A so fD ecember3 1, 2025, $0.7 millioni nl etters of credit were issued undert he Revolving Credit Facility. On March1 2, 2026, theC ompany executedathirda mendmentt ot he credit facility that,a mong otherc hanges, extendedt he maturity date fromD ecember2 026 to March2 029 (refert oN ote1 7– Subsequent Event in theN otes to Consolidated Financial Statements forf urther information). Outstanding Borrowings TheC ompany’st otal outstanding borrowings as of bothD ecember3 1, 2025 and2 024 was$ 35.0 million. Thec ontractual annualized interest rate as of December 31, 2025 on theR evolving Credit Facility was5 .066%.T he Companyh ad $114.3 milliono f
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46 availableb orrowing capacity on theR evolving Credit Facility (not including thee xpansionf eature) as of December3 1, 2025. The weighted averagea nnual effectiver ateo nt he Company'st otal debt outstanding fort he yearse ndedD ecember3 1, 2025 and2 024w as 5.6% and6 .5%,r espectively. TheC reditA greement contains certainc ustomary restrictivel oanc ovenants, including among others,f inancial covenantst hat applyamaxi muml everager atio,m inimumi nterestc overage ratio,a nd maximuma nnualc apitale xpenditures. Then egativec ovenants limit, subject to various exceptions,t he Company’sa bility to incura dditionali ndebtedness, createl iens on assets,m erge,c onsolidate, liquidate or dissolvea ny part of theC ompany, sell assets,c hange fiscal year,o re nter into certain transactions with affiliatesa nd subsidiaries.T he Companyw as in full compliancew itht he covenantsa so fD ecember3 1, 2025. TheF acility also contains customary events of default, representations,a nd warranties. Allo bligations undert he Credit Agreementa re unconditionally guaranteed by each of theC ompany’se xistinga nd future,d irect andi ndirect,m aterialw holly-owned domestic subsidiaries,o ther than certain excludeds ubsidiaries,a nd arec ollateralized by af irst priority lieno ns ubstantially allt angiblea nd intangiblea ssets, including intellectualp roperty, anda ll of thec apitals tock of the Companya nd its subsidiaries (limitedt o6 5% of thev otinge quity of certain subsidiaries). Note 6–L eases Thec omponentso fl easee xpense were as follows (int housands): YearsE ndedD ecember3 1, 2025 2024 2023 Operatingl easec ost$ 7,857 $1 1,542 $1 2,671 Short-term leasec ost1 ,703 1,095 981 Variable leasec ost4 ,064 4,817 4,394 Subleasei ncome( 39)( 524)( 521) Totall easec ost$ 13,585 $1 6,930 $1 7,525 Additionall easei nformation is summarizedi nt he following table( in thousands,e xceptl easet erma nd discount rate): YearsE ndedD ecember3 1, 2025 2024 Cash paid fora mountsi ncludedi nt he measuremento f operatingl ease liabilities $1 0,962 $1 4,570 OperatingR OU assets obtainedi ne xchange for leaseo bligations $9 ,936 $4 08 Weighted-average remainingl ease term -o perating leases (years)9 .0 3.7 Weighted-average discount rate -o peratingl eases 5.1%4 .1% Future minimuml ease payments undern on-cancelable leases as of December3 1, 2025 area sf ollows (int housands): Operating Lease Tenant Improvement NetU ndiscounted Sublease Payments AllowanceC ashF lows Cash Receipts 2026 $7 ,590 $( 17,151)$ (9,561)$ 292 2027 8,276 —8 ,276 389 2028 6,548 —6 ,548 — 2029 6,625 —6 ,625 — 2030 6,574 —6 ,574 — Thereafter3 7,649 —3 7,649 — Total7 3,262 (17,151)5 6,111 $6 81 Less imputed interest (19,216) Presentv alue of leasel iabilities$ 36,895
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47 Leaseb alances area sf ollows (int housands): As of December3 1, 2025 Operatingl ease ROUa ssets$ 30,662 Short-term operatingl easel iabilities( 1) $7 ,383 Non-current operatingl easel iabilities2 9,512 Totalo peratingl easel iabilities$ 36,895 (1)I ncludedi na ccruede xpenses ando ther current liabilitiesi nt he Consolidated BalanceS heets. TheC ompany’sl eases do not containr esidualv alue guarantees,m aterialr estrictions or covenants. During they ear ended December3 1, 2025, theC ompany subleased one of its facilitiesi nS an Francisco, California. Thes ubleasea greemente xpires in 2027. During they ear endedD ecember3 1, 2024, theC ompany recorded $3.6 milliono fR OU asseti mpairments and$ 1.0 milliono f leaseholdi mprovementsi mpairments relatedt oc losure of the1 0tha nd 11thf loorso fi ts offices located in SanF rancisco,C alifornia. During they ear endedD ecember3 1, 2023, theC ompany recorded $1.9 milliono fR OU asseti mpairments anda ccelerated amortizationa nd $0.7 milliono fl easeholdi mprovementsi mpairments relatedt oc losing various of fices.T he impairments and accelerateda mortizationa re included in restructuringc osts in theC onsolidated Statements of Operations.T he leasehold improvementsw ereo riginallyr ecordedi np ropertya nd equipment, neti nt he Consolidated BalanceS heets. As ar esulto ft he impairments,t he ROUa sset andl easehold improvementsw erer equiredt ob er ecorded at theire stimatedf airv alue as Level3non- financiala ssets.T he fair valueo ft he assetg roup wasd etermined usingadiscounted cashf lowm odel, whichr equiredt he useo f estimates, including projectedc ashf lows fort he relateda ssets,t he selectiono fadiscount rate used in them odel, andr egionalr eal estate industryd ata. Thef airv alue of thea ssetg roup wasa llocated to theR OU asseta nd leaseholdi mprovementsb ased on their relativec arryingv alues. Note 7–D erivatives andH edging TheC ompany enters into al imitedn umbero ff oreign currencyf orward exchange contractst om itigatet he effectso fa dverse fluctuations in foreignc urrencye xchange rateso nt ransactions enteredi ntoi nt he normalc ourse of businesst hata re denominated in foreignc urrenciest hatd ifferf romt he localf unctionalc urrency. Thesec ontractsg enerally have shortd urations anda re recordeda tf air valuew ith bothr ealized andu nrealized gainsa nd lossesr ecordedi no ther income,n et in theC onsolidated Statements of Operations because theC ompany doesn ot designate thesec ontractsa sh edgesf or accountingp urposes. During 2025, theC ompany enteredi ntot hirteen foreignc urrencyf orward exchange contracts, allo fw hich settledb y December3 1, 2025. Accordingly, as of December 31, 2025, therea re no amountsr ecordedi nt he Consolidated BalanceS heets. During 2024, theC ompany enteredi ntoe levenf oreign currency forwarde xchange contracts, allo fw hich settledb yD ecember3 1, 2024. Accordingly, as of December 31, 2024, therea re no amountsr ecorded in theC onsolidated BalanceS heets. During 2023, the Companye ntered into twelve foreignc urrencyf orward exchange contracts, allo fw hich settledb yD ecember3 1, 2023. TheC ompany’sd erivativec ounterpartiesa re investment gradef inancial institutions.T he Companyd oesn ot have anyc ollateral arrangementsw ith its derivativec ounterpartiesa nd thed erivativec ontractsd on ot containc reditr iskr elated contingent features.T he tableb elow providesi nformationr egarding gains( losses)r ecognized in theC onsolidated Statements of Operations fort he derivative contractsf or thep eriods indicated (int housands): Fort he Year EndedD ecember3 1, Amount recorded in:2 025 2024 2023 Otheri ncome, net2 61 81 (13) Total$ 261$ 81 $( 13) Note 8–F airV alue Measurements TheC ompany hasc ertain financiala ssets whichh aveb een classified as either Level1 ,2 ,o r3within thef airv alue hierarchya s describedb elow. Level1 —F airv alue basedo nq uoted prices in activem arkets fori dentical assets or liabilities. Level2 —F airv alue basedo ni nputso ther than Level1input st hata re observable, either directly or indirectly,s ucha sq uoted prices fors imilara ssets or liabilities, quoted prices in marketst hata re not active, or otheri nputst hata re observableo rc an be corroborated by observablem arketd ataf or substantially thef ullt ermo ft he assets or liabilities.
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48 Level3 —F airv alue basedo nu nobservablei nputst hata re supportedb yl ittle or no market activity ands uchi nputsa re significantt ot he fair valueo ft he assets or liabilities. Thef ollowing tabler epresentst he Company’sf airv alue hierarchyf or its financiala ssets that arem easured at fair valueo na recurring basis( in thousands): As of December3 1, 2025 Level1 Level2 Total Assets: Moneym arketf unds (1)$ 64,743 $ — $6 4,743 Marketable investments( 3) — 16,722 16,722 TotalA ssets $6 4,743 $1 6,722 $8 1,465 As of December3 1, 2024 Level1 Level2 Total Assets: Moneym arketf unds (2)$ 52,395 $ — $5 2,395 Marketable investments( 3) — 12,180 12,180 TotalA ssets $5 2,395 $1 2,180 $6 4,575 (1)U .S.b ased funds of $17.1 milliona re includedi nc asha nd cashe quivalentsa nd non-U.S. basedf unds of $47.6 milliona re includedi nm arketablei nvestments in theC onsolidated BalanceS heets. (2)U .S.b ased funds of $16.0 milliona re includedi nc asha nd cashe quivalentsa nd non-U.S. basedf unds of $36.4 milliona re includedi nm arketablei nvestmentsi nt he Consolidated BalanceS heets. (3)M arketablei nvestmentsh aveb eeni nitially valued at thet ransactionp rice ands ubsequently valued,a tt he endo ft he reporting period, utilizingt hird partyp ricing services or otherm arketo bservabled ata. Thep ricing services utilizei ndustrys tandard valuationm ethods,i ncluding bothi ncomea nd market baseda pproaches ando bservablem arketi nputst od eterminev alue.T hese observablem arketi nputsi nclude reportablet rades, benchmarky ields, credit spreads, broker/dealer quotes,b ids, offers,c urrent spot ratesa nd otheri ndustrya nd economic events. During they earse nded December3 1, 2025 and2 024, theC ompany didn ot transfer assets between levels of thef airv alue hierarchy. Additionally,t here have been no changest ot he valuationt echniquesf or Level2assets. Note 9–N on-MarketableI nvestments At December3 1, 2025 and2 024, thec arryingv alue of theC ompany’sn on-marketable investments, whichw erec omposedo f interestsi nt echnology-relatedp rivate equity funds anda ni nteresti na standalone real-time feedback company( seeN ote2- Divestiture), was$ 3.2 million, of which$ 0.6m illioni si ncludedi np repaid expenses ando ther current assets and$ 2.6 millioni s includedi no ther assets in theC onsolidated BalanceS heets. Oneo ft he Company’si nvestments, with ab ook valueo f$ 2.6 milliona tD ecember3 1, 2025 is beinga ccounted foru sing the cost method and, accordingly, is valued at cost less impairments, if any. TheC ompany’so ther investment is accounted foru sing the equity method. Accordingly, theC ompany recordsi ts shareo ft he investee’so peratingr esults each period, whicha re included in gains on investments, neti nt he Consolidated Statemento fO perations. Gainsf romn on-marketablei nvestmentsw erei mmaterial for they ear ended2 025. TheC ompany recorded $0.8 milliona nd $0.2 millioni ng ains from its non-marketable investmentsf or they earse nded December3 1, 2024 and2 023, respectively. TheC ompany uses thec umulativee arnings approach to classify distributions receivedf rome quity method investments. During they eare nded December3 1, 2025, $1.4 millionw as distributed fromt he funds to theC ompany. This amount wasi ncludedw ithin otheri nvestinga ctivity in theC onsolidated Statements of Cash Flowsa si tw as considered ar eturno ni nvestment.D uringt he years endedD ecember3 1, 2024 and2 023, no di stributions were receivedf romt he funds. Note 10 –I ncomeT axes Income (loss) before income taxesc onsistso ft he following (int housands): YearsE nded December3 1, 2025 2024 2023 Domestic $( 123,750)$ (1,775)$ (4,058) Foreign4 ,341 4,412 10,343 Total$ (119,409)$ 2,637 $6 ,285
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49 Thec omponentso ft he income taxe xpense (benefit) area sf ollows (int housands): YearsE ndedD ecember3 1, 2025 2024 2023 Current: Federal$ 9$ 2,874 $3 ,867 State2 42 613 1,922 Foreign3 ,629 4,955 2,907 Totalc urrent 3,880 8,442 8,696 Deferred: Federal( 1,922)( 636)( 3,872) State( 946)7 63 (1,597) Foreign( 1,061)( 185)8 Totald eferred( 3,929)( 58)( 5,461) Income taxe xpense (benefit) $( 49)$ 8,384 $3 ,235 Ar econciliationo ft he federals tatutory rate to Forrester’s effectivet ax rate is as follows (dollars in thousands): Year EndedD ecember3 1, 2025 US federals tatutory income taxr ate$ (25,076)2 1.0 % Domestic statea nd local income taxes, neto ff ederal effect (1)( 563)0 .5 Foreignt ax effects1 ,658 (1.5) Nontaxable or nondeductible items Stockc ompensation1 ,597 (1.3) Goodwill impairment2 2,072 (18.5) Othera djustments2 63 (0.2) Effectivet ax rate $( 49)( 0.0) (1)T he statea nd localitiest hatc ontributet ot he majority (greater than 50%)o ft he taxe ffect in this categoryi nclude California,N ew York andN ew York City. YearsE ndedD ecember3 1, 2024 2023 Income taxp rovision at federals tatutory rate 21.0 %2 1.0 % Increase( decrease) in taxr esultingf rom: Statet ax provision, neto ff ederal benefit4 0.6 8.1 Foreignt ax rate differential3 7.7 2.7 Stockc ompensation6 6.6 17.5 Withholding taxes3 1.7 6.2 Non-deductible expenses 23.1 8.1 Goodwill relatedt os aleo fF eedbackNow 93.9 — Permanentd ifferences (0.1)( 1.7) Change in valuationa llowance 0.4 0.5 Foreigns ubsidiary income subject to U.S. tax( 1.6)1 .2 Foreign-derivedi ntangiblei ncomeb enefit 1.1 (3.8) Change in taxl egislation— (8.1) Foreigne xchangeg ain( loss) on previously taxede arnings andp rofits (0.5)1 .6 Currencyt ranslationg ain3 .6 0.7 Other, net0 .4 (2.5) Effectivet ax rate 317.9 %5 1.5 %
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50 Thes ignificanti tems impactingt he effectivet ax rate during2 025 as compared to 2024 arep rimarily theg oodwill impairment chargesi n2 025, whicha re not deductible fort ax purposes,i na dditiont ot ransactions in 2024 that increased theC ompany’st ax expensea nd effectivet ax rate,i ncluding thed ivestiture of theF eedbackNowp roductl ine, foreignw ithholding taxesd ue to the dissolutiono faforeigns ubsidiary,a nd av aluationa llowancer ecorded againstn on-realizable stateN OL carryforwards due to the dissolutiono fadomestic subsidiary. Thec omponentso fd eferredi ncomet axes area sf ollows (int housands): As of December3 1, 2025 2024 Non-deductible reserves anda ccruals $3 ,119 $1 ,776 Net operatingl ossa nd otherc arryforwards 4,476 5,525 Stockc ompensation2 ,123 2,085 Depreciationa nd amortization2 ,296 3,485 Leasel iability 8,586 8,562 Grossd eferredt ax asset2 0,600 21,433 Less -v aluationa llowance( 174)( 1,055) Sub-total2 0,426 20,378 Otherl iabilities( 596)( 2,553) Goodwill andi ntangiblea ssets (11,145)( 13,837) Operatingl ease right-of-use assets (6,892)( 5,822) Deferredc ommissions (5,842)( 6,071) Net deferred taxl iability $( 4,049)$ (7,905) As of December3 1, 2025 and2 024, long-term netd eferredt ax assets were $1.8 milliona nd $0.8 million, respectively, anda re includedi no ther assets in theC onsolidated BalanceS heets. Long-term netd eferredt ax liabilitiesw ere$ 5.9 milliona nd $8.7 million at December3 1, 2025 and2 024, respectively, anda re includedi nn on-current liabilitiesi nt he Consolidated BalanceS heets. As of December3 1, 2025 and2 024, theC ompany hasf ully utilized its U.S. federaln et operatingl ossc arryforwards.A so f December3 1, 2025 and2 024 theC ompany hass tate neto peratingl ossc arryforwards of approximately $5.1 milliona nd $4.6 million, respectively. Thes taten et operatingl ossc arryforwards will begint oe xpire in 2038 if not utilized.I na ddition, theC ompany hasn o U.S. federalo rs tate capitall ossc arryforwards. As of December3 1, 2025 and2 024, theC ompany hasf oreign neto peratingl ossc arryforwards of approximately $15.3 million and$ 17.4 million, respectively, whichc an be carried forwardi ndefinitely. TheC ompany considersa ll availablee vidence, bothp ositivea nd negative, to determinew hether,b ased on thew eight of that evidence, av aluationa llowance is needed fors omep ortiono ra ll of an et deferredi ncomet ax asset. Judgmenti sr equiredi n consideringt he relative impacto fn egativea nd positivee vidence. In arriving at thesej udgments,t he weight givent ot he potential effect of negativea nd positivee videncei sc ommensuratew ith thee xtentt ow hich it can be objectivelyv erified. Although realization is not assured, basedu pon theC ompany’s historical taxablei ncomea nd projections of theC ompany’sf uturet axable income overt he periods duringw hich thed eferredt ax assets ared eductible andt he carryforwards expire,m anagementb elievesi ti sm orel ikelyt han not that theC ompany will realizet he benefits of thesed eductible differences,n et of thee xistingv aluationa llowances,a sd iscussed below. As of December3 1, 2025, theC ompany maintained av aluationa llowanceo fa pproximately $0.2 million, primarily relatedt o foreignn et operatingl ossc arryforwards theC ompany believest ob eu nrealizable.A so fD ecember3 1, 2024 and2 023, theC ompany maintained av aluationa llowance of approximately $1.1 million, primarily relatingt of oreign neto peratingl ossc arryforwards from an acquisition. Thef ollowing tablep rovidesasumma ry of thec hangesi nt he deferredt ax valuationa llowancef or they earse nded December3 1, 2025, 2024, and2 023 (int housands): 2025 2024 2023 Deferredt ax valuationa llowance at January1 $1 ,055 $1 ,065 $9 89 Additions 44 19 39 Deductions (992) (8) — Change in taxl egislation — — (4) Translationa djustments6 7( 21) 41 Deferredt ax valuationa llowance at December3 1$ 174 $1 ,055 $1 ,065
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51 TheC ompany will generally be freeo fa dditionalU .S.f ederal taxc onsequences on additionalu nremittedf oreign earnings that have been subject to U.S. taxo rw ouldb ee ligiblef or ad ividends receivedd eductionf or earnings distributed afterJ anuary 1, 2018. Notwithstanding theU .S.t axationo ft hese amounts, theC ompany intends to continue to invest allo fi ts unremittede arnings of $46.8 million, as well as thec apitali nt hese subsidiaries,i ndefinitely outside of theU .S.u nlesst here areo pportunitiesi nt he future to repatriate in at ax efficientm anner. TheC ompany doesn ot expect to incura ny material,a dditionalt axes relatedt os ucha mounts. TheC ompany utilizes at wo-stepp rocessf or them easuremento fu ncertain taxp ositions that have been takeno ra re expected to be takeno nataxr eturn. Thef irst step is ad eterminationo fw hether thet ax positions houldb er ecognized in thef inancial statements. Thes econd step determines them easuremento ft he taxp osition. TheC ompany hadn or ecorded uncertain taxp ositions as of December3 1, 2025, 2024, and2 023. TheC ompany filesi ncomet ax returnsi nt he U.S. andi nf oreign jurisdictions.G enerally,t he Companyi sn ol ongers ubject to U.S.,s tate,l ocal,a nd foreigni ncomet ax examinations by taxa uthoritiesi ni ts majorj urisdictions fory earsb efore2 018, exceptt ot he extent of neto peratingl ossa nd taxc reditc arryforwards from thosey ears. Majort axingj urisdictions include theU .S., theN etherlands, theU nitedK ingdom,G ermany, andS witzerland. As of December3 1, 2025, theC ompany hasn oj urisdictions undera udit. Thec omponentso fc ashi ncomet axes paid,n et of refunds,a re as follows (int housands): 2025 Federal$ 3,500 Domestic,s tate andl ocal 694 Foreign India8 62 Switzerland 583 Otherf oreign jurisdictions 1,595 Total$ 7,234 Note 11 –S tockholders’ Equity PreferredS tock Forrester hasa uthorized 500,000 shares of $0.01 parv alue preferreds tock.T he Boardo fD irectorsh as full authority to issue this stocka nd to fixt he votingp owers, preferences,r ights, qualifications,l imitations,o rr estrictions thereof, including dividend rights, conversionr ights, redemptionp rivileges, liquidationp references,a nd then umbero fs haresc onstitutinga ny series or designationo f such series. Treasury Stock As of December3 1, 2025, Forrester’s Boardo fD irectorsh as authorized an aggregate$ 610.0 milliont op urchasec ommons tock undert he Company’ss tock repurchasep rogram.T he shares repurchased mayb eu sed, among othert hings,i nc onnectionw ith Forrester’s equity incentivea nd purchasep lans.A so fD ecember3 1, 2025, theC ompany hadr epurchased approximately 18.2 million shares of commons tock at an aggregatec osto f$ 532.5 million. Dividends TheC ompany doesn ot currently payc ashd ividends on its commons tock. Equity Plans TheC ompany maintainst he Forrester Research,I nc.A mendeda nd Restated Equity IncentiveP lan( the“ Equity Incentive Plan”),a sm ostr ecently amendeda nd restated by our stockholders in May2 023. Thea mendmenta nd restatementr esultedi n( 1) extending thet ermo ft he plan fora na dditional1 0y ears until May2 033, (2)i ncreasingt he numbero fs haresi ssuable undert he plan by 3,500,000 shares,a nd (3)e stablishing am aximuma mount of awards issuable undert he plan to theC ompany’sn on-employee directors. TheE quity IncentiveP lanp rovidesf or thei ssuance of stock-baseda wards, including incentives tock options (“ISOs”),n on- qualifieds tock options (“NSOs”),a nd restricted stocku nits (“RSUs”) to purchaseu pt o9 ,930,000 shares authorized in thep lanp lus then umbero fu nused shares fromp rior plans( not to exceed 2,500,000 shares). Undert he termso ft he Equity IncentiveP lan, ISOs mayn ot be gr anteda tl esst hanf airm arketv alue on thed ateo fg rant (and in no eventl esst hanp ar value).O ptions andR SUs generally vest annuallyo verf our yearsa nd options expire after1 0y ears. No future awards can be grantedo ri ssued underp rior plans
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52 andt here is am aximum amount of awards issuable undert he plan to theC ompany’sn on-employeed irectors. RSUs grantedt on on- employeed irectorsv estq uarterly overo ne year.O ptions andR SUsg ranted undert he Equity IncentiveP lani mmediatelyv estu pon certain events,a sd escribed in thep lan. As of December3 1, 2025, approximately 2.4 millions haresw erea vailablef or future granto f awards undert he Equity IncentiveP lan. Restricted StockU nits Restricted stocku nits representt he right to receive one shareo fF orrester commons tock when ther estrictions lapsea nd the vestingc onditions arem et.R SUsa re valued on thed ateo fg rant basedu pon thev alue of theC ompany’ss tock on thed ateo fg rant less thep resent valueo fd ividends expected to be paid duringt he requisite servicep eriod, if any. Shares of Forrester’s commons tock are delivered to theg rantee upon vesting, subjectt oareductiono fs haresf or paymento fw ithholding taxes. Thew eighted averageg rant date fair valuef or RSUs grantedi n2 025, 2024, and2 023 was$ 9.42, $21.29, and$ 32.82, respectively. Thev alue of RSUs vested and converted to commons tock,b ased on thev alue of Forrester’s commons tock on thed ateo fv esting, was$ 4.2 million, $8.6 million, and$ 8.8 milliond uring2 025, 2024, and2 023, respectively. RSUa ctivity fort he year endedD ecember3 1, 2025 is presentedb elow (int housands,e xceptp er shared ata): Weighted- Average Number of GrantD ate Shares Fair Value Unvested at December3 1, 2024 1,253 $2 7.42 Granted1 ,313 9.42 Vested (393) 28.81 Forfeited( 289)2 2.04 Unvested at December3 1, 2025 1,884 $1 5.41 StockO ptions Stocko ptiona ctivity fort he year endedD ecember3 1, 2025 is presentedb elow (int housands,e xceptp er shared ataa nd contractualt erm): Weighted -W eighted- Average Average Exercise RemainingA ggregate Number PriceP er ContractualI ntrinsic of Shares Share Term (iny ears)V alue Outstanding at December3 1, 2024 167 $3 3.29 Granted3 03 9.36 Forfeited( 122)2 0.29 Outstanding at December3 1, 2025 348 $1 6.99 8.03 $— Exercisablea tD ecember3 1, 2025 69 $3 3.41 4.40 $— Vested ande xpected to vest at December 31, 2025 348 $1 6.99 8.03 $— No stocko ptions were exercisedd uring2 025 or 2024. Thet otal intrinsicv alue of options exercisedd uring2 023 was$ 6 thousand. Employee StockP urchaseP lan TheC ompany'sT hird Amendeda nd Restated EmployeeS tock Purchase Plan (the "Stock Purchase Plan") providesf or the issuance of up to 0.8 millions hareso fc ommons tock anda so fD ecember3 1, 2025, approximately 0.3 millions haresr emaina vailable fori ssuance. With certain limitede xceptions,a ll employees of Forrester whosec ustomary employmenti sm oret han2 0h oursp er week,i ncluding officers andd irectorsw ho aree mployees,a re eligible to participatei nt he StockP urchaseP lan. Purchase periods undert he StockP urchaseP lana re sixm onths in lengtha nd commenceo ne ach successive March1a nd September1 .S tock purchased undert he StockP urchaseP lani sr equiredt ob eh eldf or one year before it is able to be sold.D uringe ach purchasep eriodt he maximumn umbero fs hareso fc ommons tock that mayb ep urchased by an employeei sl imitedt ot he numbero fs harese qualt o $12,500 dividedb yt he fair market valueo fashareo fc ommons tock on thef irst dayo ft he purchasep eriod. An employeem ay elect to have up to 10% deductedf romh is or herc ompensationf or thep urposeo fp urchasings haresu ndert he StockP urchaseP lan. The pricea tw hich thee mployee’ss haresa re purchased is thel ower of:( 1) 85% of thec losing priceo ft he commons tock on thed ay that thep urchasep eriodc ommences,o r( 2) 85% of thec losing priceo ft he commons tock on thed ay that thep urchasep eriodt erminates.
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53 Shares purchased by employees undert he StockP urchaseP lana re as follows (int housands,e xceptp er shared ata): Shares Purchase PurchaseP eriod EndedP urchased Price February 28, 2025 70 $9 .42 August3 1, 2025 73 $8 .28 February 29, 2024 73 $1 7.14 August3 1, 2024 72 $1 6.30 AccumulatedO ther ComprehensiveL oss( “AOCL”) Thec omponentso fa ccumulatedo ther comprehensivel ossa re as follows (int housands): Marketable Investments Translation Adjustment TotalA OCL Balancea tD ecember3 1, 2022 $( 159)$ (7,759)$ (7,918) Foreignc urrencyt ranslation( 1) —3 ,248 3,248 Unrealized gain,n et of taxo f$ (33) 99 —9 9 Balancea tD ecember3 1, 2023 (60) (4,511)( 4,571) Foreignc urrencyt ranslation( 1) —( 3,496)( 3,496) Reclassificationa djustment forw rite-off of foreignc urrency translationl oss( 2) —2 32 232 Unrealized gain,n et of taxo f$ (30) 89 —8 9 Balancea tD ecember3 1, 2024 29 (7,775)( 7,746) Foreignc urrencyt ranslation( 1) —6 ,622 6,622 Unrealized gain,n et of taxo f$ (10) 31 —3 1 Balancea tD ecember3 1, 2025 $6 0$ (1,153)$ (1,093) (1)T he Companyd oesn ot record taxp rovisions or benefits fort he netc hangesi nf oreign currencyt ranslationa djustmentsa si t intends to permanently reinvest undistributed earnings of its foreigns ubsidiaries. (2)T he reclassificationa djustment fort he write-off of af oreign currencyt ranslationl ossr elates to thel iquidationo fanon-U.S. subsidiary during2 024 andi sr eportedi nr estructuring costsi nt he Consolidated Statements of Operations. Note 12 –E mployeeP ension Plans Forrester sponsorss everal definedc ontributionp lans fore ligible employees.G enerally,t he definedc ontributionp lans have funding provisions which, in certain situations,r equire contributions basedu pon formulas relatingt oe mployeew ages or thel evel of electivep articipantc ontributions,a sw ella sa llowf or additionald iscretionary contributions.F urther,c ertain plansc ontainv esting provisions.F orrester’s contributions to thesep lans totaleda pproximately $6.5 million, $7.2 million, and$ 7.8 millionf or they ears endedD ecember3 1, 2025, 2024, and2 023, respectively. Note 13 –R estructuring In February 2024, theC ompany implemented ar eductioni ni ts workforceo fa pproximately 3% acrossv arious geographies and functions to bettera lign its cost structurew ith ther evenue outlook fort he year.T he Companyr ecorded $0.7 milliono fs everance and relatedc osts fort hisa ctiond uringt he fourth quarter of 2023, and$ 2.8 milliond uringt he firstq uarter of 2024. TheC ompany also recorded ar estructuring charge of $4.0 milliond uring2 024 relatedt oc losing one floor of its offices located in SanF rancisco, California, of which$ 3.4 millionr elated to an impairmento faright-of-use asseta nd $0.6 millionr elated to an impairmento f leaseholdi mprovements. Allc osts have been paid as of December3 1, 2025. In January 2025, theC ompany implemented ar eductioni ni ts workforceo fa pproximately 6% acrossv arious geographies and functions to bettera lign its cost structurew ith ther evenue outlook fort he year.T he Companyr ecorded $4.2 milliono fs everance and relatedc osts fort hisa ctiond uringt he fourth quarter of 2024 and$ 1.8 milliond uring2 025. Ther emaining accruedr estructuring and relatedc osts as of December3 1, 2025 will be paid duringt he firstq uarter of 2026.
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54 Thef ollowing tabler olls forwardt he activity in ther estructuring accrualf or theJ anuary 2025 actionf or they ear ended December3 1, 2025 (int housands): Accruala tD ecember3 1, 2024 $4 ,132 Additionalr estructuring andr elated costs1 ,767 Non-cashc harge( includeda bove)( 319) Cash payments (5,589) Foreignc urrencye ffect 38 Accruala tD ecember3 1, 2025 $2 9 In February 2026, theC ompany implemented ar eductioni ni ts workforceo fa pproximately 8% acrossv arious geographies and functions to bettera lign its cost structurew ith ther evenue outlook fort he year.T he Companya nticipates totalc osts fort hisa ctiont o be in ar ange of $10.0 milliont o$ 10.5 millionr elated principally to cashs everance andr elated benefitc osts fort erminatede mployees, with them ajority of thec ashc osts to be expendedi n2 026. Approximately $8.8 milliono fs everance andr elated costsf or this action were recorded duringt he fourth quarter of 2025. In addition, theC ompany expectst oi ncur approximately $3.0 millionf or contract terminationc osts.A pproximately $1.1 millionf or contract terminationc osts were recorded duringt he fourth quarter of 2025. The Companyh as also approvedp lans to closec ertain of its smallero ffices bothi nsidea nd outside theU nitedS tates. Note 14 –O perating Segment andE nterpriseW ideR eporting TheC ompany’sc hief operatingd ecision-makeri st he chiefe xecutiveo fficer andt he chieff inancial officer.T he Company operatesi nt hree segments:R esearch, Consulting, andE vents. Theses egments, whicha re also theC ompany'sr eportables egments, are basedo nt he management structureo ft he Companya nd how thec hief operatingd ecision makeru sesf inancial informationt oe valuate performance andd etermineh ow to allocate resources.T he Company’sp roducts ands ervices ared elivered through each segmenta s describedb elow. TheR esearch segmenti ncludest he revenuesf roma ll of theC ompany'sr esearch products as well as consultingr evenuesf rom advisory services (sucha ss peeches anda dvisory days)d elivered by theC ompany'sr esearch organization. Research segmentc osts include thec osto ft he organizations responsible ford eveloping andd eliveringt hese products in additiont ot he cost of thep roduct management organization that is responsible forp roductp ricing andp ackaginga nd thel auncho fn ew products.A so fJ anuary 1, 2025, theC ompany realignedi ts citations team costss ucht hatt hese costsa re now reporteda sadirect expenseo ft he Research segment, whereas they were previously reportedi ns elling, marketing, administrativea nd othere xpenses in thet ablesb elow.P rior period amountsh aveb eenr ecastt oc onform to thec urrent presentation. TheC onsultings egment includest he revenuesa nd ther elated costso ft he Company'sp roject consultingo rganization. The project consultingo rganizationd eliversamajority of theC ompany'sp roject consultingr evenue.A so fJ anuary 1, 2025, theC ompany realignedi ts contentm arketingp artner costss ucht hatt hese costsa re now reporteda sadirect expenseo ft he Consultings egment, whereast heyw erep reviously reportedi ns elling, marketing, administrativea nd othere xpenses in thet ablesb elow.P rior period amountsh aveb een recastt oc onform to thec urrent presentation. TheE ventss egment includest he revenuesa nd thec osts of theo rganizationr esponsible ford eveloping andh ostingt he Company'se vents. TheC ompany evaluatesr eportables egment performance anda llocates resources basedo ns egment operatingi ncome( loss). Segmente xpenses include thed irect expenses of each segmento rganizationa nd exclude sellinga nd marketinge xpenses,g eneral and administrativee xpenses,s tock-based compensatione xpense, depreciatione xpense, adjustmentst oi ncentiveb onus compensationf rom target amounts, amortizationo fi ntangiblea ssets,g oodwill impairment, restructuringc osts,l ossf roms aleo fd ivestedo peration, interest expense, credit loss expenseo nn oter eceivable, otheri ncome, andg ains on investments. Thea ccountingp oliciesu sedb yt he segments aret he same as thoseu sedi nt he consolidated financials tatements. TheC ompany doesn ot review or evaluate assets as part of segmentp erformance. Accordingly, theC ompany doesn ot identifyo ra llocatea ssets by reportables egment.
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55 TheC ompany providesi nformation by reportables egment in thet ablesb elow (int housands): Research Segment Consulting Segment Events SegmentC onsolidated Year EndedD ecember3 1, 2025 Research revenues$ 295,607 $— $— $2 95,607 Consultingr evenues2 1,963 66,229 —8 8,192 Events revenues— —1 3,089 13,089 Totals egment revenues3 17,570 66,229 13,089 396,888 Segmente xpenses (1): Compensation, benefits andr elated costs( 92,500)( 28,411)( 5,376)( 126,287) Direct costso fE vents— —( 13,140)( 13,140) Professionals ervices (6,837)( 3,453)( 58)( 10,348) Billablee xpenses (407)( 5,993)— (6,400) Travel ande ntertainment (1,950)( 518)( 162)( 2,630) Software (1,399)— (56) (1,455) Others egment expenses (2)( 168)( 34)( 37)( 239) Totals egment expenses (103,261)( 38,409)( 18,829)( 160,499) Segmento peratingi ncome( loss)$ 214,309 $2 7,820 $( 5,740)2 36,389 Selling, marketing, administrativea nd othere xpenses (218,386) Amortizationo fi ntangiblea ssets (8,745) Restructuringc osts (11,724) Goodwill impairment( 110,707) Interest expense, credit loss expenseo nn oter eceivable, other income,a nd gainso ni nvestments( 6,236) Loss before income taxes$ (119,409) (1)T he significante xpense categories anda mountsa lignw ith thes egment-level informationt hati sr egularly providedt ot he chief operatingd ecision maker. (2)O ther segmente xpensesf or each reportables egment includeso ffice supplies, maintenance, andt raininge xpenses. Research Segment Consulting Segment Events SegmentC onsolidated Year EndedD ecember3 1, 2024 Research revenues$ 316,739 $— $— $3 16,739 Consultingr evenues2 1,095 76,159 —9 7,254 Events revenues— —18,477 18,477 Totals egment revenues3 37,834 76,159 18,477 432,470 Segmente xpenses (1): Compensation, benefits andr elated costs( 100,995)( 30,433)( 5,567)( 136,995) Direct costso fE vents— —(13,434 )( 13,434) Professionals ervices (10,449)( 1,735)( 74)( 12,258) Billablee xpenses (613)( 7,927)— (8,540) Travel ande ntertainment (1,830)( 393)( 104)( 2,327) Software (1,740)— (38) (1,778) Others egment expenses (2)( 397)( 25)( 33)( 455) Totals egment expenses (116,024)( 40,513)( 19,250)( 175,787) Segmento peratingi ncome( loss)$ 221,810 $3 5,646 $( 773)2 56,683 Selling, marketing, administrativea nd othere xpenses (232,747) Amortizationo fi ntangiblea ssets (9,648) Restructuringc osts (11,773) Loss froms aleo fd ivestedo peration( 1,775) Interest expense, otheri ncome, andg ains on investments1 ,897 Income before income taxes$ 2,637
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56 (1)T he significante xpense categories anda mountsa lignw ith thes egment-level informationt hati sr egularly providedt ot he chief operatingd ecision maker. (2)O ther segmente xpensesf or each reportables egment includeso ffice supplies, maintenance, andt raininge xpenses. Research Segment Consulting Segment Events SegmentC onsolidated Year EndedD ecember3 1, 2023 Research revenues$ 334,396 $— $— $3 34,396 Consultingr evenues2 8,826 89,402 —1 18,228 Events revenues— —2 8,155 28,155 Totals egment revenues3 63,222 89,402 28,155 480,779 Segmente xpenses (1): Compensation, benefits andr elated costs( 109,432)( 37,828)( 6,049)( 153,309) Direct costso fE vents— —( 14,293)( 14,293) Professionals ervices (11,403)( 2,181)( 54)( 13,638) Billablee xpenses (595)( 8,113)— (8,708) Travel ande ntertainment (1,690)( 317)( 124)( 2,131) Software (2,089)( 84)( 14)( 2,187) Others egment expenses (2)( 591)( 21)( 23)( 635) Totals egment expenses (125,800)( 48,544)( 20,557)( 194,901) Segmento peratingi ncome$ 237,422 $4 0,858 $7 ,598 285,878 Selling, marketing, administrativea nd othere xpenses (253,884) Amortizationo fi ntangiblea ssets (11,956) Restructuringc osts (13,272) Interest expense, otheri ncome, andg ains on investments( 481) Income before income taxes$ 6,285 (1)T he significante xpense categories anda mountsa lignw ith thes egment-level informationt hati sr egularly providedt ot he chief operatingd ecision maker. (2)O ther segmente xpensesf or each reportables egment includeso ffice supplies, maintenance, andt raininge xpenses. Netl ong-lived tangiblea ssets by locationa so fD ecember3 1, 2025 and2 024 area sf ollows (int housands): 2025 2024 UnitedS tates$ 34,738 $3 0,307 UnitedK ingdom 6,391 7,043 Europe (excluding UnitedK ingdom)1 07 191 Asia Pacific6 43 1,207 Total$ 41,879 $3 8,748 Revenuesb yg eographicd estination, basedo nt he locationp roducts ands ervices arec onsumed,a nd as ap ercentage of total revenuesf or they earse nded December3 1, 2025, 2024, and2 023 area sf ollows (dollars in thousands): 2025 2024 2023 UnitedS tates$ 304,168 $3 34,095 $3 73,483 Europe (excluding UnitedK ingdom)3 7,034 37,698 37,912 UnitedK ingdom 15,746 18,934 21,311 Canada 10,919 12,221 16,416 Asia Pacific2 1,774 20,778 23,604 Other7 ,247 8,744 8,053 Total$ 396,888 $4 32,470 $4 80,779
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57 2025 2024 2023 UnitedS tates7 7% 77 %7 8% Europe (excluding UnitedK ingdom)9 98 UnitedK ingdom 444 Canada 333 Asia Pacific5 55 Other2 22 Total1 00 %1 00 %1 00 % Note 15 –C ertainB alance Sheet Accounts Propertya nd Equipment: Propertya nd equipmenta so fD ecember3 1, 2025 and2 024 is recorded at cost less accumulatedd epreciationa nd consists of the following (int housands): 2025 2024 Computersa nd equipment$ 8,112 $8 ,615 Computer software 28,683 32,120 Furniture andf ixtures7 ,309 7,393 Leaseholdi mprovements2 4,004 25,423 Totalp ropertya nd equipment6 8,108 73,551 Less accumulatedd epreciation( 56,891) (61,852) Totalp ropertya nd equipment, net$ 11,217 $1 1,699 TheC ompany incurs costst od evelop or obt aini nternalu se computer software used fori ts operations,a nd certain of thesec osts meetingt he criteriai nA SC 350 – Internal UseS oftware arec apitalized anda mortized overt heir useful lives.T he entireb alance in the computer software categorya bove consists of thesec osts.A mortizationo fc apitalized internal-use software costst otaled$ 3.2 million, $4.3 million, and$ 4.7 millionf or they earse ndedD ecember3 1, 2025, 2024, and2 023, respectively, andi si ncludedi nd epreciation expensei nt he Consolidated Statements of Operations. AccruedE xpenses andO ther CurrentL iabilities: Accruede xpensesa nd otherc urrent liabilitiesa so fD ecember3 1, 2025 and2 024 consisto ft he following (int housands): 2025 2024 Payrolla nd relatedb enefits $3 6,155 $3 0,879 Taxes3 ,300 2,142 Leasel iability 7,383 12,758 Other1 5,580 11,823 Total$ 62,418 $5 7,602 Non-Current Liabilities: Non-current liabilitiesa so fD ecember3 1, 2025 and2 024 consisto ft he following (int housands): 2025 2024 Deferredt ax liability $5 ,882 $8 ,705 Other2 ,053 1,840 Total$ 7,935 $1 0,545
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58 Allowancef or Expected Credit Losses: Ar ollforward of thea llowance fore xpectedc reditl ossesa so fa nd fort he yearse ndedD ecember3 1, 2025, 2024, and2 023 is as follows (int housands): 2025 2024 2023 Balance, beginning of ye ar $4 34 $5 74 $5 60 Provision ford oubtfula ccounts1 48 547 701 Write-offs (236)( 697)( 692) Translationa djustments1 41 05 Balance, endo fy ear $3 60 $4 34 $5 74 When evaluatingt he adequacy of thea llowance fore xpected credit losses, theC ompany makesj udgments regardingt he collectability of accountsr eceivableb ased,i np art, on theC ompany’sh istorical loss rate experience, customer concentrations, management’s expectations of future lossesa si nformedb yc urrent economic conditions,a nd changesi nc ustomerp ayment terms. If thee xpected financialc onditiono ft he Company’sc ustomers were to deteriorate, resultingi na ni mpairmento ft heir ability to make payments,a dditionala llowancesm ay be required.I ft he expected financialc onditiono ft he Company’sc ustomers were to improve, thea llowances mayb er educed accordingly. Note 16 –C ontingencies From time to time,t he Companym ay be subjectt ol egal proceedings andc ivil andr egulatoryc laims that arisei nt he ordinary course of its businessa ctivities. Regardless of theo utcome,l egal proceedings andc laims can have am ateriala dversee ffect on the Companyb ecause of defensea nd settlement costs, diversiono fm anagementr esources,a nd otherf actors. It is theC ompany'sp olicyt o record accruals forl egal contingenciest ot he extent that it hasc oncludedt hati ti sp robablet hatalia bility hasb een incurreda nd the amount of thel ossc an be reasonablye stimated, andt oe xpensec osts associated with loss contingencies, including anyr elated legal fees,a st heya re incurred. TheC ompany reviewsi ts loss contingenciesa tl eastq uarterly anda djusts its accruals and/or disclosurest o reflect thei mpact of negotiations,s ettlements, rulings,a dvice of legalc ounsel,o ro ther newi nformation, as deemed necessary. Once established, ap rovision mayc hange in thef utured ue to newd evelopments or changesi nc ircumstances andc ouldi ncreaseo r decreaset he Company’se arnings in thep eriodt hatt he changesa re made.F ollowing an April2 023 mediationi nawage-relatedm atter that resultedi na settlementa greement,t he Companya ccrued$ 4.8 milliono fe xpensei nt he quarter endedM arch 31, 2023 that is classified in generala nd administrativee xpensei nt he Consolidated Statemento fO perations.T hisc laim wasf ully paid in thef irst quarter of 2024. Note 17 –S ubsequentE vent On March1 2, 2026, theC ompany executed at hird amendmento fi ts existingC reditA greementi no rder to extend itsm aturity period andt or educet he size of theR evolving Credit Facility in ordert od ecreasei ts ongoing costs. Thek ey termso ft he amendment include (a)a ne xtension of them aturity date fromD ecember2 026 until March1 2, 2029, (b)areductio ni nt he Revolving Credit Facility from$ 150.0 milliont o$ 50.0 million, (c)areductio ni nt he amount that theC ompany is permitted, subject to approvalb yt he AdministrativeA gent,t oi ncreasec ommitmentsu ndert he Revolving Credit Facility from$ 50.0 milliont o$ 15.0 million, and( d) the additiono faminimu ml iquidity covenant.
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59 Item9 .Changesi na nd Disagreements with Accountantso nA ccountinga nd FinancialD isclosure Nota pplicable. Item 9A. Controls andP rocedures Evaluationo fD isclosureC ontrolsa nd Procedures Ourm anagement, with thep articipationo fo ur ChiefE xecutiveO fficer andC hief FinancialO fficer,e valuated thee ffectiveness of our di sclosure controls andp rocedures( as definedi nR ule1 3a-15(e) of theS ecuritiesE xchange Acto f1 934, as amended( the “Exchange Act”)) as of thee nd of thep eriodc overed by this report. Basedo nt he evaluation, our ChiefE xecutiveO fficer andC hief FinancialO fficer concludedt hato ur disclosure controls andp rocedures were effectivea so fD ecember3 1, 2025. Management’s Report on Internal Controlo verF inancial Reporting Management is responsible fore stablishing andm aintaining adequate internal cont rolo verf inancial reportinga sd efined in Rule 13a-15(f) and1 5d-15(f) undert he Exchange Act. Internal controlo verf inancial reportingi sd esignedt op rovide reasonablea ssurance regardingt he reliabilityo ff inancial reportinga nd thep reparationo ff inancial statements fore xternalp urposes in accordancew ith generally accepteda ccountingp rinciplesi nt he UnitedS tates( “GAAP”).I nternalc ontrolo verf inancial reportingi ncludest hose policiesa nd procedures that:1 )p ertain to them aintenance of recordst hat, in reasonabled etail, accurately andf airlyr eflect the transactions andd ispositions of thea ssets of theC ompany, 2) provide reasonablea ssurancet hatt ransactions arer ecordeda sn ecessary to permit preparationo ff inancial statements in accordance with GAAP,a nd that receiptsa nd expenditureso ft he Companya re being made onlyi na ccordance with authorizations of management andd irectorso ft he Company, and3 )p rovide reasonablea ssurance regardingp reventiono rt imely detectiono fu nauthorized acquisition, use, or dispositiono ft he Company’sa ssets that couldh avea material effect on thef inancial statements. Management assessedt he effectivenesso ft he Company’si nternalc ontrolo verf inancial reportinga so fD ecember3 1, 2025. In making its assessment, management used thec riterias et forthi n Internal Control—Integrated Framework (2013) issued by the Committeeo fS ponsoringO rganizations of theT readwayC ommission (“COSO”) in 2013. Basedo nt hisa ssessment, management concludedt hata so fD ecember 31, 2025, theC ompany’si nternalc ontrolo verf inancial reportingw as effective. Thee ffectiveness of our internal controlo verf inancial reportinga so fD ecember3 1, 2025 ha sb een auditedb y PricewaterhouseCoopers LLP,o ur independent registered public accountingf irm, as stated in theirr eportw hich appearsh erein. Changesi nI nternal ControlO verF inancial Reporting Therew as no change in our internal controlo verf inancial reporting( as definedi nR ules 13a-15(f) of theE xchange Act) that occurredd uringt he quarter endedD ecember3 1, 2025, whichh as materially affected,o ri sr easonablyl ikelyt om aterially affect,o ur internal controlo verf inancial reporting. Item 9B. OtherI nformation During thet hree months endedD ecember3 1, 2025, no di rector or officer of theC ompany adopted or terminated a“ Rule 10b5-1 tradinga rrangement”o r“ non-Rule 10b5-1t rading arrangement,” as each term is definedi nI tem4 08(a) of RegulationS -K. Item 9C.D isclosureR egarding ForeignJ urisdictions That PreventI nspections Nota pplicable
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60 PART III Item 10. Directors, ExecutiveO fficers,a nd CorporateG overnance Executive Officers Thef ollowing tables etsf orth informationa bout our executiveo fficersa so fM arch 13, 2026. Name AgeP osition GeorgeF .C olony 72 Chairman of theB oard,C hief ExecutiveO fficer Andrew Cox4 6C hief Marketing Officer Ryan Darrah5 4C hief Legal Officer andS ecretary Michael Facemire5 0C hief Technology Officer Christophe Favre6 1C hief SalesO fficer L. ChristianF inn5 5C hief FinancialO fficer Jobina Gonsalves4 7C hief People Officer CarrieJ ohnson 50 ChiefP roductO fficer SharynL eaver 51 ChiefR esearch Officer George F. Colony,F orrester’s founder, hass erveda sC hairmano ft he Boardo fD irectorsa nd ChiefE xecutiveO fficer sincet he Company’si nceptioni nJ uly1 983, anda sP resident sinceS eptember 2001 andf rom1 983-2000. Andrew Cox begans erving as ChiefM arketing Officer in May2 025. Previously,h es erveda sI nterim ChiefM arketing Officer fromJ anuary 2025 to May2 025 andV iceP resident of DigitalM arketingS trategy&Operations fromJ uly2 021 to January 2025. Prior to joiningF orrester,h ew as theV iceP resident,D igital Marketinga nd Operations forA CI Worldwide, ap ublicly traded payment systemsc ompany, whereh eh eldanumbero fr oles since2 006. Ryan Darrah becameC hief LegalO fficer andS ecretaryi nM arch 2017. Previously,h ew as theA ssistantG eneral Counsel and AssistantS ecretaryo ft he Company. Priort oj oining theC ompany in 2007, Mr.D arrahs erveda sG eneral Counsel andS ecretaryo f Sports Loyalty Systems, Inc. andP rofitLogic, Inc. MichaelF acemire begans erving as ChiefT echnology Officer in July 2024. Previously,h es erveda sV iceP resident of Product Technology fromJ uly2 018 to July 2024, andV iceP resident,P rincipal Analyst, fromO ctober2 016 to July 2018. Mr.F acemirej oined Forrester in 2012. Christophe Favre becameF orrester’s ChiefS ales Officer in February 2026. Previously he served as Senior Vice President, InternationalS ales from January2 020 to January2 026, andS eniorV iceP resident,A siaP acifica nd PartnerS ales fromJ anuary 2016 to January 2020. Mr.F avre joined Forrester in 2011. L. ChristianF inn begans erving as theC ompany’sC hief FinancialO fficer in September2 021. Priort oj oining Forrester,h ew as Vice PresidentF P&Aa nd GlobalP rocurement of LogMeIn, Inc.,asoftware as as ervice companyf ocused on unified communications andc ollaboration, fromS eptember 2015 to September2 021. Priort oj oining LogMeIn, from2 011 to 2015 Mr.F innw as with Nuance Communications,I nc., most recently servinga st he ChiefF inancial Officer of its Healthcared ivision. Jobina Gonsalves becamet he Company'sC hief PeopleO fficer in May2 024. Priort oj oining Forrester,s he wast he Senior Vice PresidentH Rf or TUVS UD America, aq uality,s afety, ands ustainability solutions provider, wheres he held an umbero fr oles since 2012. CarrieJ ohnson begans erving as Forrester’s ChiefP roductO fficer in January 2022. Previously,s he served as Chief Research Officer fromN ovember 2018 until January 2022, Senior Vice President, Research fromA ugust2 015 to November 2018, andV ice President, Group Director fromO ctober2 013 to August2 015. Ms.J ohnson joined Forrester in 1998. Sharyn Leaver becamet he Company'sC hief Research Officer in January 2022. Previously shes erveda sS eniorV iceP resident, Research,f romN ovember 2018 to January 2022, andV iceP resident andG roup Research Director fromO ctober2 013 to November 2018. Ms. Leaver joinedF orrester in 2001. OurC ode of Business Conducta nd Ethics covers alle mployees,o fficersa nd directors, including our principale xecutive, financiala nd accountingo fficers. Ac opy of our Code of Business Conducta nd Ethics can be found on our webs ite, www.forrester.com. We intend to satisfy thed isclosurer equirementsu nderI tem5 .05 of Form 8-Kr egarding an amendmentt o, or waiver from, a provision of theC ompany’sC ode of Business Conducta nd Ethics,t hatr elates to as ubstantivea mendmento rm ateriald eparture from ap rovision of theC ode,b yp ostings uchi nformationo no ur Internet website at www.forrester.com.W ea lsoi ntendt os atisfy the disclosure requirementso ft he Nasdaq StockM arketr egarding waiverso ft he Code of Business Conducta nd Ethics by postings uch informationo no ur Internet website at www.forrester.com.
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61 Ther emaindero ft he responset ot hisi temi sc ontainedi no ur ProxyS tatement foro ur 2026 AnnualM eetingo fS tockholders (the “2026 Proxy Statement”)u ndert he captions “Electiono fD irectors”,“ Section1 6(a) Beneficial Ownership Reporting Compliance” and" InsiderT rading Policiesa nd Procedures", allo fw hich is incorporated herein by reference. Item 11. ExecutiveC ompensation Ther esponset ot hisi temi sc ontained in the2 026 Proxy Statementu ndert he captions “Director Compensation” and“ Executive Compensation” andi si ncorporated herein by reference. Item 12. Security Ownership of CertainB eneficialO wnersa nd Management andR elated StockholderM atters Ther esponset ot hisi temi sc ontainedi nt he 2026 Proxy Statementu ndert he caption“ Security Ownership of CertainB eneficial Ownersa nd Management”a nd is incorporated herein by reference. Thef ollowing tables ummarizes,a so fD ecember3 1, 2025, then umbero fo ptions issued undero ur equity incentivep lans and then umbero fs haresa vailable forf uturei ssuance undert hese plans: (a)( b) (c) Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrantsa nd Rights Weighted Average Exercise Priceo f Outstanding Options, Warrants andR ights Number of Securities Remaining Availablef or Future Issuance Under Equity Compensation Plans( Excluding Securities Reflected in Column (a)(1) Equity compensation plans approvedb ys tockholders 2,231,793 (1)$ 16.99 2,680,982 (2) Equity compensation plansn ot approvedb ys tockholders N/AN /A N/A Total2 ,231,793 $1 6.99 2,680,982 (1)I ncludes1 ,884,266 restricted stocku nits that aren ot includedi nt he calculationo ft he weighted averagee xercisep rice. (2)I ncludes, as of December3 1, 2025, 2,372,056 shares availablef or issuance undero ur Equity IncentiveP lana nd 308,926 shares that area vailablef or issuance undero ur StockP urchaseP lan. Thes haresa vailableu ndero ur Equity IncentiveP lana re availablet ob ea warded as restricted or unrestricteds tock or stock units. Item 13. CertainR elationships andR elated Transactions,a nd Director Independence Ther esponset ot hisi temi sc ontainedi nt he Company’s2 026 Proxy Statementu ndert he captions “Informationw ith Respect to Boardo fD irectors”,“ CertainR elationships andR elated Transactions”, and“ RelatedP ersonT ransactions”a nd is incorporated herein by reference. Item 14. Principal AccountantF eesa nd Services Ther esponset ot hisi temi sc ontained in theC ompany’s2 026 Proxy Statementu ndert he caption“ Independent Auditors’F ees andO ther Matters”a nd is incorporated herein by reference.
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62 PART IV Item 15. Exhibits andF inancial StatementS chedules. a. FinancialS tatements.S ee Indext oF inancial Statementh erein. b. FinancialS tatement Schedules.N one. c. Exhibits.A complete listingo fe xhibits required is giveni nt he ExhibitI ndexh erein, whichp recedes thee xhibits filedw ith this report. Item 16. Form 10-KS ummary. Nota pplicable.
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63 EXHIBITI NDEX ExhibitN o. Description 3.1 Restated Certificateo fI ncorporationo fF orrester Research,I nc.( seeE xhibit3 .1 to RegistrationS tatement on Form S- 1A filedo nN ovember 5, 1996) 3.2 Certificateo fA mendment of theC ertificateo fI ncorporationo fF orrester Research,I nc.( seeE xhibit3 .1 to Annual Reporto nF orm1 0-Kf or the yeare ndedD ecember3 1, 1999) 3.3 Certificateo fA mendment to Restated Certificateo fI ncorporationo fF orrester Research,I nc. 3.5 Amendeda nd Restated By-Lawso fF orrester Research,I nc. 4.1 SpecimenC ertificatef or Shares of CommonS tock,$ .01 parv alue,o fF orrester Research,I nc.( seeE xhibit4to RegistrationS tatement on Form S-1A filedo nN ovember 5, 1996) 4.2 Descriptiono fC ommonS tock 10.01+ RegistrationR ightsa nd Non-CompetitionA greement( seeE xhibit1 0.1 to RegistrationS tatement on Form S-1f iledo n September 26, 1996) 10.02+ Amendeda nd Restated Employee StockP urchaseP lan 10.03+ Amendeda nd Restated Equity IncentiveP lan 10.04+ Form of IncentiveS tock OptionC ertificate (Amendeda nd Restated Equity IncentiveP lan) 10.05+ Form of Non-QualifiedS tock OptionC ertificate (Amendeda nd Restated Equity IncentiveP lan) 10.06+ Form of Performance-BasedS tock OptionC ertificate (Amendeda nd Restated Equity IncentiveP lan) 10.07+ Form of Performance-BasedR estrictedS tock Unit Award Agreement (Amendeda nd Restated Equity IncentiveP lan) 10.08+ Form of Restricted StockU nitA ward Agreement (Amendeda nd Restated Equity IncentiveP lan) 10.09+ Form of Restricted StockU nitA ward Agreementf or Directorsw ithO ne-Year Vesting( Amendeda nd Restated Equity IncentiveP lan) 10.10+ Form of StockO ptionC ertificatew ith Non-SolicitationC ovenant (Amendeda nd Restated Equity IncentiveP lan) 10.11+ Form of StockO ptionC ertificatew ith Non-Solicitationa nd Non-CompetitionC ovenant (Amendeda nd Restated Equity IncentiveP lan) 10.12+ Form of Restricted StockU nitA ward Agreementw ith Non-SolicitationC ovenant (Amendeda nd Restated Equity IncentiveP lan) 10.13+ Form of Restricted StockU nitA ward Agreementw ith Non-Solicitationa nd Non-CompetitionC ovenant (Amendeda nd Restated Equity IncentiveP lan) 10.14+ Amendeda nd Restated ExecutiveC ashI ncentiveP lan 10.15+ ExecutiveS everance Plan 10.16 Leaseo fP remisesa tC ambridge Discovery Park,C ambridge,M assachusetts dateda so fS eptember 29, 2009 from BHX, LLC,a sT rustee of AcornP arkIRealt y Trustt ot he Company 10.17 FirstA mendmento fL ease dateda so fD ecember2 1, 2009 by 200 Discovery Park,L LC,s uccessort oB HX, LLC,a s Trusteeo fA corn Park IR ealty Trust, andt he Company 10.18 AgreementR egarding Project Rightsd ated as of September2 9, 2009, by BHX, LLC,aMassachusetts limitedl iability company,a sT rustee of AcornP arkIRealt y Trust, aM assachusetts nominee trust, andt he Company 10.19 Second Amendmento fL ease dateda so fF ebruary 8, 2012 b y 200 Discovery Park,L LC andt he Company 10.20 ThirdA mendment of Leased ated as of April1 1, 2025 by LS 200 CDP, LLC andt he Company 10.21 Leaseo fP remisesa tC ambridge Discovery Park,d ated as of April1 1, 2025, by andb etween LS 200 CDP, LLC and theC ompany
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64 10.22 Credit Agreement, dateda so fJ anuary 3, 2019, among theC ompany, as borrower, JPMorgan ChaseB ank, N.A.,a s administrativea gent, andt he lenders fromt ime to time party thereto. 10.23 FirstA mendmentt oC reditA greement, datedD ecember2 1, 2021, among theC ompany, as borrower, SiriusDecisions, Inc. andW hitcombI nvestments, Inc.,e ach as subsidiary guarantors, JPMorgan ChaseB ank, N.A.,a sa dministrative agent, andt he lenders party thereto. 10.24 Second Amendmentt oC reditA greement,d ated as of April2 5, 2023, among theC ompany, as borrower, JPMorgan ChaseB ank, N.A.,a sa dministrativea gent,a nd theo ther partiess et fortho nt he signature pagest hereto 10.25(1) ThirdA mendment to Credit Agreement, dateda so fM arch 12, 2026, among theC ompany, as borrower, JPMorgan ChaseB ank, N.A.,a sa dministrativea gent. 19.1 Forrester Research,I nc.I nsider TradingP olicy 21(1) Subsidiaries of theR egistrant 23.1(1) Consento fP ricewaterhouseCoopers LLP 31.1(1) Certificationo ft he PrincipalE xecutiveO fficer 31.2(1) Certificationo ft he PrincipalF inancial Officer 32.1(2) Certificationo ft he ChiefE xecutiveO fficer Pursuant to Section9 06 of theS arbanes-OxleyA ct of 2002 32.2(2) Certificationo ft he ChiefF inancial Officer Pursuant to Section9 06 of theS arbanes-OxleyA ct of 2002 97.1+ CompensationR ecovery Policy 101.INS(1)I nlineX BRL Instance Document –t he instance documentd oesn ot appear in theI nteractiveD ataF ileb ecause XBRL tagsa re embedded within theI nlineX BRLd ocument 101.SCH(1) InlineX BRL Taxonomy ExtensionS chemaD ocumentW ith EmbeddedL inkbase Documents 104(1) CoverP ageI nteractive Data File (embeddedw ithin theI nlineX BRLd ocument) (1)F iledh erewith. (2)F urnished herewith. +D enotes management contract or compensationa rrangements.
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65 SIGNATURES Pursuant to ther equirementso fS ection1 3o r1 5(d) of theS ecuritiesE xchange Acto f1 934, ther egistranth as dulyc ausedt his reportt ob es ignedo ni ts behalf by theu ndersigned, thereuntod ulya uthorized. FORRESTER RESEARCH,I NC. By: /s/G EORGEF .C OLONY George F. Colony Chairman of theB oard andC hief Executive Officer Date:M arch 13, 2026 Pursuant to ther equirement of theS ecuritiesE xchange Acto f1 934, this reporth as been signedb yt he following persons on behalf of ther egistranti nt he capacitiesa nd on thed ates indicated. SignatureC apacityI nW hich Signed Date /s/G EORGEF .C OLONY George F. Colony Chairman of theB oard andC hief ExecutiveO fficer (Principal ExecutiveO fficer) March1 3, 2026 /s/L .C HRISTIAN FINN L. ChristianF inn ChiefF inancial Officer (Principal FinancialO fficer) March1 3, 2026 /s/S COTT R. CHOUINARD ScottR .C houinard ChiefA ccountingO fficer andT reasurer (Principal AccountingO fficer) March1 3, 2026 /s/R OBERTP .B ENNETT Robert Bennett Member of theB oard of DirectorsM arch 13, 2026 /s/A NTHONY J. FRISCIA Anthony J. Friscia Member of theB oard of DirectorsM arch 13, 2026 /s/N EILB RADFORD Neil Bradford Member of theB oard of DirectorsM arch 13, 2026 /s/C ORINNE MUNCHBACHM embero ft he Boardo fD irectorsM arch 13, 2026 Corinne Munchbach /s/W ARRENR OMINE WarrenR omine Member of theB oard of DirectorsM arch 13, 2026
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Notice Of 2026 Annual Meeting Of Stockholders And Proxy Statement
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Forrester Research, Inc. 60 Acorn Park Drive Cambridge, Massachusetts 02140 George F. Colony Chairman of the Board and Chief Executive Officer March 31, 2026 To Our Stockholders: You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Forrester Research, Inc., which will be held on Tuesday, May 12, 2026 at 10:00 a.m. Eastern Daylight Time. The Annual Meeting will be a virtual stockholder meeting, conducted via live audio webcast, through which you can submit questions and vote online. You may attend the meeting by visiting www.virtualshareholdermeeting.com/FORR2026 and entering your 16-digit control number included with these proxy materials. On the following pages, you will find the formal notice of the Annual Meeting and our proxy statement. At the Annual Meeting you are being asked to elect six Directors, to approve an amendment and restatement of our Employee Stock Purchase Plan to increase the number of shares available for purchase under the plan, to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, and to approve by non-binding vote our executive compensation. We hope that many of you will be able to attend. Thank you for your continued support and investment in Forrester. Sincerely yours, GEORGE F. COLONY Chairman of the Board and Chief Executive Officer
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Forrester Research, Inc. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS May 12, 2026 Notice is hereby given that the 2026 Annual Meeting of Stockholders of Forrester Research, Inc. will be held at 10:00 a.m. Eastern Daylight Time on Tuesday, May 12, 2026. The annual meeting will be a virtual stockholder meeting, conducted via live audio webcast, through which you can submit questions and vote online. You may attend the meeting by visiting www.virtualshareholdermeeting.com/FORR2026 and entering your 16-digit control number included with these proxy materials. The purpose of the annual meeting will be the following: 1. To elect the six directors named in the accompanying proxy statement to serve until the 2027 Annual Meeting of Stockholders; 2. To approve an amendment and restatement of the Forrester Research, Inc. Third Amended and Restated Employee Stock Purchase Plan to increase the number of shares available for purchase under the plan; 3. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and 4. To approve by non-binding vote our executive compensation. The foregoing items of business are more fully described in the proxy statement accompanying this notice. Stockholders of record at the close of business on March 16, 2026 are entitled to notice of and to vote at the meeting. A list of stockholders entitled to vote at the meeting will be open to examination by any stockholder, for any purpose germane to the meeting, during normal business hours for a period of ten days before the meeting at our corporate offices at 60 Acorn Park Drive, Cambridge, Massachusetts 02140, and online during the meeting accessible at www.virtualshareholdermeeting.com/FORR2026. If you are unable to participate in the annual meeting online, please vote your shares as provided in this proxy statement. By Order of the Board of Directors RYAN D. DARRAH Secretary Cambridge, Massachusetts March 31, 2026 IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE VOTE YOUR SHARES OVER THE INTERNET OR BY TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE PROXY CARD, OR COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE WHETHER OR NOT YOU PLAN TO PARTICIPATE IN THE MEETING ONLINE.
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FORRESTER RESEARCH, INC. Annual Meeting of Stockholders May 12, 2026 PROXY STATEMENT The Board of Directors of Forrester Research, Inc., a Delaware corporation, is soliciting proxies from our stockholders. The proxy will be used at our 2026 Annual Meeting of Stockholders and at any adjournments thereof. You are invited to attend the meeting to be held at 10:00 a.m. Eastern Daylight Time on Tuesday, May 12, 2026. The annual meeting will be held virtually, conducted via live audio webcast, through which you can submit questions and vote online. You may attend the meeting by visiting www.virtualshareholdermeeting.com/FORR2026. Be sure to have your 16-digit control number included with these proxy materials in order to access the annual meeting. This proxy statement was first made available to stockholders on or about March 31, 2026. This proxy statement contains important information regarding our annual meeting. Specifically, it identifies the proposals upon which you are being asked to vote, provides information that you may find useful in determining how to vote, and describes voting procedures. We use several abbreviations in this proxy statement. We call our Board of Directors the“ Board”,r efer to our fiscal year which began on January 1, 2025 and ended on December 31, 2025 as “fiscal 2025,” and refer to our fiscal year ending December 31, 2026 as “fiscal 2026”.W e also refer to ourselves as “Forrester”o r the“ Company.” Who May Attend and Vote? Stockholders who owned our common stock at the close of business on March 16, 2026 are entitled to notice of and to vote at the annual meeting. We refer to this date in this proxy statement as the“ record date.” As of the record date, we had 19,175,893 shares of common stock issued and outstanding. Each share of common stock is entitled to one vote on each matter to come before the meeting. How Do I Vote? If you are a stockholder of record of our common stock: 1. You may vote over the internet. If you have internet access, you may vote your shares from any location in the world by following the "Vote by Internet" instructions on the enclosed proxy card. In addition, you may attend the annual meeting via the internet and vote during the annual meeting. Please have your 16-digit control number included with these proxy materials in order to access the annual meeting. 2. You may vote by telephone. You may vote your shares by following the“ Vote by Phone”i nstructions on the enclosed proxy card. 3. You may vote by mail. If you choose to vote by mail, simply mark your proxy card, date and sign it, and return it in the postage-paid envelope provided. By voting over the internet or by telephone, or by signing and returning the proxy card according to the enclosed instructions, you are enabling the individuals named on the proxy card (known as “proxies”) to vote your shares at the meeting in the manner you indicate. We encourage you to vote in advance even if you plan to attend the meeting. In this way, your shares will be voted even if you are unable to attend the meeting. Your shares will be voted in accordance with your instructions. If a proxy card is signed and received by our Secretary, but no instructions are indicated, then the proxy will be voted “FOR”t he election of the nominees for directors, "FOR" approval of the Amended and Restated Employee Stock Purchase Plan,“ FOR” ratifying the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2026, and“ FOR” approval of the non- binding vote on our executive compensation. How Do I Vote if My Shares are Held in Street Name? If you hold shares in “street name”( that is, through a bank, broker, or other nominee), the bank, broker, or other nominee, as the record holder of your shares, is required to vote your shares according to your instructions. In order to vote your shares, you will need to follow the directions your brokerage firm provides you. Many brokers also offer the option of voting over the internet or by telephone, instructions for which would be provided by your brokerage firm on your voting instruction form. Please follow the instructions on that form to make sure your shares are properly voted. If you hold shares in “street name”a nd would like to attend the annual meeting and vote online, you must contact the person in whose name your shares are registered and follow directions provided to obtain a proxy card from that person and have it available for the annual meeting.
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2 What Does the Board of Directors Recommend? The Board recommends that you vote FOR the election of nominees for directors identified in Proposal One, FOR approval of the Amended and Restated Employee Stock Purchase Plan described in Proposal Two, FOR ratifying the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm as described in Proposal Three, and FOR approval by non-binding vote of our executive compensation as provided in Proposal Four. If you are a record holder and submit the proxy card but do not indicate your voting instructions, the persons named as proxies on your proxy card will vote in accordance with the recommendations of the Board of Directors. If you hold your shares in “street name”, and you do not indicate how you wish to have your shares voted, your nominee has discretion to instruct the proxies to vote on Proposal Three but does not have the authority, without your specific instructions, to vote on the election of directors or on Proposals Two or Four, and those votes will be counted as“ brokern on-votes”. What Vote is Required for Each Proposal? A majority of the shares entitled to vote on a particular matter, present in person or represented by proxy, constitutes a quorum as to any proposal. The nominees for election of the directors at the meeting (Proposal One) who receive the greatest number of votes properly cast for the election of directors will be elected. As a result, shares that withhold authority as to the nominees recommended by the Board will have no effect on the outcome. The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and voting is required to approve the Forrester Research, Inc. Amended and Restated Employee Stock Purchase Plan (Proposal Two), to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm (Proposal Three), and to approve the non-binding vote on our executive compensation (Proposal Four). Shares represented by proxies that indicate an abstention or a“ brokern on-vote” (that is, shares represented at the annual meeting held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) will be counted as shares that are present and entitled to vote on the matter for purposes of determining the presence of a quorum, but are not considered to have been voted, and have the practical effect of reducing the number of affirmative votes required to achieve a majority for those matters requiring the affirmative vote of the holders of a majority of the shares present or represented by proxy and voting (Proposals Two, Three and Four) by reducing the total number of shares from which the majority is calculated. However, because directors are elected by a plurality vote, abstentions and broker non-votes will have no effect on the outcome on Proposal One. May I Change or Revoke My Vote After I Return My Proxy Card or After I Have Voted My Shares over the Internet or by Telephone? Yes. If you are a stockholder of record, you may change or revoke a proxy any time before it is voted by: • returning to us a newly signed proxy bearing a later date; • delivering a written instrument to our Secretary revoking the proxy; or • attending the annual meeting via the internet and voting online. Simply attending the annual meeting will not, by itself, revoke your proxy. If you hold shares in “street name”, you should follow the procedure in the instructions that your nominee has provided to you. Who Will Bear the Cost of Proxy Solicitation? We will bear the expense of soliciting proxies. Our officers and regular employees (who will receive no compensation in addition to their regular salaries) may solicit proxies. In addition to soliciting proxies through the mail, our officers and regular employees may solicit proxies personally, as well as by mail, telephone, and electronically from brokerage houses and other stockholders. We will reimburse brokers and other persons for reasonable charges and expenses incurred in forwarding soliciting materials to their clients. Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on May 12, 2026 This proxy statement and our Annual Report to Stockholders are available on-line at www.proxyvote.com. These materials will be mailed to stockholders who request them. How Can I Obtain an Annual Report on Form 10-K? Our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 is available on our website at www.forrester.com/aboutus. If you would like a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 we will send you one without charge. Please contact Investor Relations, Forrester Research, Inc., 60 Acorn Park Drive, Cambridge, MA 02140, Tel: (617) 613-6000.
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3 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table and notes provide information about the beneficial ownership of our outstanding common stock as of March 16, 2026 (except as otherwise noted) by: (i)e ach person who we know beneficially owns more than 5% of our common stock; (ii) each of the executive officers named below in the Summary Compensation Table; (iii) each member of our Board of Directors; and (iv) our directors and executive officers as a group. Except as otherwise indicated, each of the stockholders named in the table below has sole voting and investment power with respect to the shares of our common stock beneficially owned. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”)a nd includes voting or investment power with respect to the shares. Shares subject to exercisable options and vesting restricted stock units include options that are currently exercisable or exercisable within 60 days of March 16, 2026 and shares underlying restricted stock units scheduled to vest within 60 days of March 16, 2026. Common Stock Beneficially Owned Shares Subject to Exercisable Options and Shares VestingP ercentage of Beneficially Restricted Outstanding Name of Beneficial OwnerO wned Stock UnitsS hares George F. Colony 7,380,411 —3 8.8% c/o Forrester Research, Inc. 60 Acorn Park Drive Cambridge, MA 02140(1) Portolan Capital Management, LLC1 ,163,008 —6 .1% 2 International Place, Floor 26 Boston, MA 02110(2) Robert Bennett 17,305 —* Neil Bradford 35,800 —* Anthony Friscia3 1,938 —* Corinne Munchbach 12,737 —* Warren Romine1 9,702 —* Ryan Darrah2 6,567 15,150 * L. Christian Finn 31,348 53,700 * Carrie Johnson 31,427 53,700 * Sharyn Leaver 21,309 35,809 * Nate Swan 10,794 —* Directors, named executive officers, and other executive officers as a group (15 persons)(1)7 ,640,072 191,262 40.7% (1)C onsists of: (1) 42,034 shares held by The George F. Colony 2024 Grantor Retained Annuity Trust No. 46 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (2) 27,690 shares held by The George F. Colony 2024 Grantor Retained Annuity Trust No. 47 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (3) 38,569 shares held by The George F. Colony 2025 Grantor Retained Annuity Trust No. 48 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (4) 500,000 shares held by The George F. Colony 2025 Grantor Retained Annuity Trust No. 49 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (5) 500,000 shares held by The George F. Colony 2025 Grantor Retained Annuity Trust No. 50 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (6) 1,580 shares owned by Mr.C olony’sw ife; and (7) 6,270,538 shares held by Mr. Colony, individually. (2)B eneficial ownership as of February 11, 2026, as reported in a Schedule 13G filed with the SEC on February 19, 2026, stating that Portolan Capital Management, LLC (directly) and George McCabe (indirectly) have sole voting and dispositive power with respect to 1,163,008 shares. *L ess than 1%
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4 PROPOSAL ONE: ELECTION OF DIRECTORS Our directors are elected annually by the stockholders. The Board has nominated Robert Bennett, Neil Bradford, George F. Colony, Anthony Friscia, Corinne Munchbach, and Warren Romine to serve one-year terms that will expire at the 2027 Annual Meeting of Stockholders. These individuals all currently serve on our Board. The proxies intend to vote each share for which a proper proxy card has been returned or voting instructions received and not revoked in favor of the nominees named above. If you wish to withhold the authority to vote for the election of any of the nominees, your voting instructions must so indicate or your returned proxy card must be marked to that effect. It is expected that each of the nominees will be able to serve, but if any of them is unable to serve, the proxies reserve discretion to vote, or refrain from voting, for a substitute nominee or nominees. The following section provides information about each nominee, including information provided by each nominee about his or her principal occupation and business experience for the past five years and the names of other publicly-traded companies, if any, for which he or she currently serves as a director or has served as a director during the past five years. In addition to the information presented with respect to each nominee’se xperience, qualifications and skills that led our Board to conclude that he or she should serve as a director, we also believe that each of the nominees has demonstrated business acumen and a significant commitment to our company, and has a reputation for integrity and adherence to high ethical standards. NOMINEES FOR ELECTION Robert Bennett, 69, became a director of Forrester in July 2024. Mr. Bennett currently also serves as an independent board member of InvoiceCloud, Inc. and SimplePractice, LLC. In 2020, Mr. Bennett founded EngageSmart, Inc., a provider of vertically tailored customer engagement software and integrated payments solutions that went public in 2021, and served as its Chief Executive Officer until it was acquired in January 2024. We believe Mr.B ennett’sq ualifications to serve on our Board of Directors include his extensive experience in leading profitable high-growth technology companies and his expertise as a sales, marketing, and go-to- market executive. Neil Bradford, age 53, became a director of Forrester in February 2018. Mr. Bradford is the founder and Chief Executive Officer of General Index Limited, a tech-led provider of energy and commodity benchmarks. From 2017 to March 2019, Mr. Bradford served as the Chief Executive Officer of Financial Express, Ltd., an investment ratings and fund research agency based in the United Kingdom. Prior to joining FE, Mr. Bradford was the Chief Executive Officer of Argus Media, a provider of price assessments, business intelligence and market data for the global energy and commodities markets. In 1997, Mr. Bradford co-founded Fletcher Research Limited, a UK-based technology research firm that was acquired by Forrester in 1999. Mr. Bradford served in executive roles with Forrester until 2006. We believe Mr.B radford’sq ualifications to serve on our Board of Directors include his years of experience in the research and advisory business, having both founded and led companies in the industry, his prior experience as an executive officer of Forrester, and his perspective on European business as a UK citizen having worked for firms headquartered in London. George F. Colony, age 72, is the founder of Forrester and since 1983, he has served as Chairman of the Board and Chief Executive Officer. He also has served as Forrester’s President since September 2001, and he previously wasF orrester’s President from 1983 to 2000. We believe Mr.C olony’sq ualifications to serve on our Board of Directors and as its Chairman include his extensive experience in the research industry, including more than 40 years as our chief executive officer, and his significant ownership stake in the Company. Anthony Friscia, age 70, became a director of Forrester in June 2017. Mr. Friscia is currently an independent business consultant. From 2014 to 2016, Mr. Friscia was the President and Chief Executive Officer of Eduventures, Inc., a research and advisory firm that provides proprietary research and strategic advice to higher education leaders. Previously, from 2011 to 2014, Mr. Friscia served as a consultant and special advisor to the President of the New School, a private university in New York City. In 1986, Mr. Friscia founded AMR Research, a provider of research and advice on global supply chain and enterprise technology to operations and IT executives, and served as its President and Chief Executive Officer until 2010. We believe Mr.F riscia’s qualifications to serve on our Board of Directors include his years of experience in business leadership and providing strategic advice to senior leaders, including extensive experience as a chief executive officer in the research and advisory business. Corinne Munchbach, age 38, became a director of Forrester in June 2024. Ms. Munchbach was the Chief Executive Officer of BlueConic, Inc., a SaaS company in the marketing technology space, from January 2023 to February 2025. Previously, she held
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5 various roles at BlueConic after joining in 2015, most recently as President and Chief Operating Officer. From 2010 through 2014, Ms. Munchbach served in a variety of roles at Forrester, including as an analyst covering business and consumer technology trends and the marketing tech landscape. We believe Ms. Munchbach’s qualifications to serve on our Board of Directors include her thought leadership in the areas of customer data, customer experience, and marketing technology, and her operational experience as a chief executive officer. Warren Romine, age 55, became a director of Forrester in March 2022. Mr. Romine is the founder and managing director of Orchard Knob Capital LLC, an independent financial advisory and investment firm focused on the aerospace, defense and government services markets. He is also Chairman and Chief Executive Officer of Corelis, Inc., a designer and manufacturer of software and hardware test tools used to diagnose, test and debug circuit boards. Mr. Romine served as a Senior Lecturer at Harvard Business School in the finance department from October 2022 to June 2023. From 2017 to January 2022, Mr. Romine was a Managing Director and co-head of the Aerospace and Defense group at KippsDeSanto & Co., an investment bank focused on growth-oriented aerospace, defense and technology companies. Previously, from 2013 to 2017, Mr. Romine was a Managing Director and head of the Aerospace, Defense and Government Services group at FBR & Co., an investment banking and brokerage firm. From 2006 to 2014, Mr. Romine also served as chair of the audit committee of the board of directors of RELM Wireless Corporation (now known as BK Technologies), a publicly-traded manufacturer of telecommunications products. We believe that Mr. Romine's qualifications to serve on our Board of Directors include his extensive finance and management experience in the investment banking business, his expertise regarding mergers and acquisitions, and his prior experience as a public company board member. OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES NAMED ABOVE. Corporate Governance We believe that good corporate governance is important to ensure that Forrester is managed for the long-term benefit of its stockholders. Based on our continuing review of the provisions of the Sarbanes-Oxley Act of 2002, rules of the Securities and Exchange Commission and the listing standards of The NASDAQ Stock Market, our Board of Directors has adopted Corporate Governance Guidelines, an amended and restated charter for the Audit Committee of the Board of Directors, and a charter for the Compensation and Nominating Committee of the Board. Stock Retention Guidelines: Our Corporate Governance Guidelines include stock retention guidelines applicable to executive officers and directors. The guidelines, which are described in more detail below in the Compensation Discussion and Analysis section, require all directors and executive officers to hold a targeted value of our common stock within specified time frames, and include restrictions on sales of our common stock by such directors and executive officers until the guidelines have been met. These guidelines may be waived, at the discretion of the Compensation and Nominating Committee of the Board of Directors, if compliance with the guidelines would create severe hardship or prevent an executive officer or director from complying with a court order. Insider Trading Policy and Procedures: We have adopted an Insider Trading Policy that governs the purchase, sale, or other dispositions of our securities by our directors, officers and employees. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our 2024 Annual Report on Form 10-K. We currently do not have a policy regarding hedging. Code of Business Conduct and Ethics: We also have a written code of business conduct and ethics that applies to all of our officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions. You can access our Code of Business Conduct and Ethics, Corporate Governance Guidelines and our current committee charters on our website, at www.forrester.com/aboutus. Clawback Policy: Our Board of Directors has adopted a Compensation Recovery Policy( “Clawback Policy”)t o comply with the final clawback rules adopted by the SEC under Rule 10D-1 and the listing standards of The NASDAQ Stock Market. The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation received by covered officers if we are required to prepare a financial restatement. Under the Clawback Policy, the Board may recoup from the covered officers erroneously awarded incentive compensation received on or after October 2, 2023 within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement.
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6 Information With Respect to Board of Directors Board of Directors Our Board of Directors has determined that each of the current directors, with the exception of Mr. Colony, our Chairman and Chief Executive Officer, is independent under applicable NASDAQ standards as currently in effect. Our Board of Directors held five meetings during fiscal 2025. Each director attended at least 75 percent of the aggregate of the meetings of the Board of Directors and of each committee of which he or she is a member. Forrester does not require directors to attend the annual meeting of stockholders. Mr. Colony, who presided at the meeting, attended the 2025 annual meeting of stockholders, as did Mr. Friscia. Historically, very few stockholders have attended our annual meeting and we have not found it to be a particularly useful forum for communicating with our stockholders. Audit Committee Our Audit Committee consists of three members: Warren Romine, Chair, Neil Bradford, and Corinne Munchbach, each of whom, in addition to satisfying the NASDAQ independence standards, also satisfies the Sarbanes-Oxley independence requirements for audit committee membership. In addition, the Board has determined that Mr. Romine is an “auditc ommittee financiale xpert” under applicable rules of the Securities and Exchange Commission, and all of the members of the Audit Committee satisfy the financial literacy standards of NASDAQ. The Audit Committee held five meetings during fiscal 2025. The responsibilities of our Audit Committee and its activities during fiscal 2025 are described in thec ommittee’sa mended and restated charter, which is available on our website at www.forrester.com/aboutus. The charter will also be made available without charge to any stockholder who requests it by writing to Forrester Research, Inc., Attn: Chief Legal Officer and Secretary, 60 Acorn Park Drive, Cambridge, MA 02140. Compensation and Nominating Committee Our Compensation and Nominating Committee consists of three members: Tony Friscia, Chair, Robert Bennett, and Corinne Munchbach. The Compensation and Nominating Committee held six meetings during fiscal 2025. The Compensation and Nominating Committee has authority, as specified in thec ommittee’sc harter, to, among other things, evaluate and approve the compensation of our Chief Executive Officer, review and approve the compensation of our other executive officers, administer our stock plans, and oversee the development of executive succession plans for the CEO and other executive officers. The committee also has the authority to identify and recommend to the Board qualified candidates for director. The Compensation and Nominating Committee charter is available on our website at www.forrester.com/aboutus. The charter will also be made available without charge to any stockholder who requests it by writing to Forrester Research, Inc., Attn: Chief Legal Officer and Secretary, 60 Acorn Park Drive, Cambridge, MA 02140. Compensation Committee Interlocks and Insider Participation No person who served during the past fiscal year as a member of our Compensation and Nominating Committee is or was an officer or employee of Forrester, or had any relationship with Forrester requiring disclosure in this proxy statement. During the past fiscal year, none of our executive officers served as a member of the board of directors of another entity, any of whose executive officers served as one of our directors. Board Leadership Structure At the present time, Mr. Colony serves as both Chairman of the Board and Chief Executive Officer. Mr. Colony is a significant stakeholder in Forrester, beneficially owning approximately 39% of our outstanding common stock. As such, we believe it is appropriate that he set the agenda for the Board of Directors in addition to serving as the Chief Executive Officer. We also do not believe that the size of the Company warrants the division of these responsibilities. In 2025, the Board of Directors selected Tony Friscia to act as lead independent director following the retirement of Robert Galford. In this role, Mr. Friscia presides at executive sessions of the independent directors and will bear such further responsibilities as the Board as a whole may designate from time to time. TheB oard’sR ole in Risk Oversight; Risk Considerations in our Compensation Programs TheB oard’s role in theC ompany’sr isk oversight process includes receiving regular reports from members of management on areas of material risk to the Company, including financial, strategic, operational, cybersecurity, ESG, legal and regulatory risks. The full Board (or the appropriate Committee in the case of risks that are under the purview of a particular Committee) receives these
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7 reports from the appropriate manager within the Company. When a committee receives such a report, the Chair of the relevant Committee reports on the discussion to the full Board during the Committee reports portion of the next Board meeting, enabling the full Board to coordinate the risk oversight role, particularly with respect to risk interrelationships. Our Compensation and Nominating Committee does not believe that our compensation programs encourage excessive or inappropriate risk taking. We structure our pay programs to consist of both fixed and variable compensation, with the fixed base salary portion providing steady income regardless of our stock price performance. The variable components, consisting of cash bonus and stock-based awards, are designed to reward both short and long-term performance. Targets under our bonus plans are typically a function of contract value (CV) bookings and modified operating income (described in greater detail in the Compensation Discussion and Analysis below), important financial metrics for our business. For long-term performance, we generally have awarded restricted stock units vesting over four years and, commencing in 2023, have also periodically awarded stock options and performance-based restricted stock units. We believe that the variable elements of compensation are a sufficient percentage of overall compensation to motivate executives to produce excellent short and long-term results for the Company, while fixed base salary is also sufficiently high such that the executives are not encouraged to take unnecessary or excessive risks. In addition, our bonus plan funding metrics apply company-wide, regardless of function or client group, which we believe encourages relatively consistent behavior across the organization. We cap our executive bonuses at 1.56 times target company performance. Therefore, even if Company performance dramatically exceeds target performance, bonus payouts are limited. Conversely, we have a minimum threshold on Company performance under our executive bonus plan approved by the Compensation and Nominating Committee so that the bonus plan is not funded at performance below a certain level. We also believe that our Executive Severance Plan described in detail below, which provides severance compensation in the event of involuntary termination of employment without cause and in connection with a change in control, promotes stability and continuity of operations. Director Candidates As noted above, the Compensation and Nominating Committee has responsibility for recommending nominees for election as directors of Forrester. Our stockholders may recommend individuals for this committee to consider as potential director candidates by submitting their names and background to the“ Forrester Research Compensation and NominatingC ommittee”, c/o Chief Legal Officer and Secretary, 60 Acorn Park Drive, Cambridge, MA 02140. The Compensation and Nominating Committee will consider a recommended candidate for the next annual meeting of stockholders only if biographical information and background material are provided no later than the date specified below under“ StockholderP roposals” for receipt of director nominations. The process that the Compensation and Nominating Committee will follow to identify and evaluate candidates includes requests to Board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by members of the Compensation and Nominating Committee. Assuming that biographical and background material is provided for candidates recommended by the stockholders, the Compensation and Nominating Committee will evaluate those candidates by following substantially the same process, and applying substantially the same criteria, as for candidates submitted by Board members. In considering whether to recommend any candidate for inclusion in theB oard’s slate of recommended director nominees, including candidates recommended by stockholders, the Compensation and Nominating Committee will apply the criteria set forth in thec ommittee’sc harter and in the Corporate Governance Guidelines. These criteria include, among others, thec andidate’s integrity, age, experience, commitment, diligence, conflicts of interest, and the ability to act in the interests of all stockholders. The Compensation and Nominating Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a composite mix of experience, knowledge and abilities, including direct operating experience, that will allow the Board to fulfill its responsibilities. In addition, our by-laws permit stockholders to nominate directors for election at an annual meeting of stockholders, other than as part of theB oard’s slate. To nominate a director, in addition to providing certain information about the nominee and the nominating stockholder, the stockholder must give timely notice to Forrester, which, under our advance notice by-law, requires that the notice be received by us no less than 90 nor more than 120 days prior to the anniversary date of the preceding annual meeting of stockholders. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than thec ompany’sn ominees must also comply with the additional requirements of Rule 14a-19 under the Securities Exchange Act of 1934. In accordance with our by-laws, the 2027 Annual Meeting will be held on May 11, 2027. Communications from Stockholders The Board will give appropriate attention to communications on issues that are submitted by stockholders, and will respond if and as appropriate. Absent unusual circumstances or as contemplated by committee charters, the Compensation and Nominating
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8 Committee, with the assistance of the Chief Legal Officer and Secretary, will be primarily responsible for monitoring communications from stockholders and will provide copies of summaries of such communications to the other directors as deemed appropriate. Stockholders who wish to send communications on any topic to the Board should address such communications to the Forrester Research Compensation and Nominating Committee, c/o Chief Legal Officer and Secretary, Forrester Research, Inc., 60 Acorn Park Drive, Cambridge, MA 02140. Corporate Responsibility Forrester recognizes the importance of being accountable not only to our stockholders, but also to a broader range of stakeholders, including our customers, employees and the public in general. Our goal is to effect positive change in society and for our planet through our research, data, and expertise. Our culture emphasizes certain key values —i ncluding client, courage, collaboration, integrity, and quality —t hat we believe are critical to deliver Forrester’s unique value proposition of helping business and technology leaders use customer obsession to drive growth. In addition, we seek to foster a culture where employees can be creative, feel supported and empowered, and are encouraged to think boldly about new ideas. Attracting, retaining, and developing the best and brightest talent around the globe is critical to the ongoing success of our company. To this end, we focus on attracting and the hiring of all backgrounds and perspectives, with the goals of improving employee retention and engagement, strengthening the quality of our research, and improving client retention and customer experience. We field regular all-employee surveys to measure our progress against our goals. We have a robust learning and development program and celebrate and enrich the Forrester culture through frequent recognition of achievements. To keep employees andt eams connected and inspired to do their best work, we have enhanced the learning and development opportunitiesf or our employees across a broad range of initiatives including new hire and onboarding and leadership training. We also support our employees’e fforts to serve in their local communities by offering each employee the opportunity to take paid volunteer days each calendar year. In addition, we and our employees frequently contribute funds or goods to support philanthropic and community giving efforts. In 2025, our employees dedicated approximately 1,000 hours to serving their local communities. Past initiatives have included employeep articipation in sponsored charitable events and distribution of goods through select disaster relief organizations. Forrester also recognizes a shared responsibility to respect and protect the environment. Although our facilities and operations have a small ecological footprint, we reduce the environmental impact of our business through various waste reduction practices, including WELL and LEED certified/eco-friendly buildings, recycling, and battery disposal. In addition, we have invested in multiple technologies to facilitate remote work that can in many cases reduce the need for travel and the related environmental impacts, and our hybrid work policy has significantly reduced the time spent commuting to most of our major offices. Our clients trust us with some of their most sensitive confidential information, and we take our obligation to secure it seriously. We have implemented appropriate technical and organizational measures to ensure a level of security appropriate to the risk of disclosure of this information, and we attempt to minimize the amount of personally identifiable information regarding third parties in our possession. When the processing of personally identifiable information is unavoidable, we strive to comply with all applicable laws and regulations, including the European Union General Data Protection Regulation (GDPR), the California Consumer Privacy Act (as amended by the California Privacy Rights Act), and similar data privacy laws of other U.S. states. We have also implemented a Privacy Impact Assessment process to be used before we contract with new vendors of products or services that may have access to confidential and/or personal information.
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9 EXECUTIVE COMPENSATION Compensation Discussion and Analysis Executive Summary We have implemented an executive compensation program that rewards performance. Our executive compensation program is designed to attract, retain and motivate the key individuals who are most capable of contributing to the success of our Company and building long-term value for our stockholders. The elements of our executives’t otal compensation are base salary, cash incentive awards, equity incentive awards and other employee benefits. We have designed a compensation program that makes a substantial portion of executive pay variable, subject to increase when performance targets are exceeded, and subject to reduction when performance targets are not achieved. 2025 Business Results In 2025, we fell short of the financial goals we had set at the beginning of the year, with revenues decreasing by approximately 8% to $396.9 million. Despite this, the Company met its final revenue, adjusted operating margin and adjusted earnings per share guidance for the year. Compensation for Performance A substantial amount of the total compensation of our executive officers is linked to our performance, both through short-term cash incentive compensation and long-term equity incentive compensation. We believe this aligns our executives’i ncentives with our objective of enhancing stockholder value over the longer term. Cash Compensation. A significant portion of the current cash compensation opportunity for our executive officers is achieved through our Amended and Restated Executive Cash Incentive Plan (the “ExecutiveC ash IncentiveP lan”). As described in more detail below, payments under the plan are based on company financial performance metrics (for 2025, the booked sales accounts for the Company's CV products, or “CVb ookings”, and modified operating income). By design, our plan pays more when we perform well and less, or nothing, when we do not. Equity Awards. Another key component of compensation for our executive officers consists of long-term equity incentives, both in the form of restricted stock units (RSUs) and, in some cases, stock options. In 2025, all stock options and a portion of the RSUs granted to executive officers vest over time, with 25% to vest annually over four years. Additional RSUs granted in 2025 include a performance-based vesting condition tied to CV growth and Adjusted EBITDA margin in 2027. We believe these awards have retention value and reflect a balance between short-term financial performance and long-term stockholder return, supporting our performance-based compensation. Consistent with past years, we did not grant equity awards in 2025 to George Colony, our Chairman and Chief Executive Officer, who is the beneficial owner of approximately 39% of our common stock. Compensation Program Changes in 2025 Base Salary and Short-Term Cash Incentive Compensation. Based on a review of market data, and taking into account the contributions of the named executive officers and our financial performance in 2024, during its annual executive compensation review our Compensation and Nominating Committee (the “Committee”) increased, effective April 1, 2025, both the base salaries and the target cash incentive bonus amounts of the named executive officers, other than Mr. Colony, by an average of approximately 4.4% over 2024, as discussed further below. In addition, the Committee approved an increase in Mr. Colony's base salary to $650,000 effective April 1, 2025, after it had been reduced to $1.00 on an annualized basis since May of 2023, as well as a 3.7% reduction in Mr. Colony's target cash incentive bonus amount. Prior to the reduction in May 2023, Mr. Colony's base salary had been $600,000. Executive Cash Incentive Plan. In 2025, the Committee reinstated the bonus program under the Executive Cash Incentive Plan after suspending it for 2024. Long-Term Equity Incentive Compensation. In 2025, the Committee approved annual equity awards to our executive officers, other than Mr. Colony, consisting of a combination of time-based and performance-based RSUs and stock options. This contrasted to 2024, when the Committee determined that the equity awards to our executive officers would consist solely of time-based RSUs. Stock Retention Guidelines. As a result of its annual review of the Company's stock retention guidelines described in more detail below, the Committee decided to update the retention targets for all executive officers and directors to align the targets with changes in annual compensation and stock market fluctuations.
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10 Say on Pay Stockholder Vote. As we have done each year since 2011, in 2025 we submitted our executive compensation program to an advisory vote of our stockholders and, consistent with the results of our previous say on pay votes, it received the support of 99% of the total votes cast at our annual meeting. We pay careful attention to any feedback we receive from our stockholders about our executive compensation program, including the say on pay vote. The Committee considered this feedback when setting our executive cash compensation program and granting equity awards to executives in 2025 and will continue to consider stockholder feedback in its subsequent executive compensation decision making. Compensation Objectives and Strategy The primary purpose of our executive compensation program is to attract, retain and motivate the key individuals who are most capable of contributing to the success of our Company and building long-term value for our stockholders. Our principal objectives and strategy concerning our executive compensation program are as follows: • encourage achievement of key Company values —i ncluding client service, quality, collaboration, courage and integrity —t hat we believe are critical to our continued growth; • base cash compensation on individual attainment of goals and responsibility, teamwork, and our short-term financial performance; • aligne mployees’i ncentives with our objective of enhancing stockholder value over the longer term through long-term incentives, principally in the form of stock options and RSUs vesting over time and RSUs subject to performance conditions; and • emphasize individual excellence and encourage employees at all levels, as well as executive officers, to take initiative and lead individual projects that enhance our performance. These objectives and strategy are reviewed each year by the Committee, which oversees our executive compensation program. In furtherance of these objectives, the Committee takes the following actions each year: • reviews the performance of George Colony, our Chairman and Chief Executive Officer, including his demonstration of leadership and his overall contribution to the financial performance of the Company; • reviews the assessment by Mr. Colony of the performance of the other executive officers against their individual and team goals; • reviews the company-wide financial goals that are used in the calculation of the cash incentive compensation for our executives; • reviews all components of compensation for each executive officer: base salary, short-term cash incentive compensation, and long-term equity incentive compensation; • assesses relevant market data; and • holds executive sessions (without our management present) as appropriate to accomplish the above actions. Mr. Colony also plays a substantial role in the compensation process for the other executive officers, primarily by recommending annual goals for the executives reporting directly to him, evaluating their performance against those goals, and providing recommendations on their compensation to the Committee. The Committee did not engage an independent compensation consultant in 2025 for its general executive compensation analysis because the members were comfortable relying on their independent review of the market data, surveys and other supporting information provided by management, taking into account that the Company does not offer special perquisites, deferred compensation plans, or other special executive compensation arrangements. The Committee believes it is adequately experienced to address relevant issues and discharge its responsibilities consistent with theC ompany’sc ompensation objectives and philosophy. The Committee has not historically used formal benchmarking data to establish compensation levels but has relied instead on relevant market data and surveys to design compensation packages that it believes are competitive with other similarly situated companies or those with whom we compete for talent. While compensation surveys provide useful data for comparative purposes, the Committee believes that successful compensation programs also require the application of sound judgment and subjective determinations of individual and Company performance.
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11 The Committee believes it is helpful to utilize data compiled from a wide array of companies and believes it important to consider comparative data from companies of comparable size and revenue, operating within a comparable industry, and located or operating within our principal geographic markets. In setting executive compensation for 2025, the Committee primarily considered data from the Radford Global Compensation Database, which included companies with annual revenues from $200 million to $1 billion, as well as comparable companies in the industries and geographies applicable to our executives. For each of theC ompany’s executive officers, the data the Committee reviewed included comparative market percentiles for base salary, total annual cash compensation opportunity (or“ on-target earnings”),a nd total direct compensation (on-target earnings plus equity incentives). The Committee determined that each of the compensation components of the named executive officers, other than Mr. Colony, were aligned with the comparative market data considering experience, role criticality, and performance and, accordingly, made its decisions regarding 2025 executive compensation with the goal of maintaining that status. Since Mr. Colony owns such a substantial percentage of our common stock, the Committee references the available market data on chief executive officer compensation for comparison purposes put does not place substantial weight on that data when setting his executive compensation. Elements of Compensation Compensation for our named executive officers consists of the following principal components: • base salary; • short-term cash incentive compensation; • long-term equity incentive compensation, principally in the form of stock options and RSUs; • severance and change-of-control benefits; and • other benefits available generally to all full-time employees. We do not have an express policy for weighting different elements of compensation or for allocating between long-term and short-term compensation, but we do attempt to maintain compensation packages that will advance our overall compensation objectives. In reviewing and setting the compensation of each executive officer, we consider thei ndividual’sp osition with the Company and his or her ability to contribute to achievement of strategic and financial objectives. In 2025, as illustrated below, base salaries for our named executive officers, other than Mr. Colony, represented an average of approximately 33.0% of total target compensation for these individuals, while the base salary for Mr. Colony represented 50.0% of his total target compensation. Because of Mr.C olony’ss ignificant ownership of our common stock, the Committee generally does not grant equity-based awards to him, resulting in a higher ratio of base salary to total target compensation than that of the other named executive officers. Base Salary. The Committee approves the base salaries of our named executive officers annually by evaluating the responsibilities of their position, the experience and performance of the individual, and as necessary or appropriate, survey and market data. The base salary of a named executive officer is also considered together with the other components of his or her compensation to ensure that both thee xecutive’st otal cash compensation opportunity (or“ on-target earnings”) and the allocation between base salary and variable compensation for the executive are in line with our overall compensation philosophy and business strategy. Additionally, the Committee may adjust base salary more frequently than annually to address retention issues or to reflect promotions or other changes in the scope or breadth of an executive’sr ole or responsibilities.
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12 Our goal is to pay base salaries to our named executive officers that are competitive with the base salaries of companies that are similarly situated or with which we compete to attract and retain executives, while taking into account total on-target earnings, and remaining consistent with our overall compensation objectives with respect to variable compensation. In February 2025, taking into account the market data discussed above, the respective tenures, experience and performance of the named executive officers and our financial performance in 2024, the Committee decided to increase the base salaries of the named executive officers, other than Mr. Colony, by an average of 4.4% over 2024, with such changes effective as of April 1, 2025. In addition, the Committee approved an increase in Mr. Colony's base salary to $650,000 effective April 1, 2025, after it had been reduced to $1.00 on an annualized basis since May of 2023. Prior to such reduction, Mr. Colony's base salary had been $600,000. Short-Term Cash Incentive Compensation. A significant portion of each of our named executiveo fficers’ total annual cash compensation is typically dependent on our achievement of annual financial objectives set forth under our Executive Cash Incentive Plan. In 2025, the Committee reinstated the bonus program under the Executive Cash Incentive Plan after suspending it for 2024. Payouts under the plan are made annually in arrears. An individual named executiveo fficer’s annual bonus payout under the Executive Cash Incentive Plan is based on the following factors, which are discussed in more detail below: • the named executiveo fficer’s target award; • theC ompany’sf inancial performance; and • if applicable, the named executiveo fficer’s individual and/or team performance. Effective April 1, 2025, as part of its executive compensation reviews, the Committee increased the target cash incentive bonus amounts for each of the named executive officers, other than Mr. Colony, by an average of approximately 4.4%, taking into account theC ompany’sf inancial performance in 2024, the market data discussed above, and the respective tenures, experience and performance of our named executive officers. Also effective April 1, 2025, the Committee decreased the target cash incentive bonus amount for Mr. Colony from $675,000 to $650,000. After giving effect to these adjustments, the average annual target cash incentive bonus amount for our named executive officers was approximately 73.3% of that person’sb ase salary. For purposes of the Executive Cash Incentive Plan, the financial performance of our Company for 2025 was measured based on booked sales accounts of our CV products (referred to as “CVb ookings”) and modified operating income. Generally speaking, we define CV products as those services that our clients use over ay ear’s time and that are renewable periodically, usually on an annual basis. Our CV products primarily consist of our subscription research products. Because CV products are our most profitable products and historically our contracts for CV products have renewed at high rates (as measured by our client retention and wallet retention metrics), the Company views CV as one of its key metrics. The Committee also selected CV bookings as one of the metrics because we believe that CV bookings provide an important measure of our current business activity and estimated future revenues. We define modified operating income to mean theC ompany’so perating income assuming cash incentive compensation payouts under the Executive Cash Incentive Plan and the Forrester Employee Bonus Plan at target levels and excluding amortization of acquisition-related intangible assets, restructuring costs, costs associated with acquisition activities, stock-based compensation and other non-recurring items. The Committee selected modified operating income as the other key metric because we believe modified operating income provides a comprehensive measure of our financial performance that takes into account the importance of both revenue growth and expense management. In addition, by linking payouts under the plan to theC ompany’sp rofitability, we provide our employees with the opportunity to share in our profits while assuring that payouts are only made if we achieve a satisfactory, pre- approved level of profitability, taking into account the nature of our business, planned investments to support growth of the business, and the economic environment. The Committee may adjust the CV bookings and modified operating income metrics, as it deems appropriate, to include or exclude particular non-recurring items to avoid unanticipated results and to promote, and provide appropriate incentives for, actions and decisions that are in the best interests of the Company and its stockholders. The Executive Cash Incentive Plan was structured as follows in 2025, similar in structure to that in recent years (other than 2024, during which the bonus program was suspended): • A matrix for 2025 containing CV bookings on the x axis and modified operating income on the y axis was approved by the Committee under the plan based on theC ompany’s2 025 operating plan approved by the Board of Directors. Minimum CV bookings and modified operating income levels were set taking into account theC ompany’s recent levels of CV bookings and modified operating income and planned investments to support growth of the business. Failure of our Company to meet either of these minimum levels would result in each executive officer being ineligible to receive any
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13 bonus payout. The minimum, target and maximum levels of CV bookings and modified operating income under the Executive Cash Incentive Plan approved by the Committee were as follows (all dollars in thousands): Modified CV Operating Bookings Income Minimum$ 276,000 $1 8,915 Target $3 06,000 $3 7,830 Maximum$ 337,000 $4 7,288 • If theC ompany’st arget CV bookings and modified operating income were both exactly achieved, the Executive Cash Incentive Plan allowed for the payment of 100% of a named executiveo fficer’s target award. • If both CV bookings and modified operating income were above the minimum thresholds but neither exceeded the target, the bonus payout would be between 0% and 100% of the target award. • If both CV bookings and modified operating income were above the minimum thresholds but only modified operating income exceeded the target, the bonus payout would be between 88% and 144% of the target award. • If both CV bookings and modified operating income were above the minimum thresholds but only CV bookings exceeded the target, the bonus payout would be between 12% and 113% of the target award. • If both of the applicable target CV bookings and modified operating income were exceeded, the plan allowed for the payment of up to 156% of a named executiveo fficer’s target award. TheC ompany’sa ctual CV bookings and modified operating income for 2025 were $282.4 million and $19.5 million, respectively, resulting in 2% of each named executiveo fficer’s target award being payable, as is set forth in the Summary Compensation Table under the heading“ Non-Equity Incentive Plan Compensation.” This illustrates the pay for performance structure of the compensation awarded to our named executive officers, as our 2025 CV bookings and modified operating income were both substantially below our target levels. Following its determination of the payout amount to the named executive officers under the Executive Cash Incentive Plan, the Committee considered the contributions of our named executive officers to expense management and evaluated theC ompany’sp erformance during a challenging 2025. Based on that evaluation, the Committee determined to award each of the named executive officers a discretionary cash bonus equal to 25% of such officer’s target award under the Executive Cash Incentive Plan as of December 31, 2025, as is set forth in the Summary Compensation Table under the heading“ Bonus.” The Committee similarly approved discretionary cash bonuses of up to 52% of the applicable target awards for employees of the Company participating in theF orrester Employee Bonus Plan . Long-term Equity Incentive Compensation. Our annual equity awards to executive officers historically have consisted of time- based RSUs and, in some years like 2025, performance-based RSUs and time-based stock options granted under our equity incentive plan. All stock-based compensation awards granted to our executive officers are granted by the Committee. We believe that stock- based awards help to motivate and retain executives and also alignm anagement’si ncentives with long-term stock price appreciation. In general, we believe that the combination of time-based and performance-based equity awards serves to encourage retention while further aligning the interests of executives and stockholders, as the awards have value only if the recipient continues to provide service to the Company through the vesting date and (in the case of stock options) our stock price increases from that at grant date or (in the case of performance-based RSUs) performance metrics are met. In addition, while time-based RSUs have immediate compensatory value to the recipient upon vesting, increases in our share price provide significant additional compensatory value to the recipient, and decreases in the share price reduce the original compensation value of the award. Neither the Company nor our board of directors, including the Committee, has any plan, program or practice of timing equity incentive awards in coordination with the release or withholding of material non-public information. In determining the size and nature of stock-based awards for 2025, the Committee considered the aggregate number of stock- based awards outstanding relative to theC ompany’st otal shares outstanding, the retentive value of outstanding stock-based awards (including the performance-based RSUs and stock options awarded to certain of the named executive officers in 2023), the average aggregate size of stock-based awards made to executive officers of companies that are similarly situated or with which we compete to attract and retain executives, and the individuals that they believed were most likely to contribute to or influence a return to the Company’sh istorical growth levels and improvement in theC ompany’so perating margin. On March 20, 2025, the Committee reviewed and approved the grant of time-based RSUs, performance-based RSUs (PSUs), and time-based stock options to each of Ryan Darrah, our Chief Legal Officer and Secretary, Chris Finn, our Chief Financial Officer, Carrie Johnson, our Chief Product Officer, Sharyn Leaver, our Chief Research Officer, and Nate Swan, our Chief Sales Officer, effective April 1, 2025, as follows: Mr. Darrah was granted 21,666 RSUs, 10,833 PSUs, and 23,333 stock options; Mr. Finn was granted 33,333 RSUs, 16,666 PSUs, and 66,666 stock options; Ms. Johnson was granted 33,333 RSUs, 16,666 PSUs, and 66,666 stock options; Ms. Leaver was granted 25,000 RSUs,
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14 12,500 PSUs, and 33,333 stock options; and Mr. Swan was granted 33,333 RSUs, 16,666 PSUs, and 66,666 stock options. The Committee determined that the time-based RSUs and stock options would vest 25% annually over four years. The stock options were granted at an exercise price of $9.36, which was equal to the closing market price of our common stock on the grant date of April 1, 2025. Each PSU granted to the named executive officers in 2025 entitles the applicable officer to receive on or after March 1, 2028, prior to deducting the applicable number of shares necessary to satisfy withholding tax obligations, one share of the Company's common stock, if each of the two performance levels described below are met and the officer remains employed by the Company. The first performance metric is the Company's CV as of December 31, 2027 (referred to as Measurement Year CV), as reported along with the release of our consolidated financial results for the fiscal year ending December 31, 2027, and as adjusted to reflect the foreign currency rates used to calculate the Company's CV reported for the year ended December 31, 2024. The second performance metric is the Company's Adjusted EBITDA margin for the year ending December 31, 2027 (referred to as Measurement Year Adjusted EBITDA Margin), defined as our consolidated adjusted income from operations plus depreciation, divided by total revenues, as reported along with the release of our consolidated financial results for the year ending December 31, 2027. If both target performance levels are exactly met, the PSUs will vest at 100%. Failure to achieve the minimum performance threshold for CV will result in forfeiture of all of the PSUs. If the Company achieves the minimum performance level for CV, a number of PSUs equal to 75% of the total PSUs (referred to as the "CV Growth PSUs") will vest as follows. The aggregate number of CV Growth PSUs that will vest will be equal to the CV Growth PSUs multiplied by the applicable percentage set forth in the table below. If Measurement Year CV falls between two of the percentiles below, the applicable percentage will be interpolated on a straight-line basis. Applicable Percentage Measurement Year CV of CV Growth PSUs 90% of CV Growth Target (Minimum CV Growth Threshold) 30% 95% of CV Growth Target 50% CV Growth Target 100% 105% of CV Growth Target 150% If the Company achieves the minimum performance levels for both CV and Adjusted EBITDA Margin, a number of PSUs equal to 25% of the total PSUs (referred to as the "Adjusted EBITDA Margin PSUs") will vest as follows. The aggregate number of Adjusted EBITDA Margin PSUs that will vest will be equal to the Adjusted EBITDA Margin PSUs multiplied by the applicable percentage set forth in the table below. If Measurement Year Adjusted EBITDA Margin falls between two of the percentiles below, the applicable percentage will be interpolated on a straight-line basis. Measurement Year Applicable Percentage of Adjusted EBITDA Margin Adjusted EBITDA Margin PSUs One % point below Adjusted EBITDA Margin Target (Minimum Adjusted EBITDA Margin Threshold) 30% Adjusted EBITDA Margin Target 100% One % point above Adjusted EBITDA Margin Target 125% Two % points above Adjusted EBITDA Margin Target 150% The maximum number of shares that can vest under each PSU award is 150% of the original grant amount. The Committee decided that using scaled metrics was appropriate to achieve the objectives of longer-term strategic thinking and retention of key talent, taking into account planned investments to support growth in the business and the overall business environment. The Committee may appropriately adjust any evaluation of performance to the extent deemed necessary to take into account non-recurring items including, but not limited to, acquisitions, divestitures or significant restructuring charges. Given Mr.C olony’ss ignificant ownership of our common stock, the Committee did not grant stock options, RSUs or PSUs to Mr. Colony in 2025. Severance and Change in Control Agreements. Effective May 15, 2014, we adopted the Forrester Research, Inc. Executive Severance Plan (the “Severance Plan”),a pplicable to all of our executive officers, including the named executive officers. Similar to plans maintained by many other companies, our Severance Plan provides for payments and benefits to our executive officers upon a qualifying termination of employment, including in connection with a change in control. Further detail on the Severance Plan is contained below under the heading“ Severancea nd Change-of-Control Benefits.” We believe that the Severance Plan functions as a retention tool for our executive officers to remain with the Company and enable the executive officers to focus on the continuing business operations and, as applicable, the success of a potential business combination that the Board of Directors has determined to be in the best interests of the stockholders. We believe this results in stability and continuity of operations.
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15 Other Benefits As employees of our Company, our executive officers are eligible to participate in all Company-sponsored benefit programs on the same basis as other full-time employees, including health and dental insurance and life and disability insurance. In addition, our executive officers are eligible to receive the same employer match under our 401(k) plan as is applicable for all participating employees and to participate in our employee stock purchase plan, pursuant to which participants may elect to purchase shares of our stock on a semi-annual basis at a 15% discount based on the lower of the price of our stock at the beginning and end of each period. We do not offer any supplemental executive health and welfare or retirement programs, or provide any other supplemental benefits or perquisites, to our executives. Stock Retention Guidelines Our Corporate Governance Guidelines include stock retention guidelines to further align the interests of our directors and executive officers with those of our stockholders. Members of our executive team and Board of Directors are subject to these stock retention guidelines for so long as they remain an executive officer, or serve as a director, of the Company. The guidelines require directors of the Company to acquire and hold during their service as a Forrester Board member shares of Forrester’s common stock( “CommonS tock”) equal in value to at least two times their total annual compensation from Forrester (including cash retainer and grant date value of equity grants) as in effect on April 1, 2025 (or, if later, the date of commencement of Board service or such other date as the Committee shall designate). Directors have five years from the date of commencement of their Board service to meet the target stock ownership guideline. Executive officers of the Company are required to acquire and hold during their service as a Forrester executive team member shares of Common Stock equal in value to at least one times their total annual on-target earnings (defined as base salary plus total annual cash compensation opportunity) as in effect on April 1, 2025 (or, if later, the date of commencement of executive team service or such other date as the Committee shall designate). Executive officers have five years from the date of commencement of executive team service to meet the target stock ownership guideline. In July of 2025 the Committee determined that the retention targets for all executive officers and directors would be adjusted, effective immediately, using the 200 day moving average closing stock price of the Company as of April 1, 2025 and the on-target earnings (for executive officers) and total compensation (for directors) as of April 1, 2025 for purposes of calculating such targets. Until such time as a director or officer reaches his or her share ownership guideline, the director or officer may sell shares of Common Stock only to the extent that, subsequent to such sale, such director or officer continues to hold more shares than he or she held as of December 31 of the preceding year. In addition, if a director or officer has not reached his or her share ownership guideline within the required accumulation period, he or she will be required to retain 100% of the net shares of Forrester common stock delivered to him or her upon the exercise or vesting of stock awards held by him or her until such guideline is reached. Net shares are the number of shares remaining after shares are sold or netted to pay the exercise price of stock options and withholding taxes. For directors, the applicable withholding taxes will be presumed to be the minimum withholding tax applicable to an employee. All directors and executive officers are expected to continuously own sufficient shares to meet the guideline once it has been reached. Unexercised stock options and unvested restricted stock units will not count toward meeting the stock ownership guidelines. These guidelines may be waived, at the discretion of the Committee, if compliance with the guidelines would create severe hardship or prevent an executive officer or director from complying with a court order. The Committee will reassess these guidelines on an annual basis, taking into account factors such as compensation and stock price changes. Our directors and executive officers have complied in full with these guidelines since their initial adoption. Impact of Tax and Accounting on Compensation Decisions As a result of federal tax legislation enacted in December 2017, compensation paid to certain of our executive officers in excess of $1 million per person per year will not be deductible unless it qualifies for transition relief applicable to certain compensation arrangements in place as of November 2, 2017 and not later materially modified. The Committee believes that the interests of our stockholders are best served if the Committee continues to retain flexibility and discretion to approve and amend compensation plans, agreements and arrangements to support our corporate objectives, even if a plan, agreement or arrangement does not qualify for full or partial tax deductibility and even if an amendment results in a loss or limitation of tax deductibility. Despite the changes as a result of the 2017 tax legislation, the Committee currently expects (consistent with its executive compensation philosophy) to structure executive compensation programs such that a significant portion of executive compensation is linked to our performance.
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16 The Committee also takes into consideration the accounting treatment of the different forms of awards it may grant to executive officers. Compensation Committee Report The Compensation and Nominating Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with management and, based on this review and discussion, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement. Compensation and Nominating Committee Anthony Friscia, Chair Robert Bennett Corinne Munchbach The information contained in the report above shall not be deemed to be “solicitingm aterial” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate it by reference in any such filing.
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17 SUMMARY COMPENSATION TABLE The following table shows the compensation earned by our Chief Executive Officer, our Chief Financial Officer, each of our three other most highly compensated executive officers as of December 31, 2025, and one of our other highly compensated executive officers who ceased serving as an executive officer in October 2025. We refer to these officers as the“ namede xecutiveo fficers.” Non-Equity StockO ption Incentive Plan All Other Salary Bonus AwardsA wardsC ompensationC ompensationT otal Name and Principal Position Year ($)( $)(1)( $)(2)( $)(2)( $) ($)(3)( $) George F. Colony 2025 472,500 162,500 —— 13,000 25,332 673,332 Chairman of the Board and2 024 51 182,250 —— —3 2,992 215,293 Chief Executive Officer 2023 207,993 ——— —3 6,928 244,921 L. Christian Finn 2025 435,240 82,683 467,991 225,564 6,615 14,576 1,232,668 Chief Financial Officer 2024 420,025 85,045 499,982 —— 18,811 1,023,864 2023 420,275 125,993 746,862 430,930 —1 9,894 1,743,954 Ryan Darrah2 025 360,177 45,500 304,191 78,947 3,640 13,956 806,411 Chief Legal Officer and Secretary Carrie Johnson 2025 440,447 83,672 467,991 225,564 6,694 14,370 1,238,739 Chief Product Officer 2024 425,050 86,063 499,982 —— 19,169 1,030,264 2023 425,300 127,500 746,862 430,930 —1 7,820 1,748,412 Sharyn Leaver 2025 386,504 58,500 351,000 112,782 4,680 8,632 922,098 Chief Research Officer 2024 375,600 60,750 349,986 —— 14,032 800,368 2023 375,600 90,000 485,449 323,191 —8 ,742 1,282,982 Nate Swan(4) 2025 409,242 —4 67,991 225,564 —1 6,276 1,119,073 Chief Sales Officer 2024 420,600 90,720 499,982 —— 17,416 1,028,719 2023 410,858 234,400 746,845 430,930 1,000 21,257 1,845,290 (1)A mounts for 2025 represent discretionary bonuses approved by the Committee. (2)T hese amounts represent the aggregate grant date fair value of time-based and performance-based restricted stock unit and time- based option awards. Assumptions used in the calculation of option awards are included in footnote 1 to theC ompany’s consolidated financial statements included in our 2025 Annual Report on Form 10-K. The grant date fair value of restricted stock units is based upon the closing price of theC ompany’sc ommon stock on the date of grant. For purposes of calculating the grant date fair value of performance awards, we assume that the target performance criteria will be achieved and 100% of each award will vest. The grant date fair value of all 2025 time-based restricted stock units is as follows: Mr. Finn, $311,997; Mr. Darrah, $202,794; Ms. Johnson, $311,997; Ms. Leaver, $234,000; and Mr. Swan, $311,997. The grant date fair value of all 2025 performance-based restricted stock units, assuming attainment of the highest level of the performance conditions, which is capped at 150% of target, is as follows: Mr. Finn, $233,991; Mr. Darrah, $152,095; Ms. Johnson, $233,991; Ms. Leaver, $175,500; and Mr. Swan, $233,991. The amounts set forth in the above table may be more or less than the value ultimately realized by the named executive officer based upon, among other things, the value of theC ompany’sc ommon stock at the time of exercise of the options or vesting of the restricted stock units and whether such options or restricted stock units actually vest. (3)2 025 amounts include the following amounts of Company matching contributions under our 401(k) plan: Mr. Colony, $10,500; Mr. Finn, $10,500; Mr. Darrah, $10,500; Ms. Johnson, $10,500; Ms. Leaver, $6,700; and Mr. Swan, $10,500. Other amounts consist of group term life insurance premiums and miscellaneous other items. (4)A s disclosed in the Company's Form 8-K filed October 31, 2025, Mr. Swan ceased serving as an executive officer of the Company, effective October 31, 2025. Because of his total compensation received during 2025, Mr. Swan is listed as a named executive officer of the Company in the above table, but he was no longer an executive officer of the Company at December 31, 2025.
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18 GRANTS OF PLAN-BASED AWARDS FOR 2025 The following table sets forth information with respect to plan-based awards granted to named executive officers in 2025. Grant All OtherD ate All OtherO ptionF air StockA wards: Exercise Value of Estimated Possible Payouts UnderE stimated Future Payouts UnderA wards: Number of or Base Stock Non-Equity Incentive Plan Equity Incentive Plan Number of Securities Price of and CommitteeA wards(1) Awards(2) Shares of Underlying Option Option GrantA pproval Threshold Target MaximumT hreshold Target MaximumS tock OptionsA wardsA wards Name Date Date ($)( $) ($)( #) (#)( #) (#)( #) ($/Sh) ($)(3) George F. Colony —— 13,000 650,000 1,014,000 —— ———— — L. Christian Finn —— 6,615 330,730 515,939 —— ———— — 04/01/25 03/20/25 —— ——— —— 66,666 9.36 225,564 04/01/25 03/20/25 —— ——— —3 3,333 —— 311,997 04/01/25 03/20/25 —— —3 ,750 16,666 24,999 ——— 155,994 Ryan Darrah— —3 ,640 182,000 283,920 —— ———— — 04/01/25 03/20/25 —— ——— —— 23,333 9.36 78,947 04/01/25 03/20/25 —— ——— —2 1,666 —— 202,794 04/01/25 03/20/25 —— —2 ,437 10,833 16,250 ——— 101,397 Carrie Johnson —— 6,694 334,688 522,113 ———— 04/01/25 03/20/25 —— ——— —— 66,666 9.36 225,564 04/01/25 03/20/25 —— ——— —3 3,333 —— 311,997 04/01/25 03/20/25 —— —3 ,750 16,666 24,999 ——— 155,994 Sharyn Leaver —— 4,680 234,000 365,040 ———— 04/01/25 03/20/25 —— ——— —— 33,333 9.36 112,782 04/01/25 03/20/25 —— ——— —2 5,000 —— 234,000 04/01/25 03/20/25 —— —2 ,813 12,500 18,750 ——— 117,000 Nate Swan —— 6,989 349,440 545,126 ———— 04/01/25 03/20/25 —— —— 66,666 9.36 225,564 04/01/25 03/20/25 —— —3 3,333 —— 311,997 04/01/25 03/20/25 —— —3 ,750 16,666 24,999 ——— 155,994 (1)C onsists of awards under our Executive Cash Incentive Plan, a non-equity incentive plan, with payouts thereunder made annually in arrears. Our Executive Cash Incentive Plan is described in detail, including calculation of threshold, target and maximum awards under the plan, in the Compensation Discussion and Analysis above. Actual amounts awarded are set forth in the Summary Compensation Table above. (2)C onsists of performance-based restricted stock units granted pursuant to our Amended and Restated Equity Incentive Plan. The vesting of such restricted stock units is conditioned upon achievement of defined performance objectives relating to contract value (CV) growth and Adjusted EBITDA margin in 2027. These restricted stock units can vest as to between 22.5% and 150% of the total number of shares subject to the award, depending on performance, or the restricted stock units can be forfeited if the defined performance objectives are not met. (3)S ee footnote 2 to the Summary Compensation Table.
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19 OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table sets forth information for the named executive officers regarding outstanding option awards and stock awards held as of December 31, 2025. Option Awards Stock Awards Equity Incentive Equity Incentive Plan Plan Awards: Awards: Market or Number of Number of Number of Payout Value of Securities Securities Unearned Shares,U nearned Shares, Underlying Underlying UnitsU nits UnexercisedU nexercisedO ptiono r Othero r Other OptionsO ptions Exercise Option Rights That Rights That (#)( #) PriceE xpiration Have Not Vested Have Not Vested Name ExercisableU nexercisable( $) Date (#)( $)(1) George F. Colony —— —— —— L. Christian Finn —— —— 2,483(2) 20,162 —— —— 7,567(3) 61,444 —— —— 18,002(4) 146,176 —— —— 33,333(5) 270,664 —— —— 16,666(6) 30,449 15,134 15,132(7) 33.04 2/28/2033 —— —6 6,666(8) 9.36 3/31/2035 —— Ryan Darrah— —— —1 ,365(2) 11,084 —— —— 4,162(3) 33,795 —— —— 11,701(4) 95,012 —— —— 21,666(5) 175,928 —— —— 10,833(6) 19,792 —2 3,333(8) 9.36 3/31/2035 —— Carrie Johnson —— —— 2,235(2) 18,148 —— —— 7,567(3) 61,444 —— —— 18,002(4) 146,176 —— —— 33,333(5) 270,664 —— —— 16,666(6) 30,449 15,134 15,132(7) 33.04 2/28/2033 —— —6 6,666(8) 9.36 3/31/2035 —— Sharyn Leaver —— —— 1,614(2) 13,106 —— —— 4,918(3) 39,934 —— —— 12,601(4) 102,320 —— —— 25,000(5) 203,000 —— —— 12,500(6) 22,838 11,350 11,349(7) 33.04 2/28/2033 —— —3 3,333(8) 9.36 3/31/2035 —— Nate Swan 15,134 —3 3.04 ——— (1)T he market value was calculated based on $8.12, the closing price per share of our common stock on December 31, 2025. With respect to performance-based restricted stock units, the stated value equals the product of $8.12 multiplied by the number of shares issuable upon achievement of threshold performance goals. However, we have recorded a zero value for these awards in our financial statements for the year ended December 31, 2025. (2)C onsists of time-based restricted stock units that vest on March 1, 2026. (3)C onsists of time-based restricted stock units that vest as to 50% of the shares subject to the award on each of March 1, 2026 and March 1, 2027. (4)C onsists of time-based restricted stock units that vest as to one third of the shares subject to the award on each of April 1, 2026, April 1, 2027, and April 1, 2028. (5)C onsists of time-based restricted stock units that vest as to 25% of the shares subject to the award on each of April 1, 2026, April 1, 2027, April 1, 2028, and April 1, 2029. (6)C onsists of performance-based restricted stock units granted pursuant to our Equity Incentive Plan. The vesting of these restricted stock units is conditioned upon achievement of defined performance objectives relating to contract value (CV) growth and Adjusted EBITDA margin in 2027. The restricted stock units can vest on March 1, 2028 as to between 22.5% and 150% of the total number of shares subject to the award, depending on performance, or the restricted stock units can be forfeited if the defined performance objectives are not met. (7)S tock options become exercisable as to 50% of the shares subject to the award on each of March 1, 2026, and March 1, 2027. (8)S tock options become exercisable as to 25% of the shares subject to the award on each of April 1, 2026, April 1, 2027, April 1, 2028, and April 1, 2029.
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20 OPTION EXERCISES AND STOCK VESTED TABLE FOR 2025 The following table sets forth information for the named executive officers regarding the value realized during 2025 by the executives pursuant to option exercises and the vesting of RSUs. Option AwardsS tock Awards Number of Number of Shares ValueS hares Value Acquired Realized Acquired on Realized on Exercise on Exercise Vestingo n Vesting Name (#)( $) (#)( $) George F. Colony —— —— L. Christian Finn —— 17,307 175,694 Ryan Darrah— —8 ,862 91,269 Carrie Johnson —— 14,222 146,950 Sharyn Leaver —— 9,100 93,487 Nate Swan —— 9,301 106,494 Pension Benefits We have no defined benefit pension plans or long-term incentive plans applicable to the named executive officers. Nonqualified Deferred Compensation We have no nonqualified defined contribution or deferred compensation plans. Severance and Change-of-Control Benefits Effective May 15, 2014, our Board of Directors adopted and approved the Forrester Research, Inc. Executive Severance Plan (the “Severance Plan”),w hich is applicable to all of theC ompany’se xecutive officers, including the named executive officers. The Severance Plan provides for the payment of severance and other benefits to each executive officer in the event of a termination of employment with the Company without cause and also, in the case of a change in control, by an executive officer for good reason, each as defined in the Severance Plan (each, a“ Qualifying Termination”). In the event of a Qualifying Termination and subject to the executive’se xecution of a general release of claims against the Company, in addition to any accrued obligations such as unpaid base salary, vacation and earned bonuses, the Severance Plan provides for the following severance payments and benefits: • In the event of a Qualifying Termination other than following a change in control: • continued payment of the executiveo fficer’s base salary in installments for one year, or in the case of Mr. Colony (or any successor CEO), for 18 months, after the Qualifying Termination; • payment in a lump sum of an amount equal to the lesser of the executiveo fficer’s (x) annual target bonus and, if applicable, sales commissions, as in effect on the date of the Qualifying Termination, or (y) the average of the actual bonus and, if applicable, sales commissions, earned by the executive officer under the applicable plans for the two fiscal years preceding the year of the Qualifying Termination (or for such shorter period that the executive officer was employed by the Company); or in the case of the chief executive officer, payment in a lump sum of an amount equal to one and one-half times the lesser of the chief executiveo fficer’s (x) annual target bonus and, if applicable, sales commissions, as in effect on the date of the Qualifying Termination, or (y) the average of the actual bonus and, if applicable, sales commissions earned by the chief executive officer under the applicable plans for the two fiscal years preceding the year of the Qualifying Termination; • payment in cash during the 12-month period following a Qualifying Termination for executive officers other than the chief executive officer, and during the 18-month period following a Qualifying Termination for the chief executive officer, of an amount equal to theC ompany’sp ortion of the cost for medical and dental coverage under applicable Company plans; and • 6 months of outplacement assistance, subject to extension for an additional 6 months upon request of the executive officer and at the discretion of the Company.
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21 • In the event of a Qualifying Termination during the 18-month period following a change in control (as defined in the Severance Plan): • payment in a lump sum of the executiveo fficer’s annual base salary, or in the case of the chief executive officer, two times annual base salary; • payment in a lump sum of an amount equal to the excess, if any, of (x) the executiveo fficer’s annual target bonus amount and/or annual target sales commission amount pro-rated as of the Qualifying Termination, over (y) the amount paid or payable for the actual bonus and/or sales commissions earned through the Qualifying Termination; • payment of the higher of the executiveo fficer’s (x) target annual incentive opportunity, including target bonus opportunity and, if applicable, target sales commissions, or (y) the average of the actual bonus and, if applicable, sales commissions, earned by the executive under the applicable plans for the two fiscal years preceding the year of the Qualifying Termination (or such shorter period that the executive officer was employed by the Company); or in the case of the chief executive officer, the higher of two times his or her (x) target annual incentive opportunity, including target bonus opportunity and, if applicable, target sales commissions, or (y) the average of the actual bonus and, if applicable, sales commissions, earned by the chief executive officer under applicable plans for the two fiscal years preceding the year of the Qualifying Termination; • payment in cash in a lump sum of an amount equal to 12 months for executive officers other than the chief executive officer, and 24 months for the chief executive officer, of theC ompany’sp ortion of the cost for medical and dental coverage under applicable Company plans; • 12 months of outplacement assistance; and • without limiting an executiveo fficer’s rights under any equity plans or agreements, accelerated vesting of, or cancellation and payment of merger consideration for (net of exercise price, if any), all unvested equity and equity- based awards, with performance-based awards, if any, vesting at target level of performance. The Severance Plan shall also reimburse each executive officer whose termination of employment results from a change of control all reasonable legal fees and expenses incurred to obtain or enforce rights or benefits under the Severance Plan if the executive officer prevails in substantial part on the material issues of the proceeding. The Severance Plan does not provide for a gross-up payment to any of the executive officers to offset any excise taxes that may be imposed on excess parachute payments under Section 4999 (“Excise Tax”)o f the Internal Revenue Code of 1986, as amended. Instead, the Severance Plan provides that in the event that the severance payments and benefits described above, and any other parachute payments, would, if paid, be subject to the Excise Tax, then the severance payments and benefits under the Severance Plan will be reduced to the extent necessary so that no portion of the payments or benefits under the Severance Plan are subject to the Excise Tax, provided that there shall be no such reduction if the net amount of the payments received by the executive officer after giving effect to all applicable taxes is greater than the net amount of the payments received by the executive officer after giving effect to the reduction. We have not entered into agreements providing for severance benefits with any of the named executive officers. Each of our named executive officers other than Mr. Colony has entered into stock option and restricted stock unit grant agreements that provide for full acceleration of vesting upon a change of control of the Company, unless there is an assumption, substitution or cash-out of the options or restricted stock units in connection with the change of control.
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22 The following table provides the details of payments that would have been paid to, or value that would have been received by, the named executive officers in connection with either a change of control, a termination of employment without cause or for good reason in connection with a change of control, or a termination of employment without cause in the absence of a change of control, in each case effective as of December 31, 2025. Payment in Value of AnnualL ieu of Accelerated Salary Incentive Medical and OutplacementU nvested Continuation Compensation Dental Assistance Equity Total Name Event (1)( $) ($)( $) ($)(2)( $)(3)( $) George F. Colony Change in Control— ——— —— Termination Upon Change in Control1 ,300,000 1,759,677 31,350 20,000 —3 ,111,027 Not for Cause Termination9 75,000 136,688 23,512 10,000 —1 ,145,200 L. Christian Finn Change in Control— ——— 633,774 633,774 Termination Upon Change in Control4 40,974 564,621 24,228 20,000 633,774 1,683,596 Not for Cause Termination4 40,974 105,519 24,228 10,000 —5 80,720 Ryan DarrahC hange in Control— ——— 403,783 403,783 Termination Upon Change in Control3 64,000 310,709 24,228 20,000 403,783 1,122,720 Not for Cause Termination3 64,000 58,625 24,228 10,000 —4 56,853 Carrie Johnson Change in Control— ——— 631,760 631,760 Termination Upon Change in Control4 46,250 571,377 24,366 20,000 631,760 1,693,754 Not for Cause Termination4 46,250 106,781 24,366 10,000 —5 87,397 Sharyn Leaver Change in Control— ——— 459,860 459,860 Termination Upon Change in Control3 90,000 399,483 24,366 20,000 459,860 1,293,709 Not for Cause Termination3 90,000 75,375 24,366 10,000 —4 99,741 Nate Swan(4) Change in Control— ——— —— Termination Upon Change in Control— ——— —— Not for Cause Termination— ——— —— (1)N one of the named executive officers has an agreement to receive any salary continuation, variable cash compensation, benefits continuation, acceleration of equity or gross-up in the event such named executive officer dies, becomes disabled, voluntarily terminates his or her employment with Forrester without “Good Reason” or if that named executive officer is terminated by Forrester for cause. (2)E stimated cost of 12 months of outplacement service in the event of a change in control and 6 months of outplacement service in the event of termination without a change in control. (3)C alculated using $8.12, the closing price per share of our common stock on December 31, 2025. In the case of unvested options, calculated using the difference between $8.12 and the exercise price of the applicable option, multiplied by the number of unvested shares. In the case of unvested restricted stock units (RSUs), calculated using $8.12 multiplied by the number of shares underlying such unvested RSU (at target in the case of performance-based RSUs). (4)M r. Swan was no longer serving as an executive officer as of December 31, 2025, and was thus no longer eligible for any payments under the Severance Plan described above.
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23 Director Compensation DIRECTOR COMPENSATION TABLE FOR 2025 The following table shows the compensation that we paid during the year ended December 31, 2025 to each of our directors, other than Mr. Colony, who was not paid additional compensation for his service as a director and whose compensation is reflected in “ExecutiveC ompensation” above. Fees Earned or Paid in Stock Cash AwardsT otal Name ($)( $)(1)(2)(3)( $) Robert Bennett 35,000 82,080 117,080 David Boyce(4) 8,750 -8 ,750 Neil Bradford 35,000 82,080 117,080 Anthony Friscia4 6,250 82,080 128,330 Robert M. Galford(4) 12,500 -1 2,500 Corinne Munchbach 38,750 82,080 120,830 Warren Romine4 3,000 82,080 125,080 Yvonne Wassenaar(4)8 ,750 — 8,750 (1)T he amounts in this column reflect the aggregate grant date fair value of restricted stock unit awards for 2025. The grant date fair value of restricted stock units is based upon the closing price of theC ompany’sc ommon stock on the date of grant. The amounts set forth may be more or less than the value ultimately realized by the named director based upon, among other things, the value of theC ompany’sC ommon Stock at the time of vesting of the restricted stock units and whether such restricted stock units actually vest. (2)O n June 2, 2025, each of the directors then in office, other than Mr. Colony, received 8,000 restricted stock units. (3)A t December 31, 2025, the non-employee directors held options to purchase, and restricted stock units for, the number of shares listed next to their names below: Number of Shares Name OptionsR SUs Robert Bennett — 4,000 Neil Bradford — 4,000 Anthony Friscia — 4,000 Corinne Munchbach — 4,000 Warren Romine — 4,000 (4)M essrs. Boyce and Galford and Ms. Wassenaar retired from the Board of Directors effective May 13, 2025. Our non-employee directors receive an annual retainer of $30,000 and members of each Board committee receive an additional annual retainer of $5,000 for each committee on which they serve, with the Chairman of the Audit Committee receiving an additional $8,000 per year and the Chairman of the Compensation and Nominating Committee receiving an additional $5,000 per year. Our lead independent director receives an additional $10,000 annual retainer. Each of these annual fees is payable quarterly in arrears. Members of our Board of Directors are reimbursed for their expenses incurred in connection with attending any meeting. The Compensation and Nominating Committee of the Board of Directors has the authority under the Forrester Research, Inc. Amended and Restated Equity Incentive Plan (“Equity IncentiveP lan”)t o grant stock options and RSUs to non-employee directors in such amounts and on such terms as it shall determine at the time of grant. On June 2, 2025, our five non-employee directors at that time each received 8,000 restricted stock units. These RSUs vest in four equal quarterly installments over a one-year period. RSUs granted under the Equity Incentive Plan become vested in full upon a change of control of the Company, unless there is an assumption, substitution or cash-out of such RSUs in connection with the change of control.
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24 CEO PAY RATIO Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 requires most companies with publicly traded stock in the United States to identify the median annual total compensation of their worldwide employee population (other than the chief executive officer) and to compare that amount with the annual total compensation of their chief executive officer. The pay ratio information included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S- K. We identified our median employee using our total employee population as of October 1, 2025 by applying a consistently applied compensation measure across our global employee population. For our consistently applied compensation measure, we used cash compensation (base salary plus bonuses and commissions) paid in the nine months ending September 30, 2025. We used cash compensation as our consistently applied compensation measure as we believe that this measure provides a reasonably accurate depiction of total earnings for the purpose of identifying our median employee. We then calculated the median employee’st otal annual compensation in accordance with the requirements of the Summary Compensation Table. Earnings of our employees outside the U.S. were converted to U.S. dollars using the currency exchange rates used for organizational planning purposes, which consider historical and forecasted rates as well as other factors. We did not use any other material estimates, assumptions, adjustments or statistical sampling to determine the worldwide median employee. Our median employee’st otal 2025 compensation (other than the CEO) was $132,872. Our Chief ExecutiveO fficer’s total 2025 compensation was $673,332, as reported in the Summary Compensation Table. Accordingly, our 2025 CEO to Median Employee Pay Ratio was 5 to 1. Please keep in mind that under theS EC’s rules and guidance, there are numerous ways to determine the compensation of a company’sm edian employee, including the employee population sampled, the elements of pay and benefits used, any assumptions made and the use of statistical sampling. In addition, no two companies have identical employee populations or compensation programs, and pay, benefits and retirement plans differ by country even within the same company. As such, our pay ratio may not be comparable to the pay ratio reported by other companies.
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25 PAY VERSUS PERFORMANCE As described in greater detail in “ExecutiveC ompensation– Compensation Discussion andA nalysis,”o ur executive compensation program reflects a variable pay-for-performance philosophy. The following table and related disclosures provide further“ payv ersusp erformance” disclosure with respect to our chief executive officer, also referred to as our principal executive officer (PEO), and our other named executive officers (NEOs), as contemplated by Item 402(v) of Regulation S-K. Year Summary Compensation Table Total to PEO1 Compensation Actually Paid to PEO2 Average Summary Compensation Table Total For Non-PEO NEOs3 Average Compensation Actually Paid to Non-PEO NEOs4 Value of Initial Fixed $100 Investment Based On: Net Income (millions)7 Year-Over- Year CV Bookings Growth8 Company TSR5 Peer Group TSR6 (a)( b) (c)( d) (e)( f) (g)( h) (i) 2025 $6 73,332 $6 73,332 $1 ,063,798 $4 62,942 $1 9$ 141 $- 119.4 -5.7% 2024 $2 15,293 $2 15,293 $9 70,804 $4 32,335 $3 7$ 118 $- 5.7 -5.3% 2023 $2 44,921 $2 44,921 $1 ,655,159 $1 ,073,951 $6 4$ 119 $3 .1 -7.7% 2022 $9 92,630 $9 92,630 $9 78,306 $4 49,918 $8 5$ 98 $2 1.8 0.8% 2021 $1 ,552,268 $1 ,552,268 $1 ,134,598 $1 ,324,876 $1 40 $1 27 $2 4.8 16.0% (1)T he dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Colony (our Chief Executive Officer or PEO) for each corresponding year in the“ Total” column of the Summary Compensation Table. Refer to “Executive Compensation– Summary CompensationT able.” (2)T he dollar amounts reported in column (c) represent the amount of “compensationa ctually paid”t o Mr. Colony, as computed in accordance with Item 402(v) of Regulation S-K. Because Mr. Colony did not receive or hold any equity awards during the years reflected in the table and we do not maintain a pension in which Mr. Colony participates, no additions or deductions from Summary Compensation Table (SCT) total compensation for our PEO are needed to determine the amount of “compensation actually paid”i n accordance with Item 402(v) of Regulation S-K. (3)T he dollar amounts reported in column (d) represent the average of the amounts reported for theC ompany’sn amed executive officers (NEOs) as a group (excluding Mr. Colony, who has served as our CEO in each of the covered years) in the“ Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Colony) included for purposes of calculating the average amounts in each applicable year are as follow: (i) for 2025, Ryan Darrah, L. Christian Finn, Carrie Johnson, Sharyn Leaver, and Nate Swan; (ii) for 2023 and 2024, L. Christian Finn, Carrie Johnson, Sharyn Leaver, and Nate Swan; (iii) for 2022, L. Christian Finn, Kelley Hippler, Carrie Johnson, Sharyn Leaver, and Sarah Le Roy; and (iv) for 2021, Scott Chouinard, Ryan Darrah, Michael Doyle, L. Christian Finn, Kelley Hippler, and Carrie Johnson. (4)T he dollar amounts reported in column (e) represent the average amount of “compensationa ctually paid”( CAP) to the NEOs as a group (excluding Mr. Colony), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Colony) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average compensation for the NEOs as a group (excluding Mr. Colony) for each year to determine the compensation actually paid: Average Non-PEO NEOs SCT Total to CAP Reconciliation: Year Salary Bonus and Non- Equity Incentive Compensation Other Compensation SCT Total Reported Value of Equity Awards Equity Award Adjustments CAP (i)( ii) (iii) 2025 $4 06,322 $5 9,842 $1 3,562 $1 ,063,798 $( 585,517)$ (15,339) $4 62,942 2024 $4 10,319 $8 0,645 $1 7,357 $9 70,804 $( 462,483)$ (75,986) $4 32,335 2023 $4 08,008 $1 44,723 $1 6,928 $1 ,655,159 $( 1,085,500)$ 504,291 $1 ,073,951 2022 $3 55,306 $1 49,711 $8 ,317 $9 78,306 $( 464,972)$ (63,417) $4 49,918 2021 $2 90,528 $3 76,641 $1 04,942 $1 ,134,598 $( 362,487)$ 552,765 $1 ,324,876 (i)R eflects "all other compensation" reported in the SCT for each year shown. (ii) Represents the grant date fair value of equity-based awards granted each year as reported in the“ StockA wards” and "Option Awards" columns in the Summary Compensation Table for the applicable year. Because we do not maintain a
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26 pension in which any NEO participates, no adjustments from the SCT total related to pension value are needed to calculate “compensationa ctually paid”i n accordance with Item 402(v) of Regulation S-K. (iii) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: Average Non-PEO NEOs Equity Award Adjustments: 2021 Average 2022 Average 2023 Average 2024 Average 2025 Average Plus: Fair Value for Stock Awards Granted in the Covered Year that are Unvested at End of Year $4 50,772 $2 57,486 $6 10,348 $3 47,917 $2 79,050 Change in Fair Value of Outstanding Unvested Stock Awards from Prior Year $1 21,557 $( 152,787)$ (85,607)$ (334,414)$ (148,321) Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year $2 7,727 $( 71,058)$ (20,451)$ (89,489)$ (65,488) Less: Fair Value of Stock Awards Forfeited during the Covered Year $( 47,291)$ (97,057) -- $( 80,580) Total Adjustment $5 52,765 $( 63,417)$ 504,291 $( 75,986)$ (15,339) (5)C ompany TSR is calculated to show the cumulative stockholder return on our common stock during the covered period. We did not pay any dividends in the covered years. (6)R epresents the weighted peer group TSR, weighted according to the respectivec ompanies’s tock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P Small Cap 600 Information Technology. (7)T he dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. (8)Y ear-over-year CV bookings growth is the percentage increase in bookings of our CV products with respect to a given covered year compared to the prior covered year. For purposes of calculating the 2024 amount, we have excluded CV bookings attributable to our former FeedbackNow business that was divested in August 2024. Financial Performance Measures As described in greater detail in “ExecutiveC ompensation– Compensation Discussion andA nalysis,”o ur executive compensation program reflects a variable pay-for-performance philosophy. The most important financial performance measures we used to link executive compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance are as follows: • CV Bookings • Modified Operating Income • Year-Over-Year CV Bookings Growth Analysis of the Information Presented in the Pay versus Performance Table While we utilize several performance measures to align executive compensation with our performance, all of these measures are not presented in the above Pay versus Performance Table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance Table.
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27 CAP versus TSR As shown in the chart below, the PEO's and, with the exception of 2023 and 2025, the otherN EOs’ CAP amounts are generally aligned with theC ompany’sT SR. This is due primarily to theC ompany’su se of equity incentives, which are tied directly to stock price in addition to thec ompany’sf inancial performance. The increases in the other NEO's CAP amounts for 2023 and 2025 are due primarily to the issuance of stock options, which have value only the extent that our stock price increases over the grant date stock price. The increase in the PEO's CAP amount for 2025 was due to the reinstatement of his base salary to $650,000 after it had been reduced to $1 on an annualized basis from May of 2023 until April of 2025. Prior to reduction in May 2023, Mr. Colony's base salary had been $600,000. CAP versus Net Income As shown in the chart below, while the variations in theC ompany’sn et income and the PEO and otherN EOs’ CAP have been directionally consistent most years, the decrease in the CAP amounts for the other NEOs was proportionately greater than the decrease in net income in 2022. This is due in large part to the significant emphasis the Company places on equity incentives, which are sensitive to changes in stock price. In addition, the disproportionately large decrease in net income in 2025 was due primarily to goodwill impairment charges of approximately $110.7 million. The increases in the PEO's cap amount for 2025 and the other NEO's CAP amounts for 2023 and 2025 are due to the reasons stated above in "CAP versus TSR." The Company does not use net income to determine compensation levels or incentive plan payouts.
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28 CAP versus Company-Selected Measure (CSM) The chart below compares the PEO and otherN EOs’ CAP to our CSM, year-over-year CV bookings growth, which indicates there is a very strong relationship between this CSM and CAP in most years. The increase in the PEO's CAP amount for 2025 and the other NEO's CAP amounts for 2023 and 2025 are due to the reasons stated above in "CAP versus TSR." The Company's amount of CV bookings is one of the two metrics used in determining the level of payout under our Executive Cash Incentive Plan, with the target level of CV bookings being derived from the targeted year-over-year CV bookings growth percentage reflected in the annual operating plan approved by the Board of Directors. In addition, we believe there is a strong correlation between our CV bookings growth and our stock price, which in turn leads to fluctuations in the CAP to our non-PEO NEOs, who receive equity incentives as part of their compensation.
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29 TSR: Company versus Peer Group As shown in the chart below, the Company's 5-year cumulative TSR is less than the companies included in our industry index, the S&P Small Cap 600 Information Technology. For more information regarding theC ompany’sp erformance and the companies that the Compensation Committee considers when determining compensation, refer to “ExecutiveC ompensation– Compensation Discussion andA nalysis.” The information contained above under the heading“ PayV ersusP erformance” shall not be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate it by reference in any such filing.
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30 REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS The Board of Directors has appointed an Audit Committee composed of three non-employee directors: Mr. Romine (Chair), Mr. Bradford, and Ms. Munchbach. Each of the members of the Audit Committee is “independent”a s defined under the NASDAQ Stock Market listing standards. The Board has determined that Mr. Romine is an “auditc ommittee financiale xpert”u nder applicable rules of the Securities and Exchange Commission (“SEC”), and the members of the Audit Committee satisfy the NASDAQ financial literacy standards. The Audit Committee is responsible for providing independent oversight of Forrester’s accounting functions and internal controls. The Audit Committee oversees Forrester’s financial reporting process on behalf of the Board of Directors, reviews financial disclosures, and meets privately, outside of the presence of management, with Forrester’s internal auditor and with representatives of the independent registered public accounting firm. The Audit Committee also selects and appoints the independent registered public accounting firm, reviews the performance of the independent registered public accounting firm, and reviews the independent registered public accountingf irm’sf ees. The Audit Committee operates under a written charter adopted by the Board of Directors. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussedF orrester’s audited financial statements for the fiscal year ended December 31, 2025 with Forrester’s management and with PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”),F orrester’s independent registered public accounting firm. The Audit Committee also reviewed the report of management contained in Forrester’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC, as well as PricewaterhouseCoopers’r eport included in Forrester’s Annual Report on Form 10-K related to its audit of (i) the consolidated financial statements and (ii) the effectiveness of internal control over financial reporting. The Audit Committee has discussed with PricewaterhouseCoopers the matters required to be discussed under the rules adopted by the Public Company Accounting Oversight Board( “PCAOB”).T he Audit Committee has received the written disclosures and the letter from PricewaterhouseCoopers required by the PCAOB regardingP ricewaterhouseCoopers’c ommunications with the Audit Committee concerning independence and has discussed with PricewaterhouseCoopers their independence. Based on the AuditC ommittee’sr eview and discussions noted above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for filing with the SEC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Warren Romine, Chair Neil Bradford Corinne Munchbach The information contained in the report above shall not be deemed to be “solicitingm aterial” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate it by reference in any such filing.
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31 OTHER INFORMATION Delinquent Section 16(a) Reports Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers and directors, and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission (“SEC”). Officers, directors and greater than 10% beneficial stockholders are required by SEC regulation to furnish to us copies of all Forms 3, 4 and 5 they file. Based solely on our review of copies of such forms which we received, we believe that all of our officers, directors, and greater than 10% beneficial owners complied on a timely basis with all filing requirements with respect to transactions during 2025, except for one report filed for Neil Bradford, one of our directors, with respect to shares withheld to satisfy tax withholding obligations upon the vesting of restricted stock units in 2025, and one report filed for Scott Chouinard, our Chief Accounting Officer and Treasurer, with respect to the vesting of restricted stock units, and shares withheld to satisfy tax withholding obligations upon such vesting, in 2025. Certain Relationships and Related Transactions Registration Rights and Non-Competition Agreement. At the time of our initial public offering, we entered into a registration rights and non-competition agreement with Mr. Colony which provides that if Mr.C olony’se mployment with us is terminated he will not compete with us for the one year period after the date of such termination. The agreement also provides that in the event we propose to file a registration statement under the Securities Act of 1933, as amended, with respect to an offering by us for our own account or the account of another person, or both, Mr. Colony shall be entitled to include shares held by him in such a registration, subject to the right of the managing underwriter of any such offering to exclude some or all of such shares from such registration if and to the extent the inclusion of the shares would adversely affect the marketing of the shares to be sold by us. The agreement also provides that Mr. Colony may require us to register shares under the Securities Act with a fair market value of at least $5 million, except that we are not required to effect such registration more than twice or at certain times described in the agreement. The agreement also provides that we will pay all expenses incurred in connection with such registration. Related Person Transactions Pursuant to its amended and restated charter, our Audit Committee has responsibility for the review and approval of all transactions between the Company and any related parties or affiliates of the Company, its officers, and directors. Related persons can include any of our directors or executive officers, certain of our stockholders, and any of their immediate family members. In evaluating related person transactions, the committee members apply the same standards they apply to their general responsibilities as members of a committee of the board of directors and as individual directors. The committee will approve a related person transaction when, in its good faith judgment, the transaction is in the best interest of the Company. To identify related person transactions, each year we require our directors and officers to complete a questionnaire identifying any transactions with the Company in which the officer or director or their family members have an interest. In addition, our Code of Business Conduct and Ethics includes our expectation that all directors, officers and employees who may have a potential or apparent conflict of interest will notify our legal department.
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32 PROPOSAL TWO: APPROVAL OF THE AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN In 1996, we adopted an Employee Stock Purchase Plan (the “PurchaseP lan”)t o provide a method by which our eligible employees may use voluntary, systematic payroll deductions to purchase shares of our common stock and thus acquire an interest in the future of our company. A total of 400,000 shares of common stock were initially available for purchase under the Purchase Plan. In 2002, our stockholders approved adding an additional 500,000 shares available for purchase under the Purchase Plan, in 2009 they approved adding an additional 600,000 shares, in 2018 they approved adding an additional 400,000 shares, and in 2022 they approved adding an additional 600,000 shares. As of the record date, approximately 2,287,144 shares of common stock had been purchased under the Purchase Plan, and approximately 212,856 shares remained available for purchase. On March 25, 2026, our Board of Directors voted, subject to approval by our stockholders, to further amend and restate the Purchase Plan in order to increase the number of shares of common stock available for purchase under the plan by 450,000 shares. Our Board of Directors believes that the Purchase Plan, as so amended, will allow us to attract and retain talented professionals and help align our employees’i ncentives with the objective of enhancing stockholder value. The following summarizes the key features of the Purchase Plan. Administration The Board of Directors, acting through our authorized officers, administers the Purchase Plan. The Board of Directors has properly delegated its authority to administer the Purchase Plan to the Compensation and Nominating Committee of the Board of Directors. Eligible Employees Each employee whose customary employment is more than 20 hours per week is eligible to participate in the Purchase Plan. The number of employees participating in the Purchase Plan as of the record date was approximately 159. Maximum Number of Shares Currently, up to 212,856 shares of our common stock remain available for purchase under the Purchase Plan. Our Board of Directors approved and recommends that the stockholders approve an increase of an additional 450,000 shares of our common stock available for purchase under the Purchase Plan. The number of shares available for purchase under the Purchase Plan is subject to adjustments for stock splits, stock dividends, recapitalizations, mergers, consolidations, or other changes in our common stock. Method of Participation An eligible employee may elect to participate in the Purchase Plan by executing and providing to us a payroll deduction authorization form at least 15 days prior to the first day of any six-month period in which eligible employees are granted options (as defined below) under the Purchase Plan. We refer to this six-month period as the“ optionp eriod.” Such eligible employee then becomes a“ participant” on the first day of the option period and remains a participant until his or her participation is terminated as provided in the Purchase Plan. By completing a payroll deduction authorization form, each participant designates a whole percentage of compensation to be withheld. The maximum amount that may be withheld per option period is $10,000, and the percentage withheld must not be less than 2% or more than 10% of compensation. During an option period and upon written notice, a participant may decrease (but not increase) the percentage —b y whole percentage points— of compensation withheld. We maintain a withholding account reflecting each participant’sp ayroll deductions during an option period. At the beginning of each option period, a participant is granted the right to purchase shares of our common stock under the Purchase Plan. We refer to this right as an “option.” On the last day of the option period, the option is deemed to be exercised for the number of whole shares equal to the quotient obtained by dividing the balance in thep articipant’sw ithholding account by the purchase price of our common stock. The Purchase Plan provides for a purchase price of our common stock equal to the lesser of (a) 85% of the fair market value of our common stock on the date of purchase (which is the last business day of the applicable option period) or (b) 85% of the fair market value on the first day of the applicable option period. The Purchase Plan defines fair market value as the closing price of our common stock on the relevant day. As soon as practicable after the end of an option period, we issue the shares purchased under the stock purchase plan.
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33 Holding Period Any shares of our common stock issued under the Purchase Plan to a participant pursuant to the exercise of an option may not be sold or otherwise transferred or encumbered for one year after the exercise date of the applicable option. Cancellation, Withdrawal, and Termination A participant who holds an option may cancel it at any time by written notice not less than two business days prior to the end of the applicable option period. A participant may also terminate a payroll deduction at any time by written notice. Upon any such cancellation or termination, thep articipant’sw ithholding account balance will be returned to the participant, without interest. Once a participant cancels or terminates participation, he or she must wait until a subsequent option period to rejoin the Purchase Plan. An eligible employee will cease to be a participant upon termination of employment for any reason, and any option held by such participant under the Purchase Plan will be deemed cancelled. We will return the balance of the withholding account to the participant, who will have no further rights under the Purchase Plan. The Board of Directors may terminate or suspend the Purchase Plan at any time. New Plan Benefits Under the Purchase Plan Because benefits under the Purchase Plan will depend on employees’e lections to participate and the fair market value of our common stock at various future dates, it is not possible to determine the benefits that will be received by executive officers and other employees if the Purchase Plan is approved by the stockholders. Non-employee directors are not eligible to participate in the Purchase Plan. During the fiscal year ended December 31, 2025, the following persons or groups purchased shares of common stock under the Purchase Plan as follows: Weighted Average Name and Position Number of Shares Purchase Price ($) George F. Colony Chief Executive Officer -- L. Christian Finn Chief Financial Officer -- Ryan Darrah Chief Legal Officer and Secretary -- Carrie Johnson Chief Product Officer 1,194 8.71 Sharyn Leaver Chief Research Officer -- Nate Swan Chief Sales Officer 1,779 8.70 All current executive officers as a group (9 persons) 2,973 8.70 All current non-employee directors as a group -- All employees, including all current officers who are not executive officers, as a group 143,007 8.84 Federal Income Tax Aspects of the Purchase Plan The Purchase Plan is intended to qualify as an “employees tock purchasep lan” or ESPP under Section 423 of the Internal Revenue Code. The following summary of certain federal income tax consequences assumes that the Purchase Plan so qualifies. The summary does not purport to be complete and, among other things, does not discuss the income tax laws of any municipality, state, or foreign country. No taxable income results when a Purchase Plan participant is granted or exercises an option. If the participant disposes of the shares acquired upon exercise more than two years after the date of grant of the option and more than one year after exercise, or dies at any time while holding the shares, the disposition will result in ordinary income equal to the lesser of (i) 15% of the fair market value of the stock at the time the option was granted, or (ii) the excess, if any, of the fair market value of the stock at the time of disposition or death over the exercise price. We will not be entitled to a deduction for this ordinary income amount. A participant who disposes of the shares during the one-year or two-year holding periods described above will have ordinary income in the year of the disposition equal to the excess of the fair market value of the stock at the time the option was exercised over the exercise price, and a corresponding deduction will be available to us. Any additional gain, or any loss, recognized by the participant in connection with the disposition will be taxable as a capital gain or loss, long-term or short-term depending on thep articipant’sh olding period in the shares.
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34 Market Value of Our Common Stock The closing price of our common stock, as reported on the Nasdaq Global Select Market on March 26, 2026, was $5.84 per share. Recommendation and Vote Our Board of Directors believes that the increase in the number of shares available under the Purchase Plan will promote the interests of the stockholders and enable us to attract, retain and compensate employees. OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN.
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35 PROPOSAL THREE: RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 PricewaterhouseCoopers LLP audited our financial statements for the fiscal year ended December 31, 2025. Our Audit Committee has selected PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Although stockholder approval of the selection of PricewaterhouseCoopers LLP is not required by law, our Board of Directors believes that it is advisable to give stockholders an opportunity to ratify this selection. If stockholders do not approve this proposal at the 2026 annual meeting, our Audit Committee will reconsider its selection of PricewaterhouseCoopers LLP. If stockholders do ratify this appointment, the Audit Committee, which has direct authority to engage our independent registered public accounting firm, may appoint a different independent registered public accounting firm at any time during the year if it determines that the change would be in the best interests of Forrester and our stockholders. The Audit Committee has approved all services provided to Forrester by PricewaterhouseCoopers LLP during 2025. Representatives of PricewaterhouseCoopers LLP are expected to be present at the 2026 annual meeting. They will have the opportunity to make a statement if they desire to do so and will also be available to respond to appropriate questions from stockholders. Independent Auditors’F ees and Other Matters The following table presents the aggregate fees billed or expected to be billed by PricewaterhouseCoopers LLP (“PwC”)a nd its affiliates for fiscal 2025 and fiscal 2024. Fiscal 2025 Fiscal 2024 Audit Fees(1)$ 2,055,100 $1 ,760,696 Audit-Related Fees(2)— — Tax Fees(3)2 1,944 19,946 All Other Fees(4)2 ,125 2,125 Total Fees $2 ,079,169 $1 ,782,767 (1)A udit fees are fees related to professional services rendered by PwC and its affiliates in connection with the audit of our financial statements and our internal controls over financial reporting, the reviews of our interim financial statements included in each of our quarterly reports on Form 10-Q, international statutory audits, and review of other SEC filings. (2)T here were no audit-related fees in fiscal 2025 or fiscal 2024. (3)T ax fees are fees billed for professional services related to tax compliance and tax consulting services. (4)A ll other fees include licenses to web-based accounting and finance reference materials. AuditC ommittee’sP re-Approval Policy and Procedures The Audit Committee approves the engagement of our independent registered public accounting firm to render any audit or non- audit services. At a regularly scheduled Audit Committee meeting, management or a representative of theC ompany’si ndependent registered public accounting firm summarizes the services to be provided by the firm and the fees that will be charged for the services. Thereafter, if new services or dollar amounts in excess of those pre-approved at the meeting are proposed, they are either presented for pre-approval at the next meeting of the Audit Committee or approved by the Chair of the Audit Committee pursuant to delegated authority. At subsequent meetings, the Audit Committee is provided a listing of any newly pre-approved services since the last meeting, and an updated projection for the current year of the estimated annual fees to be paid to the firm for all pre-approved audit and permissible non-audit services. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.
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36 PROPOSAL FOUR: NON-BINDING VOTE ON EXECUTIVE COMPENSATION We have implemented an executive compensation program that rewards performance. Our executive compensation program is designed to attract, retain and motivate the key individuals who are most capable of contributing to the success of our Company and building long-term value for our stockholders. The elements of our executives’t otal compensation are base salary, cash incentive awards, equity incentive awards, severance and change of control benefits, and other employee benefits. We have designed a compensation program that makes a substantial portion of executive pay variable, subject to increase when performance targets are exceeded, and subject to reduction when performance targets are not achieved. We believe our executive compensation program strikes the appropriate balance between utilizing responsible, measured pay practices and providing incentives to our executives to create value for our stockholders. We believe this is evidenced by the following: • The mix of compensation among base salary and cash incentives. • Generally our compensation policies and practices are uniform across each of our business units and geographic regions. • Our bonus plan for executive officers provides for multiple payout levels based on targets established and approved by our Compensation and Nominating Committee during the first quarter of the applicable plan year. • We require that minimum threshold performance targets be achieved before any bonuses under our executive cash incentive plan are paid, and bonus payouts under our executive cash incentive plan are capped. • We use multiple performance measures under our executive cash incentive plan, including CV bookings and modified operating income. • We currently grant equity-based awards to executives under our equity incentive plan subject to multi-year or performance-based vesting criteria, and require that the executive remain employed through the vesting date or when performance criteria are measured to realize the value of these awards. The Board endorses theC ompany’se xecutive compensation program and recommends that stockholders vote in favor of the following resolution: RESOLVED, that the stockholders approve the compensation of theC ompany’sn amed executive officers as described in this proxy statement under“ ExecutiveC ompensation”,i ncluding the Compensation Discussion and Analysis and the tabular and narrative disclosure contained in this proxy statement. Because the vote is non-binding, neither the Board of Directors nor the Compensation and Nominating Committee of the Board will be required to take any action as a result of the outcome of the vote on this proposal. The Compensation and Nominating Committee will carefully consider the outcome of the vote when evaluating future executive compensation arrangements. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.
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37 STOCKHOLDER PROPOSALS Stockholder proposals to be considered at the Annual Meeting of Stockholders in 2027 must be received by December 1, 2026 to be considered for inclusion in our proxy materials for that meeting. Stockholders who wish to make a proposal at the 2027 annual meeting, other than proposals included in our proxy materials, or who wish to nominate individuals for election as directors, must notify us between January 12, 2027 and February 11, 2027 in a manner that satisfies the requirements specified in our by-laws. If the stockholder does not notify us by February 11, 2027 or the notice is not in accordance with the requirements specified in our by-laws, the proxies will have discretionary authority to vote on a stockholder’s proposal brought before the meeting. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than theC ompany’sn ominees must also comply with the additional requirements of Rule 14a-19 under the Securities Exchange Act of 1934. OTHER BUSINESS The Board of Directors has no knowledge of any other matter that may come before the annual meeting and does not, itself, currently intend to present any other such matter. FORM 10-K A copy of our annual report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission will be sent to stockholders without charge by writing to Forrester Research, Inc., Investor Relations, 60 Acorn Park Drive, Cambridge, Massachusetts 02140.
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A-1 Exhibit A FORRESTER RESEARCH, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN SECTION 1. PURPOSE OF PLAN The purpose of this Forrester Research, Inc. Amended and Restated Employee Stock Purchase Plan (the “Plan”)i s to provide employees of Forrester Research, Inc. ("Forrester") and its participating subsidiaries (as defined in Section 19) (such subsidiaries, together with Forrester, are hereinafter referred to as the "Company") who wish to become shareholders of Forrester an opportunity to purchase shares of the Common Stock of Forrester (the "Stock"). The Plan is an amendment and restatement of the Forrester Research, Inc. Third Amended and Restated Employee Stock Purchase Plan, effective March 22, 2022, which was an amendment and restatement of the Second Amended and Restated Employee Stock Purchase Plan, effective March 23, 2018, which was an amendment and restatement of the Amended and Restated Employee Stock Purchase Plan, effective March 27, 2009, as subsequently amended effective October 25, 2011, which was an amendment and restatement of the Forrester Research, Inc. 1996 Employee Stock Purchase Plan, as subsequently amended effective January 29, 2002. The Plan, subject to shareholder approval as described in Section 22, shall be effective on March 25, 2026, the date it was adopted by the Board of Directors of Forrester. The Plan is intended to constitute an “employees tock purchasep lan” within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the “Code”). SECTION 2. STOCK SUBJECT TO THE PLAN The maximum aggregate number of shares of Stock available under the Plan (subject to adjustment as provided in Section 10) for issuance pursuant to the exercise of options ("Options") granted under the Plan to employees of the Company ("Employees") who meet the eligibility requirements set forth in Section 3 hereof ("Eligible Employees") shall be (a) 450,000 shares, plus (b) 212,856 shares, which was the aggregate number of shares remaining issuable under the Plan as of March 25, 2026. The Stock to be delivered upon exercise of Options under the Plan may be either shares of authorized but unissued Stock or previously issued shares reacquired by Forrester and held in treasury, as Forrester's Board of Directors (the "Board of Directors") may determine. SECTION 3. ELIGIBLE EMPLOYEES Except as otherwise provided below, each Employee who is employed by the Company on a regular basis (and not a temporary basis) for the Company for at least 20 hours per week shall be eligible to participate in the Plan (each, an “Eligible Employee”). (a) Any Employee who immediately after the grant of an Option to him or her would (in accordance with the provisions of Sections 423 and 424(d) of the Code) own stock possessing 5% or more of the total combined voting power or value of all classes of stock of the employer corporation or of its parent or subsidiary corporations, as the terms“ parent corporation” and“ subsidiary corporation” are defined in Section 424(e) and (f) of the Code, shall not be eligible to receive an Option to purchase Stock pursuant to the Plan. For purposes of determining stock ownership under this paragraph, the rules of Section 424(d) of the Code shall apply, and Stock which the Employee may purchase under outstanding Options shall be treated as stock owned by the Employee. (b) No Employee shall be granted an Option that permits the Employee's rights to purchase shares of Stock under the Plan and under all other Section 423(b) employee stock purchase plans of Forrester and any parent and subsidiary corporations to accrue at a rate that exceeds $25,000 of fair market value of such stock (determined at the time such Option is granted) for each calendar year in which any such Option granted to such Employee is outstanding at any time, as provided in Sections 423(b)(8) of the Code. SECTION 4. METHOD OF PARTICIPATION The stock option periods for which Options may be granted hereunder shall consist of six-month periods commencing on each March 1 and September 1 (each, an “OptionP eriod”). Each person who will be an Eligible Employee on the first day of any Option Period may elect to participate in the Plan by executing and delivering, at least 15 days prior to such day, a payroll deduction authorization in accordance with Section 5 and such procedures as may be prescribed by and in a form acceptable to the Board of Directors, acting by and through the Chief Financial Officer or any other authorized officer. Such Eligible Employee will thereby become a participant ("Participant") on the first day of such Option Period and will remain a Participant until the Employee's participation is terminated as provided in the Plan. Each Participant’sa uthorization on file under the Plan will continue to succeeding Option Periods as long as the Plan remains in effect, unless a Participant files a new authorization or withdraws from the Plan.
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A-2 SECTION 5. PAYROLL DEDUCTION An Eligible Employee may request payroll deductions in an amount (expressed as a whole percentage) of not less than two percent (2%) but not more than ten percent (10%) of the Participant's total Compensation by means of substantially equal payroll deductions over the Option Period. All amounts withheld in accordance with a Participant's payroll deduction authorization will be credited to a withholding account for such Participant and shall be deposited with the general funds of the Company. No interest will be payable on such withholding account. In no event shall more than $10,000 be withheld with respect to any Participant for any Option Period. For purposes of the Plan, "Compensation" shall mean (i) regular base wages or salary (including Company-paid short- term disability compensation, and any pre-tax salary reduction contributions made by the Participant to any Code Section 401(k) plan, Code Section 125 cafeteria or flexible spending plan, Code Section 129 dependent care plan, and Code Section 132(f) qualified transportation fringe benefit plan), and (ii) any overtime, paid time off, cash bonuses, and commissions paid to a Participant by the Company for the relevant period. There shall be excluded from Compensation (i) income arising from any profit-sharing, non- qualified deferred compensation, welfare benefit plan or other employee benefit plan (including payments and benefits relating to severance, relocation allowances, equalization payments, and expense reimbursement), (ii) income arising from any Company equity- based compensation plan, and (iii) any other compensation or remuneration determined not to be “Compensation” by the Board in accordance with Code Section 423. A Participant may reduce the withholding rate of his or her payroll deduction authorization by one or more whole percentage points (but not to below 2%) at any time during an Option Period (but not more than once per Option Period) by delivering written notice to the Company, such reduction to take effect prospectively as soon as practicable, as determined by the Board of Directors acting by and through the Chief Financial Officer or any other authorized officer, following receipt of such notice by the Company. A Participant may increase or reduce the withholding rate of his or her payroll deduction authorization for a future Option Period by written notice delivered to the Company at least 15 days prior to the first day of the Option Period as to which the change is to be effective. If aP articipant’sa ccumulated payroll deductions on the last day of the Option Period would otherwise enable the Participant to purchase shares of Stock in excess of the limitation described in Section 3(b), the excess of the amount of the accumulated payroll deductions over the aggregate purchase price of the shares actually purchased shall be promptly refunded to the Participant by the Company, without interest. A Participant may cancel participation and withdraw from the Plan in accordance with Section 12 below. SECTION 6. GRANT OF OPTIONS Each person who is a Participant on the first day of an Option Period will as of such day be granted an Option for such Option Period. Such Option will be for the number of whole shares (not in excess of the share maximum as hereinafter defined) of Stock to be determined by dividing (i) the balance in the Participant's withholding account on the last day of the Option Period, by (ii) the option price per share of the Stock determined under Section 7. For purposes of the preceding sentence, the share maximum with respect to any Option for any Option Period shall be the largest number of shares which, when multiplied by the fair market value of a share of Stock at the beginning of the Option Period, produces a dollar amount of $12,500 or less. The number of shares of Stock receivable by each Participant upon exercise of his or her Option for an Option Period will be reduced, on a substantially proportionate basis, in the event that the number of shares then available under the Plan is otherwise insufficient. SECTION 7. OPTION PRICE The per share exercise price (the “OptionP rice”) for each such Option shall be the lesser of (i) 85% of the fair market value of the Stock on the date on which the Option was granted pursuant to Section 4 and (ii) 85% of the fair market value of the Stock on the date on which the Option is deemed exercised pursuant to Section 8. Fair market value on any given day shall mean the Closing Price of the Stock on such day or, if there was no Closing Price on such day, the latest day prior thereto on which there was a Closing Price. The "Closing Price" of the Stock on any business day shall be the last sale price as reported on the principal market on which the Stock is traded or, if no last sale is reported, then the fair market value as determined by the Board of Directors. A good faith determination by the Board of Directors as to fair market value shall be final and binding. SECTION 8. EXERCISE OF OPTIONS; ISSUANCE OF STOCK Subject to the limitations in Section 18, each Eligible Employee who is a Participant in the Plan on the last day of an Option Period shall be deemed to have exercised his or her Option on such date and thereby to have purchased from Forrester such number of full shares of Stock reserved for the purpose of the Plan, as theP articipant’sa ccumulated payroll deductions will purchase at the Option Price, subject to the limitations described in Sections 3(b) and 6. Upon such exercise, the balance of the Participant's withholding account shall be applied to the purchase of the number of whole shares of Stock determined under Section 6 and as soon
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A-3 as practicable thereafter a book entry shall be made in the stock ledger of the Company to evidence the issuance of shares to the Participant. Shares of Stock purchased upon exercise of an Option shall be issued only in the name of the Participant. Notwithstanding the foregoing, the Board of Directors may permit or require that any purchased shares of Stock be deposited directly with a broker designated by the Board, and held by such broker for the pendency of the holding period described in Section 9. In the event that the balance of the Participant's withholding account following an Option Period is in excess of the total purchase price of the shares so issued, the balance of the withholding account shall be returned to the Participant; provided, however, that if the balance left in the withholding account consists solely of an amount equal to the value of a fractional share, it shall be retained in the withholding account and carried over to the next succeeding Option Period, but no other amounts may be carried forward. The entire balance of the Participant's withholding account following the final Option Period shall be returned to the Participant. No fractional shares will be issued hereunder. Notwithstanding anything herein to the contrary, Forrester's obligation to issue and deliver shares of Stock under the Plan is subject to the approval required of any governmental authority in connection with the authorization, issuance, sale or transfer of said shares, to any requirements of any national securities exchange applicable thereto, and to compliance by the Company with other applicable legal requirements in effect from time to time, including without limitation any applicable tax withholding requirements. SECTION 9. HOLDING PERIOD Any shares of Stock issued under this Plan to a Participant pursuant to the exercise of an Option granted on or after March 1, 2012 may not be sold, assigned, pledged, encumbered, or otherwise transferred by such Participant for a period of one (1) year after the exercise date of the applicable Option. By purchasing Stock pursuant to the exercise of an Option, the Participant shall be deemed to have agreed to these restrictions on the transferability of shares of Stock. SECTION 10. CHANGE IN CAPITALIZATION, MERGER In the event of any change in the outstanding Stock of Forrester by reason of a stock dividend, split-up, recapitalization, merger, consolidation, reorganization, or other capital change after the effective date of this Plan, the aggregate number of shares available under the Plan, the number of shares under Options granted but not exercised, the maximum number of shares of Stock purchasable by any one Participant and the Option Price shall be appropriately adjusted; provided, however, that no such adjustment shall be made unless Forrester shall be satisfied that it will not constitute a modification of the Options granted under the Plan or otherwise disqualify the Plan as an employee stock purchase plan under the provisions of Section 423 of the Code. In the event of a sale of all or substantially all of the Stock or a sale of all or substantially all of the assets of Forrester, or a merger or similar transaction in which Forrester is not the surviving corporation or which results in the acquisition of Forrester by another person, the Board in its sole discretion will (a) if Forrester is merged with or acquired by another corporation, provide that each Option will be assumed or a substitute Option granted by the acquiror or successor corporation or a parent or subsidiary of the acquiror or successor corporation, (b) cancel each Option and return the balances in Participants’w ithholding accounts to the Participants, (c) pursuant to Section 17, accelerate the exercise date of each Option to a date on or before the date of the proposed sale or merger, or (d) permit each Option to continue unchanged. SECTION 11. EQUAL RIGHTS AND PRIVILEGES; NO TRANSFER OR ASSIGNMENT OF PARTICIPANT'S RIGHTS Except as otherwise provided in Section 19, all Participants granted Options under the Plan within a single Option Period shall have the same rights and privileges, and each Participant’sr ights and privileges under the Plan shall be exercisable during the Participant's lifetime only by the Participant, and shall not be sold, pledged, assigned, or transferred in any manner. In the event any Participant violates the terms of this Section, any Option held by such Participant may be terminated by the Company and upon return to the Participant of the balance of his or her withholding account, all his or her rights under the Plan shall terminate. SECTION 12. CANCELLATION AND WITHDRAWAL A Participant who holds an Option under the Plan may at any time prior to exercise thereof under Section 8 cancel such Option as to all (but not less than all) the shares of Stock subject or to be subject to such Option by written notice delivered to the Company not less than two (2) business days prior to the end of the applicable Option Period, in which case the Company will promptly refund the entire balance of the Participant's withholding account not previously used to purchase Stock under the Plan, without interest. A Participant may terminate a payroll deduction authorization as of any date by written notice delivered to the Company and will thereby cease to be a Participant as of such date. Any Participant who voluntarily terminates a payroll deduction authorization prior to the last day of an Option Period will be deemed to have cancelled the related Option.
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A-4 Any Participant who cancels an Option or terminates a payroll deduction authorization may at any time thereafter again become a Participant by completing a new authorization form prior to the beginning of any subsequent Option Period in accordance with Section 4 provided that such individual is then an Eligible Employee. SECTION 13. TERMINATION OF EMPLOYMENT Subject to Section 14, whenever a Participant ceases to be an Eligible Employee because of retirement, voluntary or involuntary termination, resignation, layoff, discharge, death or for any other reason, his or her Option rights under the Plan shall immediately terminate and the Company shall promptly refund, without interest, the entire balance of his or her withholding account under the Plan. Such Participant shall have no further rights under the Plan. Notwithstanding the foregoing, eligible employment shall be treated as continuing intact while a Participant is on a military leave, sick leave or other bona fide leave of absence that lasts for up to 90 days, or for so long as theP articipant’sr ight to re- employment is guaranteed either by statute or by contract, if longer than 90 days. If aP articipant’sp ayroll deductions are interrupted by any legal process, a withdrawal notice will be considered as having been received from the Participant on the day the interruption occurs. SECTION 14. DEATH OF PARTICIPANT A Participant may file a written designation of beneficiary specifying who is to receive any Stock and/or cash credited to the Participant under the Plan in the event of the Participant's death, which designation will also provide for the Participant's election to either (i) cancel the Participant's Option upon his or her death, as provided in Section 12 or (ii) apply as of the last day of the Option Period the balance of the deceased Participant's withholding account at the time of death to the exercise of the related Option, pursuant to Section 8. In the absence of a valid election otherwise, a Participant's death will be deemed to effect a cancellation of the Option. A designation of beneficiary and election may be changed by the Participant at any time, by written notice to the Company. In the event of the death of a Participant and receipt by the Company of proof of the identity and existence at the Participant's death of a beneficiary validly designated by him or her under the Plan, the Company shall deliver to such beneficiary such Stock and/or cash to which the beneficiary is entitled under the Plan. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant's death, the Company shall deliver such Stock and/or cash to the executor or administrator of the estate of the Participant, if the Company is able to identify such executor or administrator. If the Company is unable to identify such administrator or executor, the Company, in its discretion, may deliver such stock and/or cash to the spouse or to any one or more dependents of such Participant as the Company may determine. No beneficiary shall, prior to the death of the Participant by whom he has been designated, acquire any interest in any Stock or cash credited to the Participant under the Plan. SECTION 15. NO SPECIAL EMPLOYMENT RIGHTS The Plan does not, directly or indirectly, create in any Employee any right with respect to continuation of employment by the Company, and it shall not be construed to interfere in any way with theC ompany’sr ight to terminate, or otherwise modify, an Employee’se mployment at any time. SECTION 16. ADMINISTRATION OF PLAN The Plan shall be administered by the Board of Directors, which shall have the right to determine any questions which may arise regarding the interpretation and application of the provisions of the Plan, to remedy any defect, omission or inconsistency in the Plan, and to make, administer, and interpret such rules and regulations in each case as it will deem necessary or advisable. The interpretation and construction by the Board of Directors of any provisions of the Plan or of any Option granted under it shall be final and binding. The Board of Directors may from time to time adopt such rules and regulations for carrying out the Plan as it may deem appropriate. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a “Committee”).A ll references in the Plan to the“ Board” shall mean any Committee or the Board, as applicable. The Board may specify the manner in which employees are to provide notices and payroll deduction authorizations. Notwithstanding any requirement of “writtenn otice” herein, the Board may permit employees to provide notices and payroll deduction authorizations electronically.
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A-5 No member of the Board of Directors shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted under it. The Company shall indemnify and hold harmless the members of the Board, and each officer and employee of the Company acting at the Board's direction with respect to Plan matters, from and against any and all losses, claims, damages or liabilities, including attorney's fees and amounts paid with the approval of the Board in any settlement, arising out of or resulting from any act, omission, interpretation, or determination made with respect to the Plan, unless arising out of or resulting from such person's own fraud or bad faith. Such indemnification shall be in addition (but without duplication) to any rights to indemnification or insurance that such person may have as a director, officer or employee of the Company or under the by-laws of the Company. SECTION 17. AMENDMENT AND TERMINATION OF PLAN Forrester reserves the right at any time or times to amend the Plan to any extent and in any manner it may deem advisable by vote of the Board of Directors; provided, however, that any amendment that may (i) materially increase the aggregate number of shares which may be issued under the Plan (other than an adjustment provided for in Section 10), or (ii) change the corporations or class of corporations whose employees may be offered Options under the Plan, if such action would be treated as the adoption of a new plan for purposes of Section 423(b) of the Code, shall have no force or effect unless it is approved by the shareholders within twelve months before or after its adoption. The Plan and any Option Period may be terminated or suspended at any time by the Board of Directors. Upon termination of the Plan, the Board of Directors may either (i) provide that then-outstanding Options be administered in accordance with their terms, or (ii) accelerate the exercise date for then-outstanding Options by specifying that the Option Period in which such action occurs will end on a date earlier than its originally scheduled end date. SECTION 18. RESTRICTIONS ON THE EXERCISE OF OPTIONS The Board of Directors, in its sole discretion, may require as a condition to the exercise of Options that the underlying shares be registered under the Securities Act of 1933, as amended, and that all other legal requirements necessary, or in the Board of Directors' opinion, desirable from theC ompany’ss tandpoint, to the exercise of the Options be satisfied or waived. SECTION 19. PARTICIPATING SUBSIDIARIES (a)T he term “participatings ubsidiary”s hall mean any present or future subsidiary of Forrester, as that term is defined in Section 424(f) of the Code, which is designated from time to time by the Board of Directors to participate in the Plan. The Board of Directors shall have the power to make such designation before or after the Plan is approved by the shareholders. The Board of Directors may determine that Forrester and any participating subsidiaries shall be deemed to participate in separate offerings with different terms and conditions as permitted by Section 423 of the Code, provided that the terms of participation by any Eligible Employees within any such separate offering satisfy the equal rights and privileges requirements of Section 423 of the Code. (b)I n order to comply with the laws of a non-U.S. jurisdiction, Options may be granted to Employees of Forrester or a Participating Subsidiary who are citizens or residents of such non-U.S. jurisdiction (without regard to whether they are also citizens of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) with terms that are less favorable (but no more favorable) than the terms of the Options granted under the Plan or an offering to Eligible Employees who are resident in the United States. Notwithstanding anything to the contrary in other provisions of the Plan or an offering, Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to whether they are also citizens of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from eligibility under the Plan or an offering if (i) the grant of an Option under the Plan or an offering to a citizen or resident of the non-U.S. jurisdiction is prohibited under the laws of such jurisdiction, or (ii) compliance with the laws of the non-U.S. jurisdiction would cause the Plan or an offering to violate the requirements of Section 423 of the Code. Forrester may add one or more appendices to the Plan describing the operation of the Plan in those jurisdictions in which Eligible Employees are granted less favorable Options or in which Employees are excluded from participation. (c)T he Board of Directors may from time to time establish one or more sub-plans under the Plan with respect to one or more Participating Subsidiaries, provided that such sub-plan complies with Section 423 of the Code. To the extent permitted by Section 423 of the Code, such sub-plans may provide for separate offerings with different terms for Participating Subsidiaries. SECTION 20. OPTIONEES NOT SHAREHOLDERS An Employee shall not have any of the rights and privileges of a shareholder of Forrester and shall not receive any dividends in respect to any shares of Stock subject to an Option hereunder, unless and until such Option has been exercised, full payment has been made for such Stock, and the Stock has been issued.
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A-6 SECTION 21. TAXES Payroll deductions shall be made on an after-tax basis. The Company shall have the right, as a condition of exercise, to make such provision as it deems necessary to satisfy its obligations to withhold federal, state, local income or other taxes incurred by reason of the purchase or disposition of Stock under the Plan. In the Board of Directors' discretion and subject to applicable law, such tax obligations may be paid in whole or in part by delivery of Stock to the Company, including Stock purchased under the Plan, valued at fair market value (defined as the closing stock price on the date of delivery). The Company may, to the extent permitted by law, deduct any tax obligations from any payment of any kind due to the Participant or withhold Stock purchased hereunder, which shall be valued at fair market value (defined as the closing stock price on the date of withholding). SECTION 22. APPROVAL OF SHAREHOLDERS The Plan as hereby amended and restated is subject to the approval of the shareholders of Forrester, which must be secured within twelve months before or after the date the Plan as hereby amended and restated is adopted by the Board of Directors, and any Option granted hereunder prior to such approval is conditioned on such approval being obtained prior to the exercise thereof. The Plan was previously last approved by shareholders of Forrester on May 10, 2022. SECTION 23. INFORMATION REGARDING DISQUALIFYING DISPOSITIONS By electing to participate in the Plan, each Participant agrees to provide any information about any transfer of Stock acquired under the Plan that occurs within two years after the first business day of the Option Period in which such Stock was acquired as may be requested by the Company or any subsidiary corporation in order to assist it in complying with the tax laws. SECTION 24. GOVERNING LAW The Plan shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof, and shall be construed accordingly.
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COMPANY INFORMATION Board Of Directors George F. Colony Chairman of the Board and Chief Executive Officer Robert Bennett Founder and Former Chief Executive Officer, EngageSmart, Inc. Neil Bradford Chief Executive Officer, General Index Limited Anthony Friscia Founder and Former President and CEO, AMR Research, Inc. Corinne Munchbach Former Chief Executive Officer, BlueConic, Inc. Warren Romine Founder and Managing Director, Orchard Knob Capital LLC Executive Officers George F. Colony Chairman of the Board and Chief Executive Officer Andrew Cox Chief Marketing Officer Ryan D. Darrah Chief Legal Officer and Secretary Michael Facemire Chief Technology Officer Christophe Favre Chief Sales Officer L. Christian Finn Chief Financial Officer Jobina Gonsalves Chief People Officer Carrie Johnson Chief Product Officer Sharyn Leaver Chief Research Officer Annual Meeting Forrester’s annual meeting of stockholders will be held at 10 a.m. EDT on May 12, 2026, online at virtualshareholdermeeting.com/FORR2026. Investor Relations Requests for financial information should be sent to: Investor Relations Forrester Research, Inc. 60 Acorn Park Drive Cambridge, MA 02140 USA Tel: +1 617.613.6000 Fax: +1 617.613.5000 Email: investor@forrester.com Transfer Agent Computershare Investor Services P.O. Box 30170 College Station, TX 77842-3170 www.computershare.com/investor Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP Boston, MA Legal Counsel Choate Hall & Stewart LLP Boston, MA Stock Listing And Trading Symbol Forrester’s common stock is listed on the Nasdaq Global Select Market under the trading symbol “FORR.” Corporate Headquarters Forrester Research, Inc. 60 Acorn Park Drive Cambridge, MA 02140 USA Tel: +1 617.613.6000 Fax: +1 617.613.5000 www.forrester.com ©2026 Forrester Research, Inc. All rights reserved. Reproduction in any form without prior written permission is forbidden.
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forrester.com ©2026 Forrester Research, Inc. All Rights Reserved. Americas EMEA Asia Pacific +1 617 613 6000 +44 20 7323 7600 +65 6426 7000 2025 ANNUAL REPORT