What changed in this filing

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Item 1. Financial Statements

2025-11-04 compared with 2025-08-05 · 188 added, 154 removed, 641 unchanged (35% of the section changed)

4 unchanged sentences

in thousands, except share data)

June 30, December 31,

September 30, December 31,

Current assets:

38 unchanged sentences

in thousands, except per share data)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

2 unchanged sentences

Consulting 123,573 127,622 418,873 405,291

Other 55,221 71,384 177,427 232,834

Total revenues 1,524,072 1,484,306 4,744,656 4,552,292

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Acquisition and integration charges — 159 — 977

Goodwill impairment 150,000 — 150,000 —

Total costs and expenses 1,437,728 1,238,482 4,053,184 3,713,800

1 unchanged sentence

Interest expense, net ( 16,279 ) ( 17,961 ) ( 41,493 ) ( 57,170 )

Other income, net 2,498 504 4,887 5,395

Gain on event cancellation insurance claims — 300,000 — 300,000

Other (expense) income, net ( 583 ) ( 991 ) 4,304 4,404

Income before income taxes 69,482 526,872 654,283 1,085,726

12 unchanged sentences

in thousands)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

11 unchanged sentences

in thousands)

Three and Six Months Ended June 30, 2025

Three and Nine Months Ended September 30, 2025

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss, Net Accumulated Earnings Treasury Stock Total

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Balance at June 30, 2025 $ 82 $ 2,602,976 $ ( 46,615 ) $ 6,444,729 $ ( 7,468,546 ) $ 1,532,626

Three and Six Months Ended June 30, 2024

Net income — — — 35,357 — 35,357

Other comprehensive income — — 10,370 — — 10,370

Issuances under stock plans — 6,961 — — 800 7,761

Common share repurchases (including excise tax) — — — — ( 1,060,085 ) ( 1,060,085 )

Stock-based compensation expense — 30,523 — — — 30,523

Balance at September 30, 2025 $ 82 $ 2,640,460 $ ( 36,245 ) $ 6,480,086 $ ( 8,527,831 ) $ 556,552

Three and Nine Months Ended September 30, 2024

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss, Net Accumulated Earnings Treasury Stock Total

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Balance at June 30, 2024 $ 82 $ 2,421,835 $ ( 81,653 ) $ 5,179,385 $ ( 6,872,990 ) $ 646,659

Net income — — — 415,049 — 415,049

Other comprehensive income — — 26,020 — — 26,020

Issuances under stock plans — 4,486 — — 1,869 6,355

Common share repurchases (including excise tax) — — — — ( 63,744 ) ( 63,744 )

Stock-based compensation expense — 34,343 — — — 34,343

Balance at September 30, 2024 $ 82 $ 2,460,664 $ ( 55,633 ) $ 5,594,434 $ ( 6,934,865 ) $ 1,064,682

See the accompanying notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

in thousands)

Six Months Ended

Nine Months Ended

September 30,

Operating activities:

4 unchanged sentences

Deferred taxes ( 43,043 ) ( 5,800 )

Goodwill impairment 150,000 —

Loss on impairment of lease related assets 4,702 2,950

23 unchanged sentences

Cash used in financing activities ( 1,467,475 ) ( 615,557 )

Net increase (decrease) in cash and cash equivalents and restricted cash 215,572 ( 48,456 )

Net (decrease) increase in cash and cash equivalents and restricted cash ( 562,964 ) 454,214

Effects of exchange rates on cash and cash equivalents 60,547 ( 5,521 )

8 unchanged sentences

IT) delivers actionable, objective business and technology insights that drive smarter decisions and stronger performance on an organization’s mission-critical priorities.

Gartner delivers its products and services globally through three business segments:

Business and Technology Insights, Conferences and Consulting.

Gartner delivers its products and services globally through three reportable segments:

Business and Technology Insights (or “Insights”), Conferences and Consulting.

Revenues and other financial information for the Company’s segments are discussed in Note 6 — Segment Information.

In the second quarter of 2025, the Company renamed its segment previously referred to as Research to Business and Technology Insights (or “Insights”) to reflect the nature of the value the Company provides to clients.

The Company’s expert guidance and tools enable faster, smarter decisions and stronger performance on an organization’s mission-critical priorities.

In the second quarter of 2025, the Company renamed its segment previously referred to as Research to Business and Technology Insights to reflect the nature of the value the Company provides to clients.

In the third quarter of 2025, the Company changed the structure of its internal organization and concluded that Gartner Digital Markets (or “Digital Markets”) is an operating segment but does not meet the criteria of a reportable segment.

Accordingly, Digital Markets results are now included in “Other” where segment information is provided.

Digital Markets was previously included in the Company's Insights segment.

Prior periods have been recast to conform to current period presentation.

Basis of presentation .

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In the opinion of management, all normal recurring accruals and adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented herein have been included.

The results of operations for the three and six months ended June 30, 2025 may not be indicative of the results of operations for the remainder of 2025 or beyond.

The results of operations for the three and nine months ended September 30, 2025 may not be indicative of the results of operations for the remainder of 2025 or beyond.

When used in these notes, the terms “Gartner,” the “Company,” “we,” “us,” or “our” refer to Gartner, Inc.

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Cash and cash equivalents and restricted cash.

During the six months ended June 30, 2024, the Company paid $ 0.6 million of restricted cash for deferred consideration related to a 2022 acquisition.

During the nine months ended September 30, 2024, the Company paid $ 0.6 million of restricted cash for deferred consideration related to a 2022 acquisition.

Revenue recognition.

4 unchanged sentences

Note 3 — Revenue and Related Matters provides additional information regarding the Company’s revenues.

Gain on event cancellation insurance claims.

On July 25, 2024 the Company entered into a settlement agreement to resolve litigation concerning the Company's event cancellation insurance for 2020 and 2021.

The settlement resolved all remaining 2020 and 2021 event cancellation insurance claims for $ 300.0 million, which the Company received in August 2024.

The Company does not record any gain on insurance claims in excess of expenses incurred until the receipt of the insurance proceeds is deemed to be realizable.

Adoption of new accounting standard .

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Accounting standards issued but not yet adopted.

The FASB has issued accounting standards that have not yet become effective as of June 30, 2025 and may impact the Company’s Consolidated Financial Statements or related disclosures in future periods.

The FASB has issued accounting standards that have not yet become effective as of September 30, 2025 and may impact the Company’s Consolidated Financial Statements or related disclosures in future periods.

The standards and their potential impacts are discussed below.

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The Company expects this ASU to only impact its disclosures with no impacts to the Company's results of operations, cash flows, or financial condition.

Credit Losses — In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326) .

The amendments in this ASU introduce a practical expedient for all entities related to applying Subtopic 326-20 to current accounts receivable and current contact assets arising from transactions accounted for under Topic 606.

In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The amendments are expected to provide decision-useful information to investors and other financial statement users while reducing the time and effort necessary to analyze and estimate credit losses for current accounts receivable and current contract assets.

The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance.

The Company expects this ASU will not have a material impact to the Company's results of operations, cash flows, or financial condition.

Note 2 — Goodwill and Intangible Assets

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Evaluations of the recoverability of goodwill are performed in accordance with FASB ASC Topic 350, which requires an annual assessment of potential goodwill impairment at the reporting unit level and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable.

When performing the annual assessment of the recoverability of goodwill, the Company initially performs a qualitative analysis evaluating whether any events or circumstances occurred or exist that provide evidence that it is more likely than not that the

fair value of any of the Company’s reporting units is less than the related carrying amount.

If the Company does not believe that it is more likely than not that the fair value of any of the Company’s reporting units is less than the related carrying amount, then no quantitative impairment test is performed.

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As a result, both the precision and reliability of the estimates are subject to uncertainty.

The Company’s most recent annual impairment test of goodwill was a qualitative analysis conducted during the quarter ended September 30, 2024 that indicated no impairment.

Subsequent to completing the 2024 annual impairment test, there were no events or changes in circumstances noted that required an interim impairment test.

The table below presents changes to the carrying amount of goodwill by segment during the six months ended June 30, 2025 (in thousands).

Insights Conferences Consulting Total

The Company’s most recent annual impairment test of goodwill was a quantitative analysis conducted during the quarter ended September 30, 2025 that indicated an impairment of the Company’s Digital Markets reporting unit.

During the three months ended September 30, 2025, ongoing weakness in the market as well as changes in the Company’s internal organization structure prompted a revision to the long-term earnings forecast for the Digital Markets business.

During the three months ended September 30, 2025, a goodwill impairment loss of $ 150.0 million was recognized in the Digital Markets reporting unit.

The fair value of that reporting unit was estimated using a combination of the expected present value of future cash flows and market approach.

The table below presents changes to the carrying amount of goodwill by segment during the nine months ended September 30, 2025 (in thousands).

Insights Conferences Consulting Other Total

Balance at December 31, 2024 $ 2,453,880 $ 183,920 $ 95,304 $ 197,101 $ 2,930,205

Impairment loss (1) — — — ( 150,000 ) ( 150,000 )

Foreign currency translation impact 6,273 135 1,198 2,112 9,718

Balance at June 30, 2025 (1) $ 2,657,386 $ 184,025 $ 96,295 $ 2,937,706

(1) The Company does no t have any accumulated goodwill impairment losses.

Balance at September 30, 2025 (1) $ 2,460,153 $ 184,055 $ 96,502 $ 49,213 $ 2,789,923

Accumulated impairment loss (1) $ — $ — $ — $ ( 150,000 ) $ ( 150,000 )

(1) The Company recognized an impairment loss of $ 150.0 million during the three and nine months ended September 30, 2025.

Finite-Lived Intangible Assets

The tables below present reconciliations of the carrying amounts of the Company’s finite-lived intangible assets as of the dates indicated (in thousands).

June 30, 2025 Customer

September 30, 2025 Customer

Relationships Other Total

4 unchanged sentences

Accumulated amortization (1) ( 672,354 ) ( 8,003 ) ( 680,357 )

Balance at June 30, 2025 $ 373,503 $ 2,432 $ 375,935

Balance at September 30, 2025 $ 354,836 $ 2,197 $ 357,033

December 31, 2024 Customer

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Customer relationships— 6 to 13 years and Other— 11 years.

Amortization expense related to finite-lived intangible assets was $ 20.2 million and $ 22.9 million during the three months ended June 30, 2025 and 2024, and $ 42.1 million and $ 45.9 million during the six months ended June 30, 2025 and 2024, respectively.

Amortization expense related to finite-lived intangible assets was $ 20.2 million and $ 22.2 million during the three months ended September 30, 2025 and 2024, and $ 62.3 million and $ 68.1 million during the nine months ended September 30, 2025 and 2024, respectively.

The estimated future amortization expense by year for finite-lived intangible assets is presented in the table below (in thousands).

2025 (remaining six months) $ 40,182

2025 (remaining three months) $ 20,086

Note 3 — Revenue and Related Matters

1 unchanged sentence

By Primary Geographic Market (1)

Three Months Ended June 30, 2025

Primary Geographic Market Insights Conferences Consulting Total

Three Months Ended September 30, 2025

Primary Geographic Market Insights Conferences Consulting Other Total

United States and Canada $ 770,945 $ 11,433 $ 78,299 $ 46,891 $ 907,568

2 unchanged sentences

Total revenues $ 1,270,724 $ 74,554 $ 123,573 $ 55,221 $ 1,524,072

Three Months Ended June 30, 2024

Primary Geographic Market Insights Conferences Consulting Total

Three Months Ended September 30, 2024

Primary Geographic Market Insights Conferences Consulting Other Total

United States and Canada $ 777,405 $ 8,191 $ 79,448 $ 58,790 $ 923,834

2 unchanged sentences

Total revenues $ 1,209,524 $ 75,776 $ 127,622 $ 71,384 $ 1,484,306

Six Months Ended June 30, 2025

Primary Geographic Market Insights Conferences Consulting Total

Nine Months Ended September 30, 2025

Primary Geographic Market Insights Conferences Consulting Other Total

United States and Canada $ 2,342,406 $ 205,302 $ 261,042 $ 149,069 $ 2,957,819

2 unchanged sentences

Total revenues $ 3,789,798 $ 358,558 $ 418,873 $ 177,427 $ 4,744,656

Six Months Ended June 30, 2024

Primary Geographic Market Insights Conferences Consulting Total

Nine Months Ended September 30, 2024

Primary Geographic Market Insights Conferences Consulting Other Total

United States and Canada $ 2,313,152 $ 187,400 $ 248,930 $ 190,983 $ 2,940,465

5 unchanged sentences

By Timing of Revenue Recognition

Three Months Ended June 30, 2025

Timing of Revenue Recognition Insights Conferences Consulting Total

Three Months Ended September 30, 2025

Timing of Revenue Recognition Insights Conferences Consulting Other Total

Transferred over time (1) $ 1,268,460 $ — $ 94,043 $ 465 $ 1,362,968

1 unchanged sentence

Total revenues $ 1,270,724 $ 74,554 $ 123,573 $ 55,221 $ 1,524,072

Three Months Ended June 30, 2024

Timing of Revenue Recognition Insights Conferences Consulting Total

Three Months Ended September 30, 2024

Timing of Revenue Recognition Insights Conferences Consulting Other Total

Transferred over time (1) $ 1,205,568 $ — $ 101,246 $ 614 $ 1,307,428

1 unchanged sentence

Total revenues $ 1,209,524 $ 75,776 $ 127,622 $ 71,384 $ 1,484,306

Six Months Ended June 30, 2025

Timing of Revenue Recognition Insights Conferences Consulting Total

Nine Months Ended September 30, 2025

Timing of Revenue Recognition Insights Conferences Consulting Other Total

Transferred over time (1) $ 3,781,197 $ — $ 308,077 $ 1,227 $ 4,090,501

1 unchanged sentence

Total revenues $ 3,789,798 $ 358,558 $ 418,873 $ 177,427 $ 4,744,656

Six Months Ended June 30, 2024

Timing of Revenue Recognition Insights Conferences Consulting Total

Nine Months Ended September 30, 2024

Timing of Revenue Recognition Insights Conferences Consulting Other Total

Transferred over time (1) $ 3,573,963 $ — $ 316,417 $ 2,113 $ 3,892,493

4 unchanged sentences

(2) The revenues in this category are recognized in connection with performance obligations that are satisfied at the point in time that the contractual deliverables are provided to the customer.

Performance Obligations — For customer contracts that are greater than one year in duration, the aggregate amount of the transaction price allocated to performance obligations that were unsatisfied (or partially unsatisfied) as of June 30, 2025 was approximately $ 6.1 billion.

The Company expects to recognize $ 1.1 billion, $ 3.3 billion and $ 1.7 billion of this revenue (most of which pertains to Insights) during the remainder of 2025, the year ending December 31, 2026 and thereafter, respectively.

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The table below provides information regarding certain of the Company’s balance sheet accounts that pertain to its contracts with customers (in thousands).

June 30, December 31,

September 30, December 31,

Fees receivable, gross (1) $ 1,125,487 $ 1,704,725

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Both situations occur before the completion of the Company’s performance obligation(s).

The Company recognized revenue of $ 1.2 billion during both the three months ended June 30, 2025 and 2024, and $ 1.8 billion and $ 1.7 billion during the six months ended June 30, 2025 and 2024, respectively, that was attributable to deferred revenues that were recorded at the beginning of each such period.

The Company recognized revenue of $ 1.1 billion during both the three months ended September 30, 2025 and 2024, and $ 2.2 billion and $ 2.1 billion during the nine months ended September 30, 2025 and 2024, respectively, that was attributable to deferred revenues that were recorded at the beginning of each such period.

Those amounts primarily consisted of Insights revenues that were recognized ratably as control of the goods or services passed to the customer during the reporting periods.

During each of the three and six months ended June 30, 2025 and 2024, the Company did not record any material impairments related to its contract assets.

During each of the three and nine months ended September 30, 2025 and 2024, the Company did not record any material impairments related to its contract assets.

Note 4 — Computation of Earnings Per Share

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The table below sets forth the calculation of basic and diluted income per share for the periods indicated (in thousands, except per share data).

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

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(1) Certain outstanding awards associated with stock-based compensation plans were not included in the computation of diluted income per share because the effect would have been anti-dilutive.

These anti-dilutive outstanding awards associated with stock-based compensation plans was 0.4 million and 0.3 million for the three and six months ended June 30, 2025, respectively, and approximately 0.1 million for both the three and six months ended June 30, 2024.

These anti-dilutive outstanding awards associated with stock-based compensation plans was 0.7 million and 0.3 million for the three and nine months ended

September 30, 2025, respectively, and approximately 0.1 million for both the three and nine months ended September 30, 2024.

Note 5 — Stock-Based Compensation

1 unchanged sentence

The Company currently awards stock-settled stock appreciation rights, service-based and performance-based restricted stock units, and common stock equivalents.

As of June 30, 2025, the Company had 5.2 million shares of its common stock, par value $ 0.0005 per share, (the “Common Stock”) available for stock-based compensation awards under the Gartner, Inc.

As of September 30, 2025, the Company had 5.2 million shares of its common stock, par value $ 0.0005 per share, (the “Common Stock”) available for stock-based compensation awards under the Gartner, Inc.

Long-Term Incentive Plan as amended and restated in June 2023 (the “Plan”).

The tables below summarize the Company’s stock-based compensation expense by award type and expense category line item during the periods indicated (in millions).

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

Award type 2025 2024 2025 2024

3 unchanged sentences

Total (1) $ 30.5 $ 34.4 $ 123.7 $ 124.6

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

Expense category line item 2025 2024 2025 2024

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Total (1) $ 30.5 $ 34.4 $ 123.7 $ 124.6

(1) Includes costs of $ 19.0 million and $ 18.4 million during the three months ended June 30, 2025 and 2024, respectively, and $ 47.0 million and $ 49.0 million during the six months ended June 30, 2025 and 2024, respectively, for awards to retirement-eligible employees.

(1) Includes costs of $ 11.0 million and $ 12.9 million during the three months ended September 30, 2025 and 2024, respectively, and $ 58.0 million and $ 61.9 million during the nine months ended September 30, 2025 and 2024, respectively, for awards to retirement-eligible employees.

Those awards are expensed on an accelerated basis.

Note 6 — Segment Information

The Company’s products and services are delivered through three segments – Business and Technology Insights, or “Insights” , Conferences and Consulting, as described below.

The Company’s products and services are delivered through three reportable segments – Business and Technology Insights, or “Insights”, Conferences and Consulting, as described below.

• Insights equips executives and their teams from every function and across all industries with actionable, objective business and technology insights, guidance and tools.

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The CODM evaluates segment performance and allocates resources based on gross contribution.

Gross contribution, as presented in the tables below, is defined as operating income or loss excluding certain Cost of services and product development expenses, Selling, general and administrative expenses, Depreciation, Amortization of intangibles, Acquisition and integration charges and Gain from sale of divested operation.

Certain bonus and fringe benefit costs included in consolidated Cost of services and product development are not allocated to segment expense.

The CODM uses gross contribution to allocate resources (including financial resources and employees) for each segment primarily in the Company's annual budgeting process.

The CODM then monitors budgeted

versus actual results regularly to assess segment operating performance, identify business trends, and modify resource allocations as needed.

The CODM then monitors budgeted versus actual results regularly to assess segment operating performance, identify business trends, and modify resource allocations as needed.

The accounting policies used by the reportable segments are the same as those used by the Company.

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The tables below present information about the Company’s reportable segments for the periods indicated (in thousands).

Three Months Ended June 30, 2025 Insights Conferences Consulting Consolidated

Three Months Ended September 30, 2025 Insights Conferences Consulting Other (1) Consolidated

Revenues $ 1,270,724 $ 74,554 $ 123,573 $ 55,221 $ 1,524,072

1 unchanged sentence

Product and content delivery expenses 8,102 25,533 3,588 28,738 65,961

Other (1) 6,955 5,941 3,476 16,372

Other expenses (2) 5,783 3,320 3,723 571 13,397

Gross contribution 974,323 27,312 35,222 20,069 1,056,926

2 unchanged sentences

Depreciation and amortization 50,953

Goodwill impairment 150,000

Interest expenses and other, net 16,862

Income before income taxes $ 69,482

Three Months Ended June 30, 2024 Insights Conferences Consulting Consolidated

Three Months Ended September 30, 2024 Insights Conferences Consulting Other (1) Consolidated

Revenues $ 1,209,524 $ 75,776 $ 127,622 $ 71,384 $ 1,484,306

1 unchanged sentence

Product and content delivery expenses 7,427 25,765 3,971 39,249 76,412

Other (1) 6,659 5,376 2,562 14,597

Other expenses (2) 6,607 2,901 3,728 799 14,035

Gross contribution 923,772 30,489 41,517 19,654 1,015,432

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Interest expenses and other, net 18,952

Gain on event cancellation insurance claims ( 300,000 )

Income before income taxes $ 526,872

Six Months Ended June 30, 2025 Insights Conferences Consulting Consolidated

Nine Months Ended September 30, 2025 Insights Conferences Consulting Other (1) Consolidated

Revenues $ 3,789,798 $ 358,558 $ 418,873 $ 177,427 $ 4,744,656

1 unchanged sentence

Product and content delivery expenses 19,429 114,901 10,902 96,886 242,118

Other (1) 13,720 9,240 7,436 30,396

Other expenses (2) 18,426 12,560 11,158 1,648 43,792

Gross contribution 2,901,002 176,082 150,169 52,588 3,279,841

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Depreciation and amortization 152,452

Goodwill impairment 150,000

Interest expenses and other, net 37,189

Income before income taxes $ 654,283

Six Months Ended June 30, 2024 Insights Conferences Consulting Consolidated

Nine Months Ended September 30, 2024 Insights Conferences Consulting Other (1) Consolidated

Revenues $ 3,582,238 $ 331,929 $ 405,291 $ 232,834 $ 4,552,292

1 unchanged sentence

Product and content delivery expenses 17,466 109,614 10,844 116,854 254,778

Other (1) 12,086 8,714 7,396 28,196

Other expenses (2) 17,325 11,615 11,124 2,166 42,230

Gross contribution 2,742,711 161,856 149,523 78,405 3,132,495

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Interest expenses and other, net 52,766

Gain on event cancellation insurance claims ( 300,000 )

Income before income taxes $ 1,085,726

(1) Other includes our Digital Markets operating segment.

(2) Other consists primarily of travel and entertainment and workplace expenses.

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The Company’s total outstanding borrowings are summarized in the table below (in thousands).

June 30, December 31,

September 30, December 31,

Description 2025 2024

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Net balance sheet carrying amount $ 2,463,040 $ 2,459,915

(1) The contractual annualized interest rate as of June 30, 2025 on the 2024 Credit Agreement was 5.725 %, which consisted of Term Secured Overnight Financing Rate (“SOFR”) of 4.375 % plus a margin of 1.350 %.

However, the Company has an interest rate swap contract that effectively converts the floating SOFR on outstanding amounts to a fixed base rate.

(2) The Company had approximately $ 0.7 billion of available borrowing capacity on the 2024 Credit Agreement revolver (not including the expansion feature) as of June 30, 2025.

(1) The contractual annualized interest rate as of September 30, 2025 on the 2024 Credit Agreement was 5.538 %, which consisted of Term Secured Overnight Financing Rate (“SOFR”) of 4.188 % plus a margin of 1.350 %.

(2) The Company had approximately $ 0.7 billion of available borrowing capacity on the 2024 Credit Agreement revolver (not including the expansion feature) as of September 30, 2025.

(3) Consists of a State of Connecticut economic development loan originated in 2019 with a 10 -year maturity and bears interest at a fixed rate of 1.75 %.

This loan may be repaid at any time by the Company without penalty.

(4) The weighted average annual effective rate on the Company’s outstanding debt for the three and six months ended June 30, 2025, including the effects of its interest rate swaps discussed below, was 4.85 % and 4.87 %, respectively.

(4) The weighted average annual effective rate on the Company’s outstanding debt for the three and nine months ended September 30, 2025, including the effects of its interest rate swaps discussed below, was 4.77 % and 4.84 %, respectively.

(5) Deferred financing fees are being amortized to Interest expense, net over the term of the related debt obligation.

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The 2024 Credit Agreement contains certain customary restrictive loan covenants, including, among others, a financial covenant requiring a maximum leverage ratio and covenants limiting the Company’s ability to grant liens, make acquisitions, be acquired and the ability of the Company’s subsidiaries to incur indebtedness.

The Company was in compliance with all financial covenants as of June 30, 2025.

The Company was in compliance with all financial covenants as of September 30, 2025.

On March 26, 2024, the Company borrowed $ 274.4 million under the 2024 Credit Agreement.

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The applicable margin ranges between 1.125 % and 1.75 %, depending on the lower rate determined by either the Company’s leverage ratio or the credit rating of the Company’s senior unsecured debt.

At June 30, 2025, the applicable all-in margin on the revolving facility was 1.35 % (including the credit spread adjustment).

At September 30, 2025, the applicable all-in margin on the revolving facility was 1.35 % (including the credit spread adjustment).

The commitment fee payable on the unused portion of the facility is equal to between 0.125 % and 0.25 % based on utilization of the facility.

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Prior to October 1, 2025, the Company may redeem up to 40 % of the aggregate principal amount of the 2030 Notes in connection with certain equity offerings, or some or all of the 2030 Notes with a “make-whole” premium, in each case subject to the terms set forth in the 2030 Note Indenture.

obligations with respect to the Notes, in accordance with the terms of the indenture pursuant to which the 2030 Notes was issued.

On March 26, 2024, in connection with the closing of the 2024 Credit Agreement and as a result of the termination of the 2020 Credit Agreement, the Company’s subsidiaries that guaranteed the Company’s 2030 Notes were released from their guarantee obligations with respect to the Notes, in accordance with the terms of the indenture pursuant to which the 2030 Notes was issued.

On June 22, 2020, the Company issued $ 800.0 million aggregate principal amount of 4.50 % Senior Notes due 2028.

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Interest Rate Swap

As of June 30, 2025, the Company had one fixed-for-floating interest rate swap contract with a notional value of $ 350.0 million that matures in September 2025.

Under the contract, the Company pays a base fixed rate of 2.98 % and in return receives a floating Term SOFR base rate on 30-day notional borrowings.

Effective June 30, 2020, the Company de-designated all of its interest rate swaps and discontinued hedge accounting.

Accordingly, subsequent changes to the fair value of the interest rate swap are recorded in Other income, net.

The amounts previously recorded in Accumulated other comprehensive loss are amortized into Interest expense, net over the terms of the hedged forecasted interest payments.

As of June 30, 2025, $ 4.3 million is remaining in Accumulated other comprehensive loss, net.

See Note 10 — Derivatives and Hedging for the amounts remaining in Accumulated other comprehensive loss, net of tax effect, at June 30, 2025 and December 31, 2024.

See Note 11 — Fair Value Disclosures for a discussion of the fair values of Company’s interest rate swaps.

Prior to September 30, 2025, the Company had one fixed-for-floating interest rate swap contract with a notional value of $ 350.0 million.

Under the contract, the Company paid a base fixed rate of 2.98 % and in return received a floating Term SOFR base rate on 30-day notional borrowings.

The swap contract matured in September 2025.

Note 8 — Equity

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In 2015, the Company’s Board of Directors (the “Board”) authorized a share repurchase program to repurchase up to $ 1.2 billion of the Company’s common stock.

The Board authorized incremental share repurchases of up to an aggregate additional $ 4.1 billion of the Company’s common stock from February 2021 to July 2024.

As of June 30, 2025, $ 0.6 billion remained available under the share repurchase program.

The Board authorized incremental share repurchases of up to an aggregate additional $ 5.8 billion of the Company’s common stock from February 2021 to September 2025, including $ 1.0 billion authorized in September 2025.

As of September 30, 2025, $ 1.3 billion remained available under the share repurchase program.

The Company may repurchase its common stock from time-to-time in amounts, at prices and in the manner that the Company deems appropriate, subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company’s financial performance and other conditions.

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The Company’s share repurchase activity is presented in the table below for the periods indicated.

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

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Cash paid for repurchased shares (in thousands) (2) $ 1,055,523 $ 68,660 $ 1,492,678 $ 633,377

(1) The average purchase price for repurchased shares was $ 417.99 and $ 442.60 for the three months ended June 30, 2025 and 2024, respectively, and $ 446.06 and $ 449.19 for the six months ended June 30, 2025 and 2024, respectively.

The repurchased shares during the three and six months ended June 30, 2025 and 2024 included purchases for both open market purchases and stock-based compensation award settlements.

(2) The cash paid for repurchased shares during the six months ended June 30, 2025 included $ 10.0 million of open market purchases with trade dates in December 2024 that settled in January 2025.

The cash paid for repurchased shares during the three months ended June 30, 2025 excluded $ 6.0 million of open market purchases with trade dates in June 2025 that settled in July 2025 and excise tax accrued.

The cash paid for repurchased shares during the three months ended June 30, 2024 excluded $ 5.0 million of open market purchases with trade dates in June 2024 that settled in July 2024 and excise tax accrued.

(1) The average purchase price for repurchased shares was $ 265.38 and $ 466.99 for the three months ended September 30, 2025 and 2024, respectively, and $ 300.69 and $ 450.92 for the nine months ended September 30, 2025 and 2024, respectively.

The repurchased shares during the three and nine months ended September 30, 2025 and 2024 included purchases for both open market purchases and stock-based compensation award settlements.

(2) The cash paid for repurchased shares during the three and nine months ended September 30, 2025 excluded $ 0.1 million of open market purchases with trade dates in September 2025 that settled in October 2025 and excise tax accrued.

The cash paid for repurchased shares during the nine months ended September 30, 2025 included $ 10.0 million of open market purchases with trade dates in December 2024 that settled in January 2025.

The cash paid for repurchased shares during the three months ended September 30, 2025 included $ 6.0 million of open market purchases with trade dates in June 2025 that settled in July 2025.

The cash paid for repurchased shares during the three months ended September 30, 2024 included $ 5.0 million of open market purchases with trade dates in June 2024 that settled in July 2024.

Accumulated Other Comprehensive Loss, net (“AOCL”)

The tables below provide information about the changes in AOCL by component and the related amounts reclassified out of AOCL to income during the periods indicated (net of tax, in thousands) (1).

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Interest Rate

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Adjustments Total

Balance – March 31, 2025 $ ( 6,410 ) $ ( 5,166 ) $ ( 56,273 ) $ ( 67,849 )

Balance – June 30, 2025 $ ( 3,016 ) $ ( 5,115 ) $ ( 38,484 ) $ ( 46,615 )

Other comprehensive income (loss) activity during the period:

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Other comprehensive income (loss), net 3,016 51 7,303 10,370

Balance – June 30, 2025 $ ( 3,016 ) $ ( 5,115 ) $ ( 38,484 ) $ ( 46,615 )

Three Months Ended June 30, 2024

Balance – September 30, 2025 $ — $ ( 5,064 ) $ ( 31,181 ) $ ( 36,245 )

Three Months Ended September 30, 2024

Interest Rate

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Adjustments Total

Balance – March 31, 2024 $ ( 20,561 ) $ ( 5,680 ) $ ( 56,145 ) $ ( 82,386 )

Balance – June 30, 2024 $ ( 16,912 ) $ ( 5,629 ) $ ( 59,112 ) $ ( 81,653 )

Other comprehensive income (loss) activity during the period:

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Other comprehensive income (loss), net 3,571 51 22,398 26,020

Balance – June 30, 2024 $ ( 16,912 ) $ ( 5,629 ) $ ( 59,112 ) $ ( 81,653 )

Six Months Ended June 30, 2025

Balance – September 30, 2024 $ ( 13,341 ) $ ( 5,578 ) $ ( 36,714 ) $ ( 55,633 )

Nine Months Ended September 30, 2025

Interest Rate

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Other comprehensive income (loss), net 9,800 150 42,138 52,088

Balance – June 30, 2025 $ ( 3,016 ) $ ( 5,115 ) $ ( 38,484 ) $ ( 46,615 )

Six Months Ended June 30, 2024

Balance – September 30, 2025 $ — $ ( 5,064 ) $ ( 31,181 ) $ ( 36,245 )

Nine Months Ended September 30, 2024

Interest Rate

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Other comprehensive income (loss), net 10,821 153 9,724 20,698

Balance – June 30, 2024 $ ( 16,912 ) $ ( 5,629 ) $ ( 59,112 ) $ ( 81,653 )

Balance – September 30, 2024 $ ( 13,341 ) $ ( 5,578 ) $ ( 36,714 ) $ ( 55,633 )

(1) Amounts in parentheses represent debits (deferred losses).

(2) $ 4.5 million and $ 4.9 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense, net, for the three months ended June 30, 2025 and 2024, respectively.

$ 8.9 million and $ 9.7 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense, net, for the six months ended June 30, 2025 and 2024, respectively.

(2) $ 4.3 million and $ 4.8 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense, net, for the three months ended September 30, 2025 and 2024, respectively.

$ 13.2 million and $ 14.4 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense, net, for the nine months ended September 30, 2025 and 2024, respectively.

See Note 7 — Debt and Note 10 — Derivatives and Hedging for information regarding the cash flow hedges.

(3) The reclassifications related to defined benefit pension plans were recorded in Other income, net.

The estimated net amount of the existing losses on the Company’s interest rate swaps that are reported in Accumulated other comprehensive loss, net at June 30, 2025 that is expected to be reclassified into earnings during the remainder of 2025 is $ 4.3 million.

(3) The reclassifications related to defined benefit pension plans were recorded in Other (expense) income, net.

Note 9 — Income Taxes

The provision for income taxes was $ 77.0 million and $ 69.7 million for the three months ended June 30, 2025 and 2024, respectively.

The effective income tax rate was 24.2 % and 23.3 % for the three months ended June 30, 2025 and 2024, respectively.

While both periods include benefits related to research and development tax credits, the current year effective income tax rate reflects a lower benefit than the same period in the prior year.

The provision for income taxes was $ 133.1 million and $ 118.8 million for the six months ended June 30, 2025 and 2024, respectively.

The effective income tax rate was 22.8 % and 21.3 % for the six months ended June 30, 2025 and 2024, respectively.

The provision for income taxes was $ 34.1 million and $ 111.8 million for the three months ended September 30, 2025 and 2024, respectively.

The effective income tax rate was 49.1 % and 21.2 % for the three months ended September 30, 2025 and 2024,

respectively.

The increase in the effective income tax rate in the current period was primarily due to the impact of the goodwill impairment, which is not deductible for tax purposes.

The provision for income taxes was $ 167.2 million and $ 230.6 million for the nine months ended September 30, 2025 and 2024, respectively.

The effective income tax rate was 25.6 % and 21.2 % for the nine months ended September 30, 2025 and 2024, respectively.

The increase in the effective income tax rate was primarily due to the same factor that caused the year-over-year quarterly increase.

The Company had gross unrecognized tax benefits of $ 273.3 million on June 30, 2025 and $ 257.5 million on December 31, 2024.

The Company had gross unrecognized tax benefits of $ 287.2 million on September 30, 2025 and $ 257.5 million on December 31, 2024.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S.

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The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company is currently assessing the OBBBA's impact on its consolidated financial statements.

OBBBA did not have a material impact on the Company’s consolidated financial results in the current period.

The Company is currently assessing and will continue to assess and reflect the impact of OBBBA on its future consolidated financial statements as appropriate.

The Organization for Economic Co-operation and Development (“the OECD”) has issued various tax proposals including a two-pillar approach to global taxation (BEPS 2.0/ Pillar Two), focusing on global profit allocation and a 15% global corporate minimum tax rate.

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The tables below provide information regarding the Company’s outstanding derivative contracts as of the dates indicated (in thousands, except for number of contracts).

June 30, 2025

September 30, 2025

Derivative Contract Type Number of

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(Liability), Net (3) Balance

Line Item Unrealized

Loss Recorded

in AOCL, net of tax

Interest rate swap (1) 1 $ 350,000 $ 1,167 Other current assets $ ( 3,016 )

Foreign currency forwards (2) 22 78,467 ( 177 ) Accrued liabilities —

Total 23 $ 428,467 $ 990 $ ( 3,016 )

Foreign currency forwards (1)

28 $ 83,627 $ ( 253 ) Accrued liabilities

December 31, 2024

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in AOCL, net of tax

Interest rate swap (1) 1 $ 350,000 $ 3,095 Other current assets $ ( 9,800 )

Foreign currency forwards (2) 119 656,904 ( 16 ) Accrued liabilities —

Interest rate swap (2)

1 $ 350,000 $ 3,095 Other current assets $ ( 9,800 )

Foreign currency forwards (1)

119 656,904 ( 16 ) Accrued liabilities —

Total 120 $ 1,006,904 $ 3,079 $ ( 9,800 )

(1) Effective June 30, 2020, the Company de-designated all of its interest rate swaps and discontinued hedge accounting.

Accordingly, subsequent changes to fair value of the interest rate swap are recorded in Other income, net.

The amounts previously recorded in Accumulated other comprehensive loss are amortized into Interest expense, net over the terms of the hedged forecasted interest payments.

See Note 7 — Debt for additional information regarding the Company’s interest rate swap contract.

(1) The Company has foreign exchange transaction risk because it typically enters into transactions in the normal course of business that are denominated in foreign currencies that differ from the local functional currency.

The Company enters into short-term foreign currency forward exchange contracts to mitigate the cash flow risk associated with changes in foreign currency rates on forecasted foreign currency transactions.

These contracts are accounted for at fair value with realized and unrealized gains and losses recognized in Other income, net because the Company does not designate these contracts as hedges for accounting purposes.

All of the outstanding foreign currency forward exchange contracts at June 30, 2025 matured before July 31, 2025.

These contracts are accounted for at fair value with realized and unrealized gains and losses recognized in Other (expense) income, net because the Company does not designate these

contracts as hedges for accounting purposes.

All of the outstanding foreign currency forward exchange contracts at September 30, 2025 matured before October 31, 2025.

(2) Effective June 30, 2020, the Company de-designated all of its interest rate swaps and discontinued hedge accounting.

Accordingly, subsequent changes to fair value of the interest rate swap were recorded in Other (expense) income, net.

The amounts previously recorded in Accumulated other comprehensive loss were amortized into Interest expense, net over the terms of the hedged forecasted interest payments.

See Note 7 — Debt for additional information regarding the Company’s interest rate swap contract.

(3) See Note 11 — Fair Value Disclosures for the determination of the fair values of these instruments.

At June 30, 2025, all of the Company’s derivative counterparties were investment grade financial institutions.

At September 30, 2025, all of the Company’s derivative counterparties were investment grade financial institutions.

The Company did not have any collateral arrangements with its derivative counterparties and none of the derivative contracts contained credit-risk related contingent features.

The table below provides information regarding amounts recognized in the accompanying Condensed Consolidated Statements of Operations for derivative contracts for the periods indicated (in thousands).

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

Amount recorded in:

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The table below presents the fair values of certain financial assets and liabilities that are measured at fair value on a recurring basis in the Company's financial statements (in thousands).

Description June 30,

Description September 30,

2025 December 31,

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Valuation of these contracts is based on observable foreign currency exchange rates in active markets, which the Company considers to be a Level 2 input.

(3) The Company has an interest rate swap contract that hedges the risk of variability from interest payments on its borrowings (see Note 7 — Debt).

The fair value of the interest rate swap is based on mark-to-market valuations prepared by a third-party broker.

This valuation is based on observable interest rates from recently executed market transactions and other observable market data, which the Company considers to be Level 2 inputs.

The Company independently corroborates the reasonableness of the valuations prepared by the third-party broker by using an electronic quotation service.

(3) Prior to September 30, 2025, the Company had an interest rate swap contract that hedged the risk of variability from interest payments on its borrowings (see Note 7 — Debt).

The fair value of the interest rate swap was based on mark-to-market valuations prepared by a third-party broker.

This valuation was based on observable interest rates from recently executed market transactions and other observable market data, which the Company considers to be Level 2 inputs.

The Company independently corroborated the reasonableness of the valuations prepared by the third-party broker by using an electronic quotation service.

The table below presents the carrying amounts (net of deferred financing costs) and fair values of financial instruments that are not recorded at fair value in the Company’s Condensed Consolidated Balance Sheets (in thousands).

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Carrying Amount Fair Value

June 30, December 31, June 30, December 31,

September 30, December 31, September 30, December 31,

Description 2025 2024 2025 2024

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The Company’s certain long-lived assets, including identifiable intangible assets, goodwill, right-of-use assets and other long-lived assets, are measured at fair value on a nonrecurring basis when there are indicators of impairment.

The Company recorded an impairment loss of $ 0.6 million and $ 0.5 million during the six months ended June 30, 2025 and 2024, respectively, on right-of-use assets and other long-lived assets primarily related to certain office leases that the Company determined will no longer be used.

The impairments were derived by comparing the fair value of the impacted assets to the carrying value of those assets as of the impairment measurement date, as required under ASC Topic 360 using Level 3 inputs.

The Company recorded an impairment loss of $ 150.0 million during the three and nine months ended September 30, 2025 related to its Digital Markets reporting unit.

See Note 2 — Goodwill and Intangible Assets for additional disclosure related to this impairment charge.

impairment was derived by comparing the fair value of the reporting unit to the carrying value of the reporting unit as of the impairment measurement date, as required under ASC Topic 360 using Level 3 inputs.

The Company recorded an impairment loss of $ 4.1 million and $ 2.4 million during the three months ended September 30, 2025 and 2024, respectively, and $ 4.7 million and $ 3.0 million during the nine months ended September 30, 2025 and 2024, respectively, on right-of-use assets and other long-lived assets primarily related to certain office leases that the Company determined will no longer be used.

See Note 13 — Leases for additional discussion related to these impairment charges.

Note 12 — Contingencies

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these agreements have not been material.

As of June 30, 2025, the Company did not have any material payment obligations under any such indemnification agreements.

As of September 30, 2025, the Company did not have any material payment obligations under any such indemnification agreements.

Note 13 — Leases

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Additionally, certain of the Company’s lease agreements provide standard recurring escalations of lease payments for, among other things, increases in a lessor’s maintenance costs and taxes.

Under some lease

agreements, the Company may be entitled to allowances, free rent, lessor-financed tenant improvements and other incentives.

Under some lease agreements, the Company may be entitled to allowances, free rent, lessor-financed tenant improvements and other incentives.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

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The table below presents the Company’s net lease cost and certain other information related to the Company’s leasing activities as of and for the periods indicated (dollars in thousands).

Three Months Ended Six Months Ended

Three Months Ended Nine Months Ended

September 30,

2025 2024 2025 2024

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Right-of-use assets obtained in exchange for new operating lease liabilities $ 5,741 $ 2,426 $ 20,860 $ 13,161

(1) Included in operating lease cost was $ 8.4 million and $ 9.2 million for the three months ended June 30, 2025 and 2024, respectively, and $ 16.9 million and $ 18.4 million for the six months ended June 30, 2025 and 2024, respectively, for costs related to subleasing activities.

(1) Included in operating lease cost was $ 8.4 million and $ 9.1 million for the three months ended September 30, 2025 and 2024, respectively, and $ 25.3 million and $ 27.5 million for the nine months ended September 30, 2025 and 2024, respectively, for costs related to subleasing activities.

(2) These amounts are primarily variable lease and nonlease costs that are not fixed at the lease commencement date or are dependent on something other than an index or a rate.

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The table below indicates where the discounted operating lease payments from the above table are classified in the accompanying Condensed Consolidated Balance Sheets (in thousands).

June 30, December 31,

September 30, December 31,

Accounts payable and accrued liabilities $ 93,465 $ 100,312

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Total operating lease liabilities included in the Condensed Consolidated Balance Sheets $ 387,001 $ 440,091

In connection the continuing evaluation of its existing real estate portfolio, the Company reviewed certain of its right-of-use assets and related other long-lived assets for impairment under ASC 360.

As a result of the evaluation, the Company recognized an impairment loss during the six months ended June 30, 2025 and 2024 of $ 0.6 million and $ 0.5 million, respectively, which is included as a component of Selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations.

In connection with the continuing evaluation of its existing real estate portfolio, the Company reviewed certain of its right-of-use assets and related other long-lived assets for impairment under ASC 360.

As a result of the evaluation, the Company recognized an impairment loss of $ 4.1 million and $ 2.4 million during the three months ended September 30, 2025 and 2024, respectively, and $ 4.7 million and $ 3.0 million during the nine months ended September 30, 2025 and 2024, respectively, which is included as a component of Selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations.

The fair values for the asset groups relating to the impaired long-lived assets were estimated primarily using discounted cash flow models (income approach) with Level 3 inputs.

The significant assumptions used in estimating fair values include the expected downtime prior to the commencement of future subleases, projected sublease income over the remaining lease periods and discount rates that reflect the level of risk associated with receiving future cash flows.

Note 14 — Subsequent Event

On July 31, 2025, the Company’s Board of Directors authorized incremental share repurchases of up to an additional $ 700.0 million of Gartner’s common stock.

This authorization is in addition to the previously authorized repurchases of up to $ 5.3 billion, which, as of the end of July 2025, had approximately $ 350.0 million remaining.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements