What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-04 compared with 2025-08-05 · 136 added, 105 removed, 197 unchanged (55% of the section changed)

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

We deliver our products and services globally through three business segments – Business and Technology Insights, Conferences and Consulting, as described below.

We deliver our products and services globally through three reportable segments – Business and Technology Insights, Conferences and Consulting, as described below.

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

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

In the third quarter of 2025, we changed the structure of our internal organization and concluded that Gartner Digital Markets ("Digital Markets") was 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 our Insights segment.

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

• 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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Through custom analysis and on-the-ground support we enable optimized technology investments and stronger performance on our clients’ mission critical priorities.

As of June 30, 2025 we had 20,994 employees globally, an increase of 2.4% from June 30, 2024.

As of September 30, 2025, we had 20,854 employees globally, a decrease of 0.6% from September 30, 2024.

Recent Developments

Our Insights contract value with the US federal government was approximately $200.0 million at June 30, 2025, as compared to approximately $275.0 million at December 31, 2024.

Over 60% of our US federal contracts have transacted in the first half of 2025, and slightly less than half of that contract value was retained.

In addition to the non-renewals, we have received notices of termination-for-convenience from various US government agencies for approximately $20.0 million of contracts that are primarily scheduled to expire in the second half of 2025.

Our Insights contract value with the US federal government was approximately $165.0 million at September 30, 2025.

Over 85% of our US federal contracts have transacted in the first three quarters of 2025, and slightly less than half of that contract value was retained.

In addition to the non-renewals, we have received notices of termination-for-convenience from various US government agencies for approximately $8.0 million of contracts that are primarily scheduled to expire in the fourth quarter of 2025.

As the current geopolitical environment remains unpredictable, we continue to monitor and evaluate the impact, both direct and indirect, of government actions that could adversely impact our business operations and financial performance.

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

We are currently assessing its impact on our consolidated financial statements.

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

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

Our 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 our 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.

BUSINESS MEASUREMENTS

We believe t hat the following business measurements are important performance indicators for our business segments:

We believe t hat the following business measurements are important performance indicators for our reportable business segments:

BUSINESS SEGMENT BUSINESS MEASUREMENT

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The fundamentals of our strategy include a focus on creating actionable business and technology insights for executives and their teams, delivering innovative and highly differentiated product offerings, building a strong sales capability, providing world class client service with a focus on client engagement and retention, and continuously improving our operational effectiveness.

We had total revenues of $1.7 billion during the second quarter of 2025, an increase of 6% compared to the second quarter of 2024.

During the second quarter of 2025, revenues for Insights increased by 4%, Conferences revenue increased by 14% and Consulting revenue increased by 9%, compared to the second quarter of 2024.

We had total revenues of $1.5 billion during the third quarter of 2025, an increase of 3% compared to the third quarter of 2024.

During the third quarter of 2025, compared to the third quarter of 2024, revenues for Insights increased by 5%, Conferences revenue decreased by 2%, and Consulting revenue decreased by 3%.

For a more complete discussion of our results by segment, see Segment Results below.

For the second quarter of 2025 and 2024, we had net income of $240.8 million and $229.5 million, respectively, and diluted net income per share of $3.11 and $2.93, respectively.

Cash provided by operating activities was $0.7 billion and $0.6 billion during the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, we had $2.2 billion of cash and cash equivalents and approximately $0.7 billion of available borrowing capacity on our revolving credit facility.

For the third quarter of 2025 and 2024, we had net income of $35.4 million and $415.0 million, respectively, and diluted net income per share of $0.47 and $5.32, respectively.

The decrease in 2025 is primarily due to the goodwill impairment loss in 2025 and the gain on event cancellation insurance claims in 2024.

Cash provided by operating activities was $1.0 billion and $1.1 billion during the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, we had $1.4 billion of cash and cash equivalents and approximately $0.7 billion of available borrowing capacity on our revolving credit facility.

For a more complete discussion of our cash flows and financial position, see the Liquidity and Capital Resources section below.

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The table below presents an analysis of selected line items and period-over-period changes in our interim Condensed Consolidated Statements of Operations for the periods indicated (in thousands).

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024 Increase (Decrease) Increase

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024 Increase (Decrease) Increase

Insights $ 1,270,724 $ 1,209,524 $ 61,200 5 %

Conferences 74,554 75,776 (1,222) (2)

Consulting 123,573 127,622 (4,049) (3)

Other 55,221 71,384 (16,163) (23)

Total revenues 1,524,072 1,484,306 39,766 3

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Amortization of intangibles 20,220 22,170 (1,950) (9)

Acquisition and integration charges — 358 (358) (100)

Acquisition and integration charges — 159 (159) nm

Goodwill impairment 150,000 — 150,000 nm

Operating income 86,344 245,824 (159,480) (65)

Interest expense, net (16,279) (17,961) (1,682) (9)

Other income, net 2,498 504 1,994 396

Gain on event cancellation insurance claims — 300,000 (300,000) nm

Other (expense) income, net

(583) (991) 408 (41)

Provision for income taxes 34,125 111,823 (77,698) (69)

Net income $ 35,357 $ 415,049 $ (379,692) (91) %

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024 Increase (Decrease) Increase

nm = not meaningful

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024 Increase (Decrease) Increase

Insights $ 3,789,798 $ 3,582,238 $ 207,560 6 %

Conferences 358,558 331,929 26,629 8

Consulting 418,873 405,291 13,582 3

Other 177,427 232,834 (55,407) (24)

Total revenues 4,744,656 4,552,292 192,364 4

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Amortization of intangibles 62,318 68,100 (5,782) (8)

Acquisition and integration charges — 818 (818) (100)

Acquisition and integration charges — 977 (977) nm

Goodwill impairment 150,000 — 150,000 nm

Operating income 691,472 838,492 (147,020) (18)

Interest expense, net (41,493) (57,170) (15,677) (27)

Other income, net 4,887 5,395 (508) (9)

Gain on event cancellation insurance claims — 300,000 (300,000) nm

Other (expense) income, net

4,304 4,404 (100) (2)

Provision for income taxes 167,204 230,584 (63,380) (27)

Net income $ 487,079 $ 855,142 $ (368,063) (43) %

nm = not meaningful

In addition to GAAP results, we provide foreign currency neutral dollar amounts and percentages for our revenues, certain expenses, contract values and other metrics.

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dollars by applying the same foreign exchange rates to all periods presented.

Total revenues for the three months ended June 30, 2025 were $1.7 billion, an increase of $91.4 million, or 6% compared to the same period in 2024 on a reported basis and 5% excluding the foreign currency impact.

Total revenues for the six months ended June 30, 2025 were $3.2 billion, an increase of $0.2 billion, or 5% compared to the same period in 2024 on both a reported basis and excluding the foreign currency impact.

Refer to the section of this MD&A below entitled “Segment Results” for a discussion of revenues and results by segment.

Cost of services and product development was $531.7 million during the three months ended June 30, 2025, an increase of $18.4 million compared to the same period in 2024, or 4% on a reported basis and 2% excluding the foreign currency impact.

The increase in Cost of services and product development during the three months ended June 30, 2025 was primarily due to a $12.2 million increase in personnel expenses associated with merit increases.

Cost of services and product development as a percent of revenues was 32% for each of the three months ended June 30, 2025 and 2024.

Cost of services and product development was $1.0 billion during the six months ended June 30, 2025, an increase of $34.0 million compared to the same period in 2024, or 3% on both a reported basis and excluding the foreign currency impact.

The increase in Cost of services and product development during the six months ended June 30, 2025 was primarily due to a $31.2 million increase in personnel expenses associated with merit increases.

Cost of services and product development as a percent of revenues was 31% and 32% for the six months ended June 30, 2025 and 2024, respectively.

Selling, general and administrative (“SG&A”) expense was $776.9 million during the three months ended June 30, 2025, an increase of $64.8 million compared to the same period in 2024, or 9% and on a reported basis and 8% excluding the foreign currency impact.

The increase in SG&A expense during the three months ended June 30, 2025 was primarily a result of a $40.9 million increase in personnel expenses due to increased headcount and merit increases.

SG&A expense was $1.5 billion during the six months ended June 30, 2025, an increase of $105.3 million compared to the same period in 2024, or 8% on both reported basis and excluding the foreign currency impact.

The increase in SG&A expense during the six months ended June 30, 2025 was primarily a result of an $81.6 million increase in personnel expenses due to increased headcount and merit increases.

The number of quota-bearing sales associates in Global Technology Sales increased by 3% to 3,695 and in Global Business Sales, increased by 10% to 1,339 compared to June 30, 2024.

On a combined basis, the total number of quota-bearing sales associates increased by 5% when compared to June 30, 2024.

SG&A expense as a percent of revenues was 46% and 45% during the three months ended June 30, 2025 and 2024, respectively.

SG&A expense as a percent of revenues was 47% and 46% during the six months ended June 30, 2025 and 2024, respectively.

Depreciation increased by 11% and 10% during the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024.

The increase for the three and six months ended June 30, 2025 was primarily due to increased software additions during the last twelve months.

Amortization of intangibles decreased by 12% and 8% during the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024, due to certain intangible assets becoming fully amortized in 2024.

Acquisition and integration charges decreased by $0.4 million and 0.8 million during the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024.

Operating income was $327.1 million and $318.8 million during the three months ended June 30, 2025 and 2024, respectively.

Operating income was $605.1 million and $592.7 million during the six months ended June 30, 2025 and 2024, respectively.

The increases in operating income for the three and six months ended June 30, 2025 as compared to the prior year periods were primarily due to increased revenues, partially offset by increases in cost of services and product development and selling, general and administrative expenses.

Interest expense, net decreased by $8.2 million and $14.0 million during the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024.

The decrease for the three and six months ended June 30, 2025 was due to increased interest income, primarily as a result of higher cash balances than the prior year.

Other income, net for the periods presented herein included the net impact of foreign currency gains and losses from our hedging activities.

Other income, net for the three months ended June 30, 2025 and 2024 also included gains of $0.3 million and $0.6 million, respectively, on de-designated interest rate swaps.

Other income, net for the six months ended June 30, 2025 and 2024 also included gains of $0.4 million and $5.0 million, respectively, on de-designated interest rate swaps.

The provision for income taxes was $77.0 million and $69.7 million for the three months ended June 30, 2025 and 2024, respectively and $133.1 million and $118.8 million for the six 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 and 22.8% and 21.3% for the six months ended June 30, 2025 and 2024, respectively.

While all periods include benefits related to research and development tax credits, the current year effective income tax rates reflect a lower benefit than the same periods in the prior year.

Net income for the three months ended June 30, 2025 and 2024 was $240.8 million and $229.5 million, respectively, while net income for the six months ended June 30, 2025 and 2024 was $451.7 million and $440.1 million , respectively.

Our diluted net income per share during the three months ended June 30, 2025 increased b y $0.18 .

The increases in net income during the three and six months ended June 30, 2025 were primarily due to an increase in revenues and lower interest expense, net, partially offset by increases in operating expenses and the provision for income taxes.

Total revenues for the three months ended September 30, 2025 were $1.5 billion, an increase of $39.8 million, or 3% compared to the same period in 2024 on a reported basis and 1% excluding the foreign currency impact.

Total revenues for the nine months ended September 30, 2025 were $4.7 billion, an increase of $0.2 billion, or 4% compared to the same period in 2024 on both a reported basis and excluding the foreign currency impact.

Refer to the section of this MD&A below entitled “Segment Results” for a discussion of revenues and results by reportable segment.

Cost of services and product development was $474.2 million during the three months ended September 30, 2025, a decrease of $1.1 million compared to the same period in 2024, or nearly flat on a reported basis and a decrease of 1% excluding the foreign currency impact.

The decrease in Cost of services and product development during the three months ended September 30, 2025 was primarily due to a $10.5 million decrease in product and content delivery expenses, partially offset by $10.0 million increase in personnel expenses associated with merit increases.

Cost of services and product development as a percent of revenues was 31% and 32% for the three months ended September 30, 2025 and 2024, respectively.

Cost of services and product development was $1.5 billion during the nine months ended September 30, 2025, an increase of $32.9 million compared to the same period in 2024, or 2% on both a reported basis and excluding the foreign currency impact.

The increase in Cost of services and product development during the nine months ended September 30, 2025 was primarily due to a $43.6 million increase in personnel expenses associated with merit increases, partially offset by a $12.7 million decrease in product and content delivery expenses.

Cost of services and product development as a percent of revenues was 31% and 32% for the nine months ended September 30, 2025 and 2024, respectively.

Selling, general and administrative (“SG&A”) expense was $762.6 million during the three months ended September 30, 2025, an increase of $50.8 million compared to the same period in 2024, or 7% and on a reported basis and 6% excluding the foreign currency impact.

The increase in SG&A expense during the three months ended September 30, 2025 was primarily a result of a $33.3 million increase in personnel expenses, due to merit increases and increased headcount, as well as increased severance expenses.

SG&A expense was $2.3 billion during the nine months ended September 30, 2025, an increase of $156.1 million compared to the same period in 2024, or 7% on both reported basis and excluding the foreign currency impact.

The increase in SG&A expense during the nine months ended September 30, 2025 was primarily a result of an $114.9 million increase in personnel expenses, due to merit increases and increased headcount, as well as increased severance expenses.

The number of quota-bearing sales associates in Global Technology Sales increased by 1% to 3,715 and in Global Business Sales, increased by 5% to 1,303 compared to September 30, 2024.

On a combined basis, the total number of quota-bearing sales associates increased by 2% when compared to September 30, 2024.

SG&A expense as a percent of revenues was 50% and 48% during the three months ended September 30, 2025 and 2024, respectively.

SG&A expense as a percent of revenues was 48% and 46% during the nine months ended September 30, 2025 and 2024, respectively.

Depreciation increased by 6% and 9% during the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024.

The increase for the three and nine months ended September 30, 2025 was primarily due to increased software additions during the last twelve months.

Amortization of intangibles decreased by 9% and 8% during the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024, due to certain intangible assets becoming fully amortized in 2024.

Acquisition and integration charges decreased by $0.2 million and $1.0 million during the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024.

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

Operating income was $86.3 million and $245.8 million during the three months ended September 30, 2025 and 2024, respectively.

Operating income was $691.5 million and $838.5 million during the nine months ended September 30, 2025 and 2024, respectively.

The decreases in operating income for the three and nine months ended September 30, 2025 as compared to the prior year periods were primarily due to the goodwill impairment loss of $150.0 million, as well as increases in selling, general and administrative expenses, partially offset by increased revenues.

Interest expense, net decreased by $1.7 million and $15.7 million during the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024.

The decrease for the three and nine months ended September 30, 2025 was due to increased interest income, primarily as a result of higher average cash balances than the prior year.

Gain on event cancellation insurance claims of $300.0 million during the three and nine months ended September 30, 2024 reflected proceeds from 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.

Other (expense) income, net for the periods presented herein included the net impact of foreign currency gains and losses from our hedging activities.

Other (expense) income, net also included a loss of $2.9 million for the three months ended September 30, 2024 and a gain of $0.5 million and $2.2 million for the nine months ended September 30, 2025 and 2024, respectively, on de-designated interest rate swaps.

The provision for income taxes was $34.1 million and $111.8 million for the three months ended September 30, 2025 and 2024, respectively and $167.2 million and $230.6 million for the nine 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 and 25.6% and 21.2% for the nine months ended September 30, 2025 and 2024, respectively.

The increase in the effective income tax rate for both the three and nine months ended September 30, 2025 was primarily due to the impact of the goodwill impairment, which is not deductible for tax purposes.

Net income for the three months ended September 30, 2025 and 2024 was $35.4 million and $415.0 million, respectively, while net income for the nine months ended September 30, 2025 and 2024 was $487.1 million and $855.1 million , respectively.

Our diluted net income per share during the three months ended September 30, 2025 decreased b y $4.85 .

The decreases in net income during the three and nine months ended September 30, 2025 were primarily due to the gain on event cancellation

insurance claims in 2024, the goodwill impairment loss, and increases in operating expenses, partially offset by an increase in revenues and lower interest expense, net.

SEGMENT RESULTS

We evaluate reportable segment performance and allocate resources based on gross contribution margin.

Gross contribution is defined as operating income or loss excluding certain Cost of services and product development expenses, SG&A expenses, Depreciation, Amortization of intangibles, Acquisition and integration charges and Gain from sale of divested operation.

We evaluate segment performance and allocate resources based on gross contribution margin.

Gross contribution margin is defined as gross contribution as a percent of revenues.

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The sections below present the results of the Company’s three reportable business segments:

Insights (formerly Research), Conferences and Consulting.

As Of And For The Three Months Ended June 30, 2025 As Of And For The Three Months Ended June 30, 2024 Increase

Insights, Conferences and Consulting.

As Of And For The Three Months Ended September 30, 2025 As Of And For The Three Months Ended September 30, 2024 Increase

(Decrease) Percentage

(Decrease) As Of And For The Six Months Ended June 30, 2025 As Of And For The Six Months Ended June 30, 2024 Increase

(Decrease) As Of And For The Nine Months Ended September 30, 2025 As Of And For The Nine Months Ended September 30, 2024 Increase

(Decrease) Percentage

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Gross contribution (1) $ 974,323 $ 923,772 $ 50,551 5 % $ 2,901,002 $ 2,742,711 $ 158,291 6 %

Gross contribution margin 74 % 74 % — — 74 % 74 % — —

Gross contribution margin 77 % 76 % 1 point — 77 % 77 % — —

Business Measurements :

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(3) Contract values are on a foreign currency neutral basis.

Contract values as of June 30, 2024 have been calculated using the same foreign currency rates as 2025.

Insights revenues i ncreased by $53.5 million during the three months ended June 30, 2025 compared to the same period in 2024, or 4% on a reported basis and 3% excluding the foreign currency impact.

For the six months ended June 30, 2025, Insights revenue increased by $107.1 million compared to the same period in 2024 or 4% on a reported basis and 5% excluding the foreign currency impact.

Contract values as of September 30, 2024 have been calculated using the same foreign currency rates as 2025.

Insights revenues i ncreased by $61.2 million during the three months ended September 30, 2025 compared to the same period in 2024, or 5% on a reported basis and 4% excluding the foreign currency impact.

For the nine months ended September 30, 2025, Insights revenue increased by $207.6 million compared to the same period in 2024 or 6% on both a reported basis and excluding the foreign currency impact.

The increase in revenues during 2025 was primarily due to Insights contract value growth in 2024.

The segment gross contribution margin was 74% for both the three and six months ended June 30, 2025 and 2024.

Contract value increased to $5.0 billion at June 30, 2025, or 5% compared to June 30, 2024 excluding the foreign currency impact.

The segment gross contribution margin was 77% for both the three and nine months ended September 30, 2025 and 76% and 77% for the three and nine months ended September 30, 2024, respectively.

Contract value increased to $5.0 billion at September 30, 2025, or 3% compared to September 30, 2024 excluding the foreign currency impact.

The majority of industry sectors grew mid single-digit rates or faster.

Growth was led by the energy, manufacturing and healthcare sectors, with public sector having a low single digit decrease.

Global Technology Sales (“GTS”) contract value increased by 4% at June 30, 2025 when compared to June 30, 2024.

Growth was led by the energy, transportation and banking sectors, partially offset by a high single digit decrease in public sector, primarily related to the US federal government.

Global Technology Sales (“GTS”) contract value increased by 2% at September 30, 2025 when compared to September 30, 2024.

The increase in GTS contract value was primarily due to new business from existing clients.

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Global Business Sales (“GBS”) contract value increased by 7% year-over-year, also primarily driven by new business from existing clients.

The majority of our GBS practices achieved double-digit growth rates, with the majority of enterprise sizes and sectors growing high single-digits or faster year-over-year as well.

GTS client retention was 84% and 83% as of June 30, 2025 and 2024, respectively, while wallet retention was 99% and 101% as of June 30, 2025 and 2024, respectively.

GBS client retention was 87% as of both June 30, 2025 and 2024, while wallet retention was 104% and 106%, respectively.

The majority of our GBS practices, enterprise sizes and sectors grew high single-digits or faster year-over-year.

Both GTS and GBS contract value growth were affected by decreases in contract value with the US federal government.

GTS client retention was 84% and 83% as of September 30, 2025 and 2024, respectively, while wallet retention was 98% and 101% as of September 30, 2025 and 2024, respectively.

GBS client retention was 87% as of both September 30, 2025 and 2024, while wallet retention was 102% and 106%, respectively.

The decrease in GTS and GBS wallet retention was largely due to lower levels of spending by existing clients compared to the same period in 2024.

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024 Increase

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024 Increase

(Decrease) Percentage

(Decrease) Six Months Ended June 30, 2025 Six Months Ended June 30, 2024 Increase

(Decrease) Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024 Increase

(Decrease) Percentage

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Gross contribution (1) $ 27,312 $ 30,489 $ (3,177) (10) % $ 176,082 $ 161,856 $ 14,226 9 %

Gross contribution margin 57 % 58 % (1) point — 52 % 51 % 1 point —

Gross contribution margin 37 % 40 % (3) points — 49 % 49 % — —

Business Measurements:

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(2) Single day, local meetings are excluded.

Conferences revenues increased by $25.3 million during the three months ended June 30, 2025 compared to the same period in 2024, or 14% on a reported basis and 12% excluding the foreign currency impact.

The increase in revenues for the three months ended June 30, 2025 was primarily due to increased destination conferences compared to the same period in 2024.

We held 19 and 16 destination conferences during the three months ended June 30, 2025 and 2024, respectively, with the increase primarily as a result of three destination conferences moving from the first and third quarters to the second quarter in 2025.

Gross contribution increased to $121.4 million during the three months ended June 30, 2025 compared to $108.1 million in the same period last year.

The increase in gross contribution during the three ended June 30, 2025 was primarily the result of the increase in revenues, partially offset by an increase in conference-related expenses as a result of holding three additional destination conferences in the second quarter in 2025 compared to the same period in 2024.

For the six months ended June 30, 2025 Conferences revenues increased by $27.9 million compared to the same period in 2024, or 11% on a reported basis and 10% excluding the foreign currency impact.

We held 29 and 28 destination conferences during the six months ended June 30, 2025 and 2024, respectively.

The increase in revenues for the six months ended June 30, 2025 was primarily due to increased exhibitor revenue compared to the same period in 2024.

Gross contribution increased to $148.8 million during the six months ended June 30, 2025 compared to $131.4 million in the same period last year.

The increase in gross contribution during the six months ended June 30, 2025 was primarily the result of the increase in revenues, partially offset by an increase in conference-related expenses.

As Of And For The Three Months Ended June 30, 2025 As Of And For The Three Months Ended June 30, 2024 Increase

Conferences revenues decreased by $1.2 million during the three months ended September 30, 2025 compared to the same period in 2024, or 2% on a reported basis and 4% excluding the foreign currency impact.

The decrease in revenues for the three months ended September 30, 2025 was primarily due to lower attendee revenue, as a result of two existing conferences being moved out and two new conferences being launched in the third quarter.

We held 10 destination conferences during both the three months ended September 30, 2025 and 2024.

Gross contribution decreased to $27.3 million during the three months ended September 30, 2025 compared to $30.5 million in the same period last year.

The decrease in gross contribution during the three months ended September 30, 2025 was primarily the result of the decrease in revenues as well an increase in conference-related expenses as a result of higher headcount.

For the nine months ended September 30, 2025 Conferences revenues increased by $26.6 million compared to the same period in 2024, or 8% on a reported basis and 7% excluding the foreign currency impact.

We held 39 and 38 destination conferences during the nine months ended September 30, 2025 and 2024, respectively.

The increase in revenues for the nine months ended September 30, 2025 was primarily due to increased exhibitor revenue compared to the same period in 2024.

Gross contribution increased to $176.1 million during the nine months ended September 30, 2025 compared to $161.9 million in the same period last year.

The increase in gross contribution during the nine months ended September 30, 2025 was primarily the result of the increase in revenues, partially offset by an increase in conference-related expenses.

As Of And For The Three Months Ended September 30, 2025 As Of And For The Three Months Ended September 30, 2024 Increase

(Decrease) Percentage

(Decrease) As Of And For The Six Months Ended June 30, 2025 As Of And For The Six Months Ended June 30, 2024 Increase

(Decrease) As Of And For The Nine Months Ended September 30, 2025 As Of And For The Nine Months Ended September 30, 2024 Increase

(Decrease) Percentage

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Gross contribution (1) $ 35,222 $ 41,517 $ (6,295) (15) % $ 150,169 $ 149,523 $ 646 — %

Gross contribution margin 40 % 38 % 2 points — 39 % 39 % — —

Gross contribution margin 29 % 33 % (4) points — 36 % 37 % (1) point —

Business Measurements:

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(2) Backlog is on a foreign currency neutral basis.

Backlog as of June 30, 2024 has been calculated using the same foreign currency rates as 2025.

Consulting revenues increased by 9% during the three months ended June 30, 2025 compared to the same period in 2024 on a reported basis and 6% excluding the foreign currency impact, with an increase in labor-based consulting revenue of 3% and an increase in contract optimization revenue of 26%, each on a reported basis.

Contract optimization revenue may vary significantly and, as such, revenues for the second quarter of 2025 may not be indicative of results for the remainder of 2025 or beyond.

The segment gross contribution margin was 40% and 38% for the three months ended June 30, 2025 and 2024, respectively.

The increase in gross contribution margin for the three months ended June 30, 2025 was primarily due to the increase in revenues.

For the six months ended June 30, 2025, Consulting revenues increased 6% compared to the same period in 2024 on both a reported basis and excluding the foreign currency impact, with a decrease in labor-based consulting revenue of 1% and an increase in contract optimization revenue of 30%, each on a reported basis.

The segment gross contribution margin for the six months ended June 30, 2025 was flat compared to the same period in 2024.

Backlog decreased by $3.9 million, or 2%, from June 30, 2024 to June 30, 2025, excluding the foreign currency impact.

Backlog as of September 30, 2024 has been calculated using the same foreign currency rates as 2025.

Consulting revenues decreased by 3% during the three months ended September 30, 2025 compared to the same period in 2024 on a reported basis and 5% excluding the foreign currency impact, with a decrease in labor-based consulting revenue of 7% and an increase in contract optimization revenue of 12%, each on a reported basis.

Contract optimization revenue may vary significantly and, as such, revenues for the third quarter of 2025 may not be indicative of results for the remainder of 2025 or beyond.

The segment gross contribution margin was 29% and 33% for the three months ended September 30, 2025 and 2024, respectively.

The decrease in gross contribution margin for the three months ended September 30, 2025 was primarily due to the decrease in revenues.

For the nine months ended September 30, 2025, Consulting revenues increased 3% compared to the same period in 2024 on both a reported basis and excluding the foreign currency impact, with a decrease in labor-based consulting revenue of 3% and an increase in contract optimization revenue of 25%, each on a reported basis.

The segment gross contribution margin was 36% and 37% for the nine months ended September 30, 2025 and 2024, respectively.

Backlog decreased by $18.9 million, or 9%, from September 30, 2024 to September 30, 2025, excluding the foreign currency impact.

LIQUIDITY AND CAPITAL RESOURCES

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Note 7 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations.

At June 30, 2025, we had $2.2 billion of cash and cash equivalents and approximately $0.7 billion of available borrowing capacity on the revolving credit facility under our 2024 Credit Agreement.

At September 30, 2025, we had $1.4 billion of cash and cash equivalents and approximately $0.7 billion of available borrowing capacity on the revolving credit facility under our 2024 Credit Agreement.

We believe that the Company has adequate liquidity to meet its currently anticipated needs for both the next twelve months and the foreseeable future.

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Our cash and cash equivalents are held in numerous locations throughout the world with 69% held outside the U.S.

at June 30, 2025.

at September 30, 2025.

We intend to distribute a portion of the accumulated undistributed earnings of non-U.S.

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The table below summarizes the changes in our cash balances for the periods indicated (in thousands).

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024 Increase

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024 Increase

Cash provided by operating activities $ 995,821 $ 1,149,567 $ (153,746)

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Cash used in financing activities (1,467,475) (615,557) (851,918)

Net increase (decrease) in cash and cash equivalents and restricted cash 215,572 (48,456) 264,028

Net (decrease) increase in cash and cash equivalents and restricted cash

(562,964) 454,214 (1,017,178)

Effects of exchange rates on cash and cash equivalents 60,547 (5,521) 66,068

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Ending cash and cash equivalents $ 1,430,730 $ 1,768,292 $ (337,562)

Cash provided by operating activities was $697.1 million and $558.8 million during the six months ended June 30, 2025 and 2024, respectively.

The year-over-year increase was primarily due to the improved timing of collections and lower income tax payments.

Cash used in investing activities was $61.8 million and $54.0 million during the six months ended June 30, 2025 and 2024, respectively.

Cash provided by operating activities was $1.0 billion and $1.1 billion during the nine months ended September 30, 2025 and 2024, respectively.

The year-over-year decrease was primarily due to $300.0 million of insurance proceeds received during 2024 partially offset by the improved timing of collections and lower income tax payments.

Cash used in investing activities was $91.3 million and $79.8 million during the nine months ended September 30, 2025 and 2024, respectively.

The increase from 2024 to 2025 was primarily the result of higher leasehold improvements expenditures.

Cash used in financing activities was $419.7 million and $553.2 million during the six months ended June 30, 2025 and 2024, respectively.

We used $437.2 million and $564.7 million of cash for share repurchases during the six months ended June 30, 2025 and 2024, respectively.

Cash used in financing activities was $1.5 billion and $615.6 million during the nine months ended September 30, 2025 and 2024, respectively.

We used $1.5 billion and $633.4 million of cash for share repurchases during the nine months ended

September 30, 2025 and 2024, respectively.

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

The initial borrowing was used to repay the outstanding amounts under the 2020 Credit Agreement.

As of June 30, 2025, the Company had $2.5 billion of principal amount of debt outstanding.

As of September 30, 2025, the Company had $2.5 billion of principal amount of debt outstanding.

Note 7 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations.

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OFF BALANCE SHEET ARRANGEMENTS

From January 1, 2025 through June 30, 2025, the Company has not entered into any material off-balance sheet arrangements or transactions with unconsolidated entities or other persons.

From January 1, 2025 through September 30, 2025, the Company has not entered into any material off-balance sheet arrangements or transactions with unconsolidated entities or other persons.

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 2. Management’s Discussion and Analysis