What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-12 compared with 2025-02-13 · 149 added, 114 removed, 257 unchanged (51% of the section changed)

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Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in our forward-looking statements include, among others, the following:

the impact of general economic conditions, including inflation (and related monetary policy by governments in response to inflation), on economic activity and our operations;

changes in macroeconomic and market conditions and market volatility, including interest rates and the effect on the credit markets and access to capital;

the impact of global economic and geopolitical conditions, including inflation, and recession;

our ability to maintain and expand our products and services;

our ability to keep pace with technological developments in artificial intelligence (“AI”) and comply with evolving AI regulations;

our ability to achieve continued customer renewals and achieve new contract value, backlog and deferred revenue growth in light of competitive pressures;

our ability to grow or sustain revenue from individual customers;

our ability to expand or retain our customer base;

our ability to carry out our strategic initiatives and manage associated costs;

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our ability to achieve and effectively manage growth, including our ability to integrate our acquisitions and consummate and integrate future acquisitions;

our ability to pay our debt obligations;

our ability to maintain and expand our products and services;

our ability to expand or retain our customer base;

our ability to grow or sustain revenue from individual customers;

our ability to attract and retain a professional staff of research analysts and consultants as well as experienced sales personnel upon whom we are dependent, especially in light of labor competition;

our ability to achieve continued customer renewals and achieve new contract value, backlog and deferred revenue growth in light of competitive pressures;

our ability to attract and retain a professional staff of analysts and consultants as well as experienced sales personnel upon whom we are dependent, especially in light of labor competition;

our ability to successfully compete with existing competitors and potential new competitors;

our ability to enforce and protect our intellectual property rights;

our ability to keep pace with technological developments in artificial intelligence (“AI”) and comply with evolving AI regulations;

the impact of cybersecurity incidents or other disruptions to our information systems;

our ability to pay our debt obligations;

the impact of global economic and geopolitical conditions, including inflation (and related monetary policy by governments in response to inflation) and recession;

uncertain effects, both direct and indirect, of changes and volatility in tariffs and trade policies;

risks associated with the creditworthiness, budget cuts, priorities and shutdown of governments and agencies;

additional risks associated with international operations, including foreign currency fluctuations;

the impact on our business resulting from changes in international conditions, including those resulting from the conflict in the Middle East, the war in Ukraine and current and future sanctions imposed by governments or other authorities;

the impact on our business resulting from changes in international conditions, including those resulting from tensions in the Middle East, the war in Ukraine and current and future sanctions imposed by governments or other authorities;

the impact of restructuring and other charges on our businesses and operations;

cybersecurity incidents or other disruptions to our information systems;

risks associated with the creditworthiness, budget cuts, and shutdown of governments and agencies;

our ability to meet sustainability commitments and comply with applicable regulatory requirements;

our ability to meet sustainability commitments and comply with applicable regulatory requirements, as well as potential reactions by customers to these commitments;

the impact of changes in tax policy (including global minimum tax legislation) and heightened scrutiny from various taxing authorities globally;

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Readers should not place undue reliance on these forward-looking statements, which reflect management’s opinion only as of the date on which they were made.

Forward-looking statements in this Annual Report on Form 10-K speak only as of the date hereof, and forward-looking statements in documents attached that are incorporated by reference speak only

as of the date of those documents.

Forward-looking statements in this Annual Report on Form 10-K speak only as of the date hereof, and forward-looking statements in documents attached that are incorporated by reference speak only as of the date of those documents.

Except as required by law, we disclaim any obligation to review or update these forward-looking statements to reflect events or circumstances as they occur.

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Gartner, Inc.

IT) delivers actionable, objective insight that drives smarter decisions and stronger performance on an organization’s mission-critical priorities.

We are a trusted advisor and an objective resource for close to 14,000 enterprises in approximately 90 countries and territories — across all major functions, in every industry and enterprise size.

Gartner delivers its products and services globally through three business segments – Research, Conferences and Consulting, as described below.

• Research equips executives and their teams from every function and across all industries with actionable, objective insight, guidance and tools.

Our experienced experts deliver all this value informed by a combination of practitioner-sourced and data-driven research to help our clients address their mission critical priorities.

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

We are a trusted advisor and an objective resource for over 13,000 enterprises in approximately 90 countries and territories — across all major functions, in every industry and enterprise size.

Gartner delivers its products and services globally through three reportable business segments – Insights, Conferences and Consulting, as described below.

• Insights equips executives and their teams from every major function, geography, industry and sector with actionable, objective insights, guidance and tools.

Our experts deliver proprietary insights that are informed by thoroughly vetted practitioner-sourced and data-driven research to help our clients address their mission-critical priorities.

• Conferences provides executives and teams across an organization the opportunity to learn, share and network.

From our Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-driven sessions, our offerings enable attendees to experience the best of Gartner insight and guidance.

• Consulting serves senior executives leading technology-driven strategic initiatives leveraging the power of Gartner’s actionable, objective insight.

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

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.

Recent Developments

Our Insights contract value with the US federal government was approximately $126.0 million at December 31, 2025.

Less than half of our December 31, 2024 Insights contract value was retained in 2025.

In addition to the non-renewals, we have received notices of termination-for-convenience from various US government agencies for approximately $3.0 million of contracts that are primarily scheduled to expire in the first quarter of 2026.

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.

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

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

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

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 our 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 year ended December 31, 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.

On January 29, 2026, we entered into a definitive agreement to sell our Digital Markets business.

As of December 31, 2025, the assets and liabilities of Digital Markets were considered held for sale, resulting in $106.4 million of assets held for sale and $20.5 million of liabilities held for sale on the Consolidated Balance Sheet.

The majority of the held for sale assets were goodwill, property, equipment and leasehold improvements, net and accounts receivable, with carrying amounts of $49.1 million, $26.3 million and $25.2 million, respectively, while the majority of the held for sale liabilities was accounts payable and accrued liabilities, with a carrying amount of $14.2 million.

On February 5, 2026, we completed the sale of Digital Markets for approximately $110.0 million, prior to customary purchase price adjustments.

BUSINESS MEASUREMENTS

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BUSINESS SEGMENT BUSINESS MEASUREMENT

Research Contract value represents the dollar value attributable to all of our subscription-related contracts.

Insights Contract value represents the dollar value attributable to all of our subscription-related contracts.

It is calculated as the annualized value of all contracts in effect at a specific point in time, without regard to the duration of the contract.

Contract value primarily includes Research deliverables for which revenue is recognized on a ratable basis, as well as other deliverables (primarily Conferences tickets) for which revenue is recognized when the deliverable is utilized.

Comparing contract value year-over-year not only measures the short-term growth of our business, but also signals the long-term health of our Research subscription business since it measures revenue that is highly likely to recur over a multi-year period.

Contract value primarily includes Insights deliverables for which revenue is recognized on a ratable basis, as well as other deliverables (primarily Conferences tickets) for which revenue is recognized when the deliverable is utilized.

Comparing contract value year-over-year not only measures the short-term growth of our business, but also signals the long-term health of our Insights subscription business since it measures revenue that is highly likely to recur over a multi-year period.

Our contract value consists of Global Technology Sales contract value , which includes sales to users and providers of technology, and Global Business Sales contract value , which includes sales to all other functional leaders.

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EXECUTIVE SUMMARY OF OPERATIONS AND FINANCIAL POSITION

The fundamentals of our strategy include a focus on creating actionable insights for executive leaders 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 $6.3 billion in 2024, an increase of 6% compared to 2023 on both a reported basis and excluding the foreign currency impact.

Net income increased to $1.3 billion in 2024 from $882.5 million in 2023 and diluted earnings per share was $16.00 in 2024 compared to $11.08 in 2023.

Research revenues increased to $5.1 billion in 2024, an increase of 5% compared to 2023 on both a reported basis and excluding the foreign currency impact.

The Research gross contribution margin was 74% in both 2024 and 2023.

The fundamentals of our strategy include focusing on creating actionable insights for executive leaders 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 $6.5 billion in 2025, an increase of 4% compared to 2024 on a reported basis and 3% excluding the foreign currency impact.

Net income decreased to $0.7 billion in 2025 from $1.3 billion in 2024 and diluted earnings per share was $9.65 in 2025 compared to $16.00 in 2024.

The decrease in 2025 is primarily due to the goodwill impairment loss in 2025, the gain on event cancellation insurance claims in 2024 and an increase in the provision for income taxes.

Insights revenues increased to $5.1 billion in 2025, an increase of 5% compared to 2024 on a reported basis and 4% excluding the foreign currency impact.

The Insights gross contribution margin was 77% in both 2025 and 2024.

Contract value was $5.2 billion at December 31, 2025, an increase of 1% compared to December 31, 2024 on a foreign currency neutral basis.

Conferences revenues increased to $583.2 million in 2024, an increase of 15% compared to 2023 on both a reported basis and excluding the foreign currency impact.

Conferences revenues increased to $644.7 million in 2025, an increase of 11% compared to 2024 on a reported basis and 9% excluding the foreign currency impact.

The Conferences gross contribution margin was 50% and 48% in 2025 and 2024, respectively.

We held 51 and 47 in-person conferences in 2024 in 2023, respectively.

Consulting revenues increased to $558.5 million in 2024, an increase of 9% compared to 2023 on both a reported basis and excluding the foreign currency impact.

We held 53 and 51 in-person conferences in 2025 and 2024, respectively.

Consulting revenues decreased to $552.5 million in 2025, a decrease of 1% compared to 2024 on a reported basis and 2% excluding the foreign currency impact.

The Consulting gross contribution margin was 34% and 36% in 2025 and 2024, respectively.

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Revenue recognition — Our revenue by significant source is accounted for as follows:

• Research revenues are mainly derived from subscription contracts for research products.

• Insights revenues are mainly derived from subscription contracts for insights products.

The related revenues are deferred and recognized ratably over the applicable contract term.

Fees derived from assisting organizations in selecting the right business software for their needs are recognized when the leads are provided to vendors.

• Conferences revenues are deferred and recognized upon the completion of the related conference or meeting.

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Revenues related to contract optimization engagements are contingent in nature and are only recognized upon satisfaction of all conditions related to their payment.

The majority of our Research contracts are billable upon signing, absent special terms granted on a limited basis from time to time.

Research contracts are generally non-cancelable and non-refundable, except for government contracts that may have cancellation or fiscal funding clauses.

Generally, it is our policy to record the amount of a subscription contract that is billable as a fee receivable at the time the contract is signed with a corresponding amount as deferred revenue because the contract represents a legally enforceable claim.

The majority of our Insights contracts are billable upon signing, absent special terms granted on a limited basis from time to time.

Insights contracts are generally non-cancelable and non-refundable, except for government contracts that may have cancellation or fiscal funding clauses.

When a subscription contract is invoiced, we record the billable amount as a fee receivable, representing our legally enforceable right to payment.

The corresponding amount is recognized as deferred revenue until the underlying services are provided and control is transferred to the customer.

In certain instances, we may have satisfied our performance obligations and earned revenue prior to invoicing the customer.

In such cases, we record an unbilled receivable, which represents our right to payment for services already delivered but not yet billed.

Fees derived from assisting organizations in selecting the right business software for their needs are recognized when the leads are provided to vendors.

Note 1 — Business and Significant Accounting Policies and Note 9 — Revenue and Related Matters in the Notes to Consolidated Financial Statements provide additional information regarding our revenues.

Goodwill and other intangible assets — Our goodwill is evaluated in accordance with FASB ASC Topic 350, which requires goodwill to be assessed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable.

In addition, an impairment evaluation of our amortizable intangible assets may also be performed if events or circumstances indicate potential impairment.

Among the factors that could trigger an impairment review are current operating results that do not align with our annual plan or historical performance;

changes in our strategic plans or the use of our assets;

restructuring charges or other changes in our business segments;

competitive pressures and changes in the general economy or in the markets in which we operate;

and a significant decline in our stock price and our market capitalization relative to our net book value.

When performing our annual assessment of the recoverability of goodwill, we initially perform 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 our reporting units is less than the related carrying amount.

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

However, if the results of our qualitative assessment indicate that it is more likely than not that the fair value of a reporting unit is less than its respective carrying amount, then we perform a quantitative impairment test.

Evaluating the recoverability of goodwill requires judgments and assumptions regarding future trends and events.

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

Among the factors that we consider in our qualitative assessment are general economic conditions and the competitive environment;

actual and projected reporting unit financial performance;

forward-looking business measurements;

and external market assessments.

To determine the fair values of our reporting units for a quantitative analysis, we typically utilize detailed financial projections, which include significant variables, such as projected rates of revenue growth, profitability and cash flows, as well as assumptions regarding discount rates, our weighted average cost of capital and other data.

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 our Digital Markets reporting unit.

As a result, during the year ended December 31, 2025 a goodwill impairment loss of $150.0 million was recognized in the Digital Markets reporting unit, which is included in Other for segment reporting purposes.

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

Subsequent to completing our 2025 annual impairment test, no events or changes in circumstances were noted that required an interim goodwill impairment test.

Note 1 — Business and Significant Accounting Policies and Note 3 — Goodwill and Intangible Assets in the Notes to Consolidated Financial Statements provide additional information regarding our goodwill and amortizable intangible assets.

Accounting for income taxes — We use the asset and liability method of accounting for income taxes.

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We use estimates in determining the amount of unrecognized tax benefits associated with uncertain tax positions.

Significant judgment is required in evaluating tax law and measuring the benefits likely to be realized.

Significant judgment is required in evaluating tax law and measuring the benefits likely

to be realized.

Uncertain tax positions are periodically re-evaluated and adjusted as more information about their ultimate realization becomes available.

In December 2024, we completed an intercompany transfer of certain intellectual property (IP).

As a result, we recorded a deferred tax asset of approximately $163.2 million, based on the fair value of the IP rights transferred.

The deferred tax asset represents the value of future tax deductions for amortization of the assets in the acquiring jurisdiction.

The fair value of the intellectual property was determined using an income approach based on unobservable inputs and involves significant judgments such as, but not limited to, future cash flows and discount rates.

Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

Accounting for stock-based compensation — We account for stock-based compensation awards in accordance with FASB ASC Topics 505 and 718 and SEC Staff Accounting Bulletins No.

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Amortization of intangibles 82,294 90,232 (7,938) (9)

Acquisition and integration charges 973 9,587 (8,614) (90)

Gain from sale of divested operation — (135,410) 135,410 nm

Acquisition and integration charges — 973 (973) nm

Goodwill impairment 150,000 — 150,000 nm

Operating income 1,025,711 1,156,287 (130,576) (11)

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nm = not meaningful

Total revenues for 2024 were $6.3 billion, an increase of $360.5 million compared to 2023, or 6% on both a reported basis and excluding the foreign currency impact.

Total revenues for 2025 were $6.5 billion, an increase of $229.8 million compared to 2024, or 4% on a reported basis and 3% excluding the foreign currency impact.

The tables below present (i) revenues by geographic region (based on where the sale is fulfilled) and (ii) revenues by segment for the years indicated (in thousands).

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Segment Year Ended December 31, 2025 Year Ended December 31, 2024 Increase Percentage Increase

Research $ 5,125,650 $ 4,887,046 $ 238,604 5 %

Insights $ 5,072,570 $ 4,829,051 $ 243,519 5 %

Conferences 644,743 583,224 61,519 11

Consulting 552,499 558,537 (6,038) (1)

Other 227,414 296,599 (69,185) (23)

Total revenues $ 6,497,226 $ 6,267,411 $ 229,815 4 %

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 $2.0 billion in 2024, an increase of $119.8 million compared to 2023, or 6% on both a reported basis and excluding the foreign currency impact.

The increase in Cost of services and product development was primarily due to a $82.8 million increase in personnel expenses associated with headcount and merit increases as well a $37.0 million increase in conference expenses due to an increase in the number of conferences.

Cost of services and product development was $2.1 billion in 2025, an increase of $30.6 million compared to 2024, or 2% on a reported basis and 1% excluding the foreign currency impact.

The increase in Cost of services and product development was primarily due to a $44.1 million increase in personnel expenses associated with merit increases as well as a $13.4 million

increase in conference expenses due to an increase in the number of conferences, partially offset by a decrease in product and content delivery expenses.

Cost of services and product development as a percent of revenues was 32% for both 2025 and 2024.

Selling, general and administrative (“SG&A”) expense was $3.1 billion in 2025, an increase of $182.8 million compared to 2024, or 6% on both a reported basis and excluding the foreign currency impact.

The increase in SG&A during the year ended December 31, 2024, as compared to the prior fiscal year, was primarily a result of a $165.4 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 4% to 3,804 and in Global Business Sales increased by 9% to 1,298, compared to December 31, 2023.

On a combined basis, the total number of quota-bearing sales associates increased by 6% when compared to December 31, 2023.

SG&A expense as a percent of revenues was 46% during both 2024 and 2023.

The increase in SG&A during the year ended December 31, 2025, as compared to the prior fiscal year, was primarily a result of a $150.1 million increase in personnel expenses due to merit increases and higher average headcount, as well as a $56.6 million increase in workforce reduction expenses.

The number of quota-bearing sales associates in Global Technology Sales decreased by 3% to 3,704 and in Global Business Sales decreased by 1% to 1,280, compared to December 31, 2024.

On a combined basis, the total number of quota-bearing sales associates decreased by 2% when compared to December 31, 2024.

SG&A expense as a percent of revenues was 47% and 46% during 2025 and 2024, respectively.

Depreciation increased by 5% during 2025 compared to 2024.

The increase for the year ended December 31, 2024 was primarily due to increased software additions during the last twelve months.

Amortization of intangibles decreased by 2% during 2024 compared to 2023.

The increase for the year ended December 31, 2025 was primarily due to increased software additions during 2025 and 2024.

Amortization of intangibles decreased by 9% during 2025 compared to 2024 primarily due to certain intangible assets that became fully amortized in 2025.

Acquisition and integration charges decreased by $1.0 million during the year ended December 31, 2025, compared to the same period in 2024.

Gain from sale of divested operation during the prior year was attributable to the sale of our TalentNeuron business in February 2023.

We recognized a pre-tax gain of $135.4 million during the year ended December 31, 2023.

Goodwill impairment of $150.0 million during the year ended December 31, 2025, reflected a goodwill impairment loss recognized in the Digital Markets reporting unit.

Operating income was $1.03 billion and $1.16 billion during 2025 and 2024, respectively.

The 7% decrease in operating income was primarily due to the gain from sale of divested operation recognized during the prior year period, and increases in cost of services and product development and selling, general and administrative expenses, partially offset by increased revenue.

The 11% decrease in operating income was primarily due to the goodwill impairment loss of $150.0 million, as well as an increase in selling, general and administrative expenses, partially offset by increased revenues.

Interest expense, net decreased by $8.9 million during 2025 compared to 2024.

The decrease in interest expense, net was due to increased interest income, primarily as a result of higher cash balances than the prior year.

The decrease in interest expense, net was due to reduced interest expense on our interest rate swaps as well as 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 year ended December 31, 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.

Gain on event cancellation insurance claims of $3.1 million during the year ended December 31, 2023 reflected proceeds related to 2020 conference cancellation insurance claims.

Other income, net for the years presented herein included the net impact of foreign currency gains and losses from our hedging activities, as well as sales of certain state tax credits and the recognition of other tax incentives.

During both 2024 and 2023, Other income, net included a $3.9 million gain on de-designated interest rate swaps.

Other income, net for the years presented herein included the net impact of foreign currency gains and losses from our hedging activities, as well as the recognition of certain tax incentives.

During 2025 and 2024, Other income, net included a gain of $0.5 million and $3.9 million, respectively, on de-designated interest rate swaps.

Provision for income taxes was $238.9 million and $133.7 million during 2025 and 2024, respectively, with an effective income tax rate of 24.7% and 9.6% for 2025 and 2024, respectively.

The decrease in the effective income tax rate in 2024 was primarily the result of net tax benefits of approximately $161.9 million recognized as a result of an intercompany transfer of certain intellectual property in December 2024.

The 2024 provision for income taxes and effective income tax rate were lower than 2025 was due to net tax benefits of approximately $161.9 million recognized in 2024 as a result of an intercompany transfer of certain intellectual property in December 2024.

Note 12 — Income Taxes in the Notes to Consolidated Financial Statements provides additional information regarding the Company’s income taxes.

Net income was $1.3 billion and $882.5 million during 2024 and 2023, respectively.

Additionally, our diluted net income per share increased by $4.92 in 2024 compared to 2023.

The increase in net income during 2024 was primarily due to the gain on event cancellation insurance claims, as well as an increase in revenue and lower provision for income taxes and interest expense, net, partially offset by the gain from sale of divested operation recognized during the year ended December 31, 2023 and increased operating expenses.

Net income was $0.7 billion and $1.3 billion during 2025 and 2024, respectively.

Additionally, our diluted net income per share decreased by $6.35 in 2025 compared to 2024.

The decrease in net income during 2025 was primarily due to the goodwill impairment loss, the gain on event cancellation insurance claims in 2024, an increase in operating expenses and a higher provision for income taxes, partially offset by an increase in revenues.

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, and Acquisition and integration charges.

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, and Acquisition and integration charges.

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

Reportable Segments

The sections below present the results of the Company’s three business segments – Research, Conferences and Consulting, as described below.

The sections below present the results of the Company’s three reportable segments – Insights, Conferences and Consulting, as described below.

Year Ended December 31, 2025 Year Ended December 31, 2024 Increase

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Client retention 85 % 84 % 1 point —

Wallet retention 102 % 101 % 1 point —

Wallet retention 96 % 102 % (6) points —

Global Business Sales (2):

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Client retention 86 % 87 % (1) point —

Wallet retention 106 % 107 % (1) point —

Wallet retention 99 % 106 % (7) points —

(1) Dollars in thousands.

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Contract values as of December 31, 2024 have been calculated using the same foreign currency rates as 2025.

Research revenues increased by $238.6 million during 2024 compared to 2023, or 5% on both a reported basis excluding the foreign currency impact.

The increase in revenues during 2024 was primarily due to Research contract value growth in 2023.

The gross contribution margin was 74% in both 2024 and 2023, as the increase in revenue and decreased research program expenses were offset by an increase in personnel expenses to support future growth.

Insights revenues increased by $243.5 million during 2025 compared to 2024, or 5% on a reported basis and 4% excluding the foreign currency impact.

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

The gross contribution margin was 77% in both 2025 and 2024, as the increase in revenue was offset by an increase in personnel expenses.

Contract value increased to $5.2 billion at December 31, 2025, or 1% compared to December 31, 2024 on a foreign currency neutral basis.

All industry sectors grew at mid single-digit rates or faster, other than media.

The fastest growth was in the manufacturing, healthcare and public sectors.

Global Technology Sales (“GTS”) contract value increased by 7% at December 31, 2024 when compared to December 31, 2023.

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

GTS contract value increased by at least mid single-digits for nearly all enterprise sizes and sectors.

Global Business Sales (“GBS”) contract value increased by 12% year-over-year, also primarily driven by new business from existing clients.

The majority of our GBS practices achieved double-digit growth rates, with all enterprise sizes and the majority of sectors also growing double-digits year-over-year.

Approximately half of industry sectors grew mid single-digit rates or faster.

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

Global Technology Sales (“GTS”) contract value decreased slightly at December 31, 2025 when compared to December 31, 2024.

The decrease in GTS contract value was primarily due to decreased spending from existing clients.

GTS contract value increased by mid single-digit rates for all commercial enterprise sizes and mid-single digits or faster for the majority of industry sectors.

Global Business Sales (“GBS”) contract value increased by 3% year-over-year primarily driven by business from new clients.

The majority of our GBS practices achieved mid single-digit rates or faster growth rates, with all commercial enterprise sizes and the majority of sectors also growing mid single-digit rates or faster year-over-year.

Public sector contract value decreased by double digits and high single digits for GTS and GBS, respectively.

GTS client retention was 85% and 84% as of December 31, 2025 and 2024, respectively, while wallet retention was 96% and 102%, as of December 31, 2025 and 2024, respectively.

GBS client retention was 87% as of both December 31, 2024 and 2023, while wallet retention was 106% and 107% as of December 31, 2024 and 2023, respectively.

GBS client retention was 86% and 87% as of December 31, 2025 and 2024, respectively, while wallet retention was 99% and 106% as of December 31, 2025 and 2024, 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.

Year Ended December 31, 2025 Year Ended December 31, 2024 Increase

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(2) Single day, local meetings are excluded.

Conferences revenues increased by $78.1 million during 2024 compared to 2023, or 15% on both a reported basis and excluding the foreign currency impact.

We held 51 in-person destination conferences during the year ended December 31, 2024.

We held 47 in-person conferences during the year ended December 31, 2023.

The increase in revenues for the year ended December 31, 2024 was due to an increase of 15% in both exhibitor revenue and attendee revenue compared to the same period in 2023.

Conferences revenues increased by $61.5 million during 2025 compared to 2024, or 11% on a reported basis and 9% excluding the foreign currency impact.

We held 53 and 51 destination conferences during the years ended December 31, 2025 and 2024, respectively.

The increase in revenues for the year ended December 31, 2025 was primarily due to an increase of 15% in exhibitor revenue compared to the same period in 2024.

The segment gross contribution margin was 50% and 48% in 2025 and 2024, respectively.

The lower gross contribution margin during 2024 was primarily the result of an increase in conference-related expenses and increased headcount partially offset by the increase in revenue.

The higher gross contribution margin during 2025 was primarily the result of the increase in revenue, partially offset by an increase in conference-related expenses.

As Of And For The Year Ended December 31, 2025 As Of And For The Year Ended December 31, 2024 Increase

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Gross contribution (1) $ 186,430 $ 203,292 $ (16,862) (8) %

Gross contribution margin 36 % 35 % 1 point —

Gross contribution margin 34 % 36 % (2) points —

Business Measurements:

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Average billable headcount 940 956 (16) (2) %

Consultant utilization 65 % 65 % — point —

Consultant utilization 61 % 65 % (4) points —

(1) Dollars in thousands.

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Backlog as of December 31, 2024 has been calculated using the same foreign currency rates as 2025.

Consulting revenues increased 9% during 2024 compared to 2023 on both a reported basis and excluding the foreign currency impact.

The increase in revenues on a reported basis was due to a 5% increase in labor-based consulting, and a 21% increase in contract optimization.

Consulting revenues decreased by $6.0 million during 2025 compared to 2024, or 1% on a reported basis and 2% excluding the foreign currency impact.

The decrease in revenues on a reported basis was due to a 5% decrease in labor-based consulting, partially offset by a 11% increase in contract optimization.

Contract optimization revenue may vary significantly and, as such, 2025 revenues may not be indicative of future results.

The segment gross contribution margin was 34% and 36% in 2025 and 2024, respectively.

The increase in gross contribution margin during 2024 was primarily due to the increase in revenue.

Backlog increased by $28.5 million, or 17%, from December 31, 2023 to December 31, 2024.

The decrease in gross contribution margin during 2025 was primarily due to the decrease in revenue, as well as an increase in personnel expenses.

Backlog decreased by $13.5 million, or 7%, from December 31, 2024 to December 31, 2025.

LIQUIDITY AND CAPITAL RESOURCES

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Note 6 — Debt in the Notes to Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations.

At December 31, 2024, we had $1.9 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 December 31, 2025, we had $1.7 billion of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on the revolving credit facility under our 2024 Credit Agreement.

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

We have historically generated significant cash flows from our operating activities, benefiting from the favorable working capital dynamics of our subscription-based business model in our Research segment, which is our largest business segment and historically has constituted a significant portion of our total revenues.

The majority of our Research customer contracts are paid in advance and, combined with a strong customer retention rate and high incremental margins, our subscription-based business model has resulted in continuously strong operating cash flow.

We have historically generated significant cash flows from our operating activities, benefiting from the favorable working capital dynamics of our subscription-based business model in our Insights segment, which is our largest business segment and historically has constituted a significant portion of our total revenues.

The majority of our Insights customer contracts are paid in advance and, combined with a strong customer retention rate and high incremental margins, our subscription-based business model has resulted in continuously strong operating cash flow.

Cash flow generation has also benefited from our ongoing efforts to improve the operating efficiencies of our businesses as well as a focus on the optimal management of our working capital as we increase sales.

During the fourth quarter of 2024, we entered into an amended lease agreement to significantly reduce the square footage and reduce future lease payments at one of our leased locations.

We made an installment payment of $24.0 million during the fourth quarter of 2024, and will make an equal installment payment during the second quarter of 2025 in consideration for the lease amendment.

We made installment payments of $24.0 million during each of the fourth quarter of 2024 and the second quarter of 2025 in consideration for the lease amendment.

Our cash and cash equivalents are held in numerous locations throughout the world with 57% held overseas at December 31, 2025.

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

subsidiaries as of December 31, 2024 in conjunction with global restructuring activity.

We continue to assert our intention to reinvest substantially all remaining accumulated undistributed foreign earnings, except in instances where repatriation would result in minimal additional tax.

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Cash provided by operating activities $ 1,290,365 $ 1,484,922 $ (194,557)

Cash (used in) provided by investing activities

(103,737) 54,157 (157,894)

Cash used in by investing activities (115,142) (103,737) (11,405)

Cash used in financing activities (1,439,718) (710,143) (729,575)

Net increase in cash and cash equivalents and restricted cash

671,042 621,013 50,029

Net (decrease) increase in cash and cash equivalents and restricted cash (264,495) 671,042 (935,537)

Effects of exchange rates 53,869 (57,494) 111,363

Beginning cash and cash equivalents and restricted cash 1,933,147 1,319,599 613,548

Ending cash and cash equivalents and restricted cash $ 1,933,147 $ 1,319,599 $ 613,548

Ending cash and cash equivalents $ 1,722,521 $ 1,933,147 $ (210,626)

Cash provided by operating activities was $1.3 billion and $1.5 billion in 2025 and 2024, respectively.

The year-over-year increase was primarily due to the $300.0 million of insurance proceeds received during 2024 as well as reduced net cash interest expense and increased operating income, excluding the 2023 gain from sale of divested operation.

Cash (used in) provided by investing activities was $(103.7) million and $54.2 million in 2024 and 2023, respectively.

The decrease from 2023 to 2024 was primarily the result of the $161.1 million in proceeds received from the sale of our TalentNeuron business in February 2023.

The year-over-year decrease was primarily due to the $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 $115.1 million and $103.7 million in 2025 and 2024, respectively.

The year-over-year increase was primarily the result of higher leasehold improvements expenditures.

Cash used in financing activities was $1.4 billion and $0.7 billion in 2025 and 2024, respectively.

During the 2025 period, we used $2.0 billion of cash for share repurchases.

In November 2025, we issued $350.0 million of senior notes due in 2031 and $450.0 million of senior notes due in 2035.

A portion of the proceeds were used to repay the $274.4 million then outstanding under the 2024 Credit Agreement.

During the 2024 period, we used $0.7 billion of cash for share repurchases.

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

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

During the 2023 period, we used $0.6 billion for share repurchases and paid a net $7.8 million in debt principal repayments.

OBLIGATIONS AND COMMITMENTS

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Commitment fees were based on unused balances and commitment rates as of December 31, 2025.

Note 6 — Debt in the Notes to Consolidated Financial Statements provides information regarding the Company’s debt obligations and interest rate swap contracts.

Note 6 — Debt in the Notes to Consolidated Financial Statements provides information regarding the Company’s debt obligations.

(2) The Company leases various facilities, automobiles, computer equipment and other assets under non-cancelable operating lease agreements expiring between 2026 and 2038.

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The FASB has issued accounting standards that had not yet become effective as of December 31, 2025 and may impact the Company’s consolidated financial statements or its disclosures in future periods.

Note 1 — Business and Significant

Accounting Policies in the Notes to Consolidated Financial Statements provides information regarding those accounting standards.

Note 1 — Business and Significant Accounting Policies in the Notes to Consolidated Financial Statements provides information regarding those accounting standards.

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-K

Item 7. Management’s Discussion and Analysis