What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-12 compared with 2025-02-13 · 305 added, 274 removed, 1284 unchanged (31% of the section changed)

39 unchanged sentences

EXHIBIT NUMBER DESCRIPTION OF DOCUMENT

Restated Certificate of Incorporation of the Company.

By-laws of Gartner, Inc.

(as amended and restated through October 31, 2024).

Restated Certificate of Incorporation of the Company (Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 6, 2005).

Amended and restated By-laws of Gartner, Inc, effective October 30, 2025.

(Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on November 4, 2025).

Indenture (including form of Notes), dated as of June 22, 2020, among Gartner, Inc., the guarantors named therein and U.S.

Bank National Association, as a trustee, relating to the $800,000,000 aggregate principal amount of 4.500% Senior Notes due 2028.

Bank National Association, as a trustee, relating to the $800,000,000 aggregate principal amount of 4.500% Senior Notes due 2028 (Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 23, 2020).

Indenture (including form of Notes), dated as of September 28, 2020, among Gartner, Inc., the guarantors named therein and U.S.

Bank National Association, as a trustee, relating to the $800,000,000 aggregate principal amount of 3.750% Senior Notes due 2030.

Bank National Association, as a trustee, relating to the $800,000,000 aggregate principal amount of 3.750% Senior Notes due 2030 (Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 28, 2020).

Indenture (including form of Notes), dated as of June 18, 2021, among Gartner, Inc., the guarantors named therein and U.S.

Bank National Association, as a trustee, relating to the $600,000,000 aggregate principal amount of 3.625% Senior Notes due 2029.

Description of Gartner, Inc.’s Common Stock.

Credit Amendment, dated as of March 26, 2024, among Gartner, Inc., the lender party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Executive Performance Bonus Plan, effective January 1, 2024.

2011 Employee Stock Purchase Plan, as amended and restated, as of May 1, 2024.

Long-Term Incentive Plan, June 1, 2023 Amendment and Restatement.

Bank National Association, as a trustee, relating to the $600,000,000 aggregate principal amount of 3.625% Senior Notes due 2029 (Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 21, 2021).

Indenture, dated as of November 20, 2025, between Gartner, Inc., as issuer, and U.S.

Bank Trust Company, National Association, as trustee (Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 20, 2025).

First Supplemental Indenture (including form of Notes), dated as of November 20, 2025, among Gartner, Inc., the guarantors named therein and U.S.

Bank National Association, as a trustee, relating to the $350,000,000 aggregate principal amount of 4.950% Senior Notes due 2031 (Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 20, 2025)

Second Supplemental Indenture (including form of Notes), dated as of November 20, 2025, among Gartner, Inc., the guarantors named therein and U.S.

Bank National Association, as a trustee, relating to the $450,000,000 aggregate principal amount of 5.600% Senior Notes due 2035 (Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 20, 2025)

Description of Gartner, Inc.’s Common Stock (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 23, 2022).

Credit Amendment, dated as of March 26, 2024, among Gartner, Inc., the lender party thereto and JPMorgan Chase Bank, N.A., as administrative agent (Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 1, 2024).

Executive Performance Bonus Plan, effective January 1, 2024 (Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 1, 2023).

2011 Employee Stock Purchase Plan, as amended and restated, as of May 1, 2024 (Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on April 30, 2024).

Long-Term Incentive Plan, June 1, 2023 Amendment and Restatement (Incorporated by reference from the Company’s Proxy Statement (Schedule 14A) filed on April 17, 2023).

Second Amended and Restated Employment Agreement between Eugene A.

Hall and the Company dated as of February 14, 2019.

Hall and the Company dated as of February 14, 2019 (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 22, 2019).

Amendment to Employment Agreement between Eugene A.

Hall and the Company dated as of April 29, 2021.

10.7 ( 17 ) +

Hall and the Company dated as of April 29, 2021 (Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 5, 2021).

Second Amendment to Employment Agreement between Eugene A.

Hall and the Corporation effective as of July 1, 2024.

Company Deferred Compensation Plan, effective January 1, 2009.

Form of 2022 Stock Appreciation Right Agreement for executive officers.

Form of 2022 Performance Stock Unit Agreement for executive officers.

Form of 2023 Stock Appreciation Right Agreement for executive officers.

Form of 2023 Performance Stock Unit Agreement for executive officers.

Form of 2024 Stock Appreciation Right Agreement for executive officers.

Form of 2024 Performance Stock Unit Agreement for executive officers.

Form of Restricted Stock Unit Agreement for executive officers.

Hall and the Corporation effective as of July 1, 2024 (Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 1, 2024).

Company Deferred Compensation Plan, effective January 1, 2009 (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 20, 2009).

Form of 2023 Stock Appreciation Right Agreement for executive officers (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 16, 2023).

Form of 2023 Performance Stock Unit Agreement for executive officers (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 16, 2023).

Form of 2024 Stock Appreciation Right Agreement for executive officers (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 15, 2024.).

Form of 2024 Performance Stock Unit Agreement for executive officers (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 15, 2024.).

Form of Restricted Stock Unit Agreement for executive officers (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 15, 2024.).

Form of 2025 Stock Appreciation Right Agreement for executive officers (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 13, 2025).

Form of 2025 Performance Stock Unit Agreement for executive officers ( (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 13, 2025).

Form of 2026 Stock Appreciation Right Agreement for executive officers.

Form of 2026 Performance Stock Unit Agreement for executive officers.

Form of Restricted Stock Unit Agreement for non-employee directors.

Enhanced Executive Rewards Policy.

Insider Trading Policy.

Form of Restricted Stock Unit Agreement for non-employee directors (Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 1, 2018).

Enhanced Executive Rewards Policy (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 15, 2024).

Insider Trading Policy (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 13, 2025).

Subsidiaries of Registrant.

5 unchanged sentences

Gartner, Inc.

Compensation Recoupment (Clawback) Policy.

Compensation Recoupment (Clawback) Policy (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 15, 2024).

101.INS* XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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+ Management compensation plan or arrangement.

(1) Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 6, 2005.

(2) Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 5, 2021.

(3) Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 23, 2020.

(4) Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 28, 2020.

(5) Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 21, 2021.

(6) Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 23, 2022.

(7) Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 22, 2019.

(8) Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 20, 2009.

(9) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 1, 2018.

(10) Incorporated by reference from the Company’s Proxy Statement (Schedule 14A) filed on April 17, 2023.

(11) Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 16, 2023.

(12) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 1, 2023.

(13) Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 1, 2024.

(14) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on April 30, 2024.

(15) Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 15, 2024.

(16) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on November 5, 2024.

Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 1, 2024.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of tax benefits on intercompany transfer of intellectual property

As discussed in Note 1 to the consolidated financial statements, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained based on the technical merits of the position.

Unrecognized tax benefits

As discussed in Note 1 to the consolidated financial statements, the Company recognizes the tax benefit from an uncertain tax position when it believes such position is more likely than not of being sustained if challenged.

As of December 31, 2025, the Company has recorded gross unrecognized tax benefits of $301.6 million.

Recognized tax positions are measured at the largest amount of benefit with greater than a 50 percent likelihood of being realized.

As discussed in Note 12, in December 2024, the Company completed an intercompany transfer of certain intellectual property.

As a result, the Company recorded a deferred tax asset of approximately $163.2 million.

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

These amounts have been reduced for associated unrecognized tax benefits.

We identified the assessment of tax benefits related to the December 2024 intercompany transfer of intellectual property as a critical audit matter.

Subjective and complex auditor judgment was required in evaluating the tax position in accordance with tax laws and the valuation and measurement of the uncertain tax position based on the tax benefits more likely than

not to be realized.

The future revenue forecasts and the discount rate used by the Company to estimate the fair value of the intellectual property and to measure the uncertain tax position involved significant judgments that could have a material effect on the value of the deferred tax asset recognized.

Specialized skills and knowledge were required to evaluate the tax position in accordance with tax laws, as well as the reasonableness of the discount rate and measurement of the uncertain tax position.

The Company uses estimates and assumptions in determining the amount of unrecognized tax benefits.

We identified the assessment of unrecognized tax benefits related to transfer pricing as a critical audit matter.

Complex auditor judgement was required in evaluating the Company’s interpretation of tax law and its estimate of the ultimate resolution of its tax positions.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process for recognizing tax benefits.

This included controls related to the evaluation of the tax position in accordance with tax laws, and the selection of the future revenue forecasts and the discount rate used in the valuation and measurement of the uncertain tax position.

We evaluated the Company’s future revenue forecast assumptions by comparing the assumptions to the entity’s historical revenue growth rates, to third-party analyst projections for the Company, and to third-party projected industry-wide revenue growth rates.

We compared the Company’s historical revenue forecasts to actual results to assess the Company’s ability to accurately forecast.

We involved tax and transfer pricing professionals with specialized skills and knowledge, who assisted in evaluating the tax position in accordance with tax laws and the measurement of the uncertain tax position by evaluating the Company’s assessment of the technical tax merits applicable to the transaction, the more-likely-than-not recognition and measurement thresholds, and the Company’s application of the relevant tax laws.

We involved transfer pricing and valuation professionals with specialized skills and knowledge, who assisted in evaluating the reasonableness of the discount rate, and the valuation and measurement of the uncertain tax position by:

• comparing the discount rate to a range of discount rates that was independently developed using publicly available market data.

• developing an independent estimate of value of the uncertain tax position using the Company’s forecasts and the independently developed range of discount rates and comparing it to the uncertain tax position recognized by the Company.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s unrecognized tax benefits process, including transfer pricing positions.

We involved tax and transfer pricing professionals with specialized skills and knowledge, who assisted in assessing unrecognized tax benefits by:

• evaluating the Company’s interpretation of tax laws and income tax consequences of intercompany transactions

• assessing transfer pricing practices for compliance with relevant tax laws and regulations

• analyzing the Company’s tax positions and determination of unrecognized tax benefits, including the associated effect in other jurisdictions.

In addition, we evaluated the Company’s ability to estimate its unrecognized tax benefits by comparing historical unrecognized tax benefits to actual results upon conclusion of examinations by applicable taxing authorities.

We have served as the Company’s auditor since 1996.

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Prepaid expenses and other current assets 152,205 153,245

Assets held-for-sale 106,361 —

Total current assets 4,066,337 4,196,531

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Current portion of long-term debt 5,000 —

Liabilities held-for-sale 20,503 —

Total current liabilities 4,072,092 3,969,016

Long-term debt, net of deferred financing fees 2,459,915 2,448,696

Long-term debt, net of deferred financing fees and discounts 2,976,674 2,459,915

Operating lease liabilities 270,200 339,779

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2025 2024 2023

Research $ 5,125,650 $ 4,887,046 $ 4,604,791

Insights $ 5,072,570 $ 4,829,051 $ 4,516,035

Conferences 644,743 583,224 505,164

Consulting 552,499 558,537 514,746

Other 227,414 296,599 371,011

Total revenues 6,497,226 6,267,411 5,906,956

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Acquisition and integration charges — 973 9,587

Goodwill impairment 150,000 — —

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

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Net income — — — 882,466 — 882,466

Other comprehensive loss — — ( 20,179 ) — — ( 20,179 )

Other comprehensive income — — 25,279 — — 25,279

Issuances under stock plans — 10,844 — — 14,368 25,212

Common share repurchases — — — — ( 1,043,742 ) ( 1,043,742 )

Common share repurchases (including excise tax) — — — — ( 609,962 ) ( 609,962 )

Stock-based compensation expense — 129,841 — — — 129,841

1 unchanged sentence

Net income — — — 1,253,715 — 1,253,715

Other comprehensive income — — 25,279 — — 25,279

Other comprehensive loss — — ( 12,002 ) — — ( 12,002 )

Issuances under stock plans — 22,057 — — 6,227 28,284

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Net income — — — 729,231 — 729,231

Other comprehensive loss — — ( 12,002 ) — — ( 12,002 )

Other comprehensive income — — 47,318 — — 47,318

Issuances under stock plans — 26,094 — — 6,470 32,564

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Deferred taxes 828 ( 162,081 ) ( 64,173 )

Goodwill impairment 150,000 — —

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

1 unchanged sentence

Reduction in the carrying amount of operating lease right-of-use assets 64,196 65,742 70,207

Amortization and write-off of deferred financing fees 4,591 4,689 4,574

Amortization and write-off of deferred financing fees and unamortized discounts 4,288 4,591 4,689

Gain on de-designated swaps ( 489 ) ( 3,870 ) ( 3,925 )

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Proceeds from employee stock purchase plan 32,450 28,187 25,107

Proceeds from issuance of long-term debt, net of discounts 799,859 — —

Payments for deferred financing fees ( 6,480 ) ( 2,972 ) —

Proceeds from revolving credit facility — 274,400 —

Payments on borrowings ( 274,400 ) ( 7,800 ) ( 5,931 )

Payments on revolving credit facility ( 274,400 ) — —

Payments on long-term debt — ( 274,400 ) ( 7,800 )

Purchases of treasury stock ( 1,991,147 ) ( 735,358 ) ( 606,188 )

Cash used in financing activities ( 1,439,718 ) ( 710,143 ) ( 588,881 )

Net increase (decrease) in cash and cash equivalents and restricted cash 671,042 621,013 ( 43,578 )

Net (decrease) increase in cash and cash equivalents and restricted cash ( 264,495 ) 671,042 621,013

Effects of exchange rates on cash and cash equivalents and restricted cash 53,869 ( 57,494 ) ( 13 )

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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 nearly 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.

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

Note 9 — Revenue and Related Matters and Note 16 — Segment Information describe the products and services offered by each of our segments and provide additional financial information for those segments.

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.

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.

Basis of presentation.

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Business acquisitions.

The Company accounts for business acquisitions in accordance with the acquisition method of accounting as prescribed by FASB ASC Topic 805, Business Combinations .

The Company accounts for business acquisitions in accordance with the acquisition method of accounting as prescribed by FASB ASC Topic 805.

The acquisition method of accounting requires the Company to record the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with certain exceptions.

2 unchanged sentences

The Company completed business acquisitions in 2023 and 2022.

Note 2 — Acquisitions and Divestiture provides additional information regarding those business acquisitions.

The determination of the fair values of intangible and other assets acquired in an acquisition requires management judgment and the consideration of a number of factors, including the historical financial performance of acquired businesses and their projected future performance, and estimates surrounding customer turnover, as well as assumptions regarding the level of competition and the costs necessary to reproduce certain assets.

Note 2 — Acquisition and Divestiture provides additional information regarding those business acquisitions.

projected future performance, and estimates surrounding customer turnover, as well as assumptions regarding the level of competition and the costs necessary to reproduce certain assets.

Establishing the useful lives of intangible assets also requires management judgment and the evaluation of a number of factors, including the expected use of an asset, historical client retention rates, consumer awareness and trade name history, as well as any contractual provisions that could limit or extend an asset’s useful life.

Charges that are directly related to the Company’s acquisitions are expensed as incurred and classified as Acquisition and integration charges in the Consolidated Statements of Operations.

Note 2 — Acquisitions and Divestiture provides additional information regarding the Company’s Acquisition and integration charges.

Note 2 — Acquisition and Divestiture provides additional information regarding the Company’s Acquisition and integration charges.

Revenue recognition.

The Company’s 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 the Company’s Research contracts are billable upon signing, absent special terms granted on a limited basis from time to time.

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

The Company generally records 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 the Company’s Insights contracts are billable upon signing, absent special terms granted on a limited basis from time to time.

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

When a subscription contract is invoiced, the Company records the billable amount as a fee receivable, representing its 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, the Company may have satisfied its performance obligations and earned revenue prior to invoicing the customer.

In such cases, the Company records an unbilled receivable, which represents its 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 9 — Revenue and Related Matters provides additional information regarding the Company’s business and revenues.

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For unvested awards, the Company recognizes any incremental compensation expense at the modification date or ratably over the requisite remaining service period, as appropriate.

If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the Company recognizes is the cost of the original award.

If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the

Company recognizes is the cost of the original award.

Note 10 — Stock-Based Compensation provides additional information regarding the Company’s stock-based compensation activity.

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When assessing the realizability of deferred tax assets, the Company considers if it is more likely than not that some or all of the deferred tax assets will not be realized.

In making this assessment, the Company considers the availability of loss carryforwards, projected reversals of deferred tax liabilities, projected future taxable income, and ongoing prudent and feasible

tax planning strategies.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained based on the technical merits of the position.

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During the year ended December 31, 2024, the Company paid $ 0.6 million of restricted cash for deferred consideration related to a 2022 acquisition.

ASC 842 requires accounting for leases under a right-of-use model whereby a lessee must record a right-of-use asset and a related lease liability on its balance sheet for most of its leases.

FASB ASC Topic 842 (“ASC 842”) requires accounting for leases under a right-of-use model whereby a lessee must record a right-of-use asset and a related lease liability on its balance sheet for most of its leases.

Under ASC 842, leases are classified as either operating or finance arrangements, with such classification affecting the pattern of expense recognition in an entity’s income statement.

For operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis.

During the years ended December 31, 2024, 2023 and 2022, as a result and in consideration of the changing nature of the Company’s use of office space for its workforce and the transitioning to a hybrid work environment, the Company evaluated its existing real estate lease portfolio.

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 FASB ASC Topic 360 (“ASC 360”).

As a result of the evaluation, the Company recognized impairment losses of $ 4.8 million, $ 10.9 million, and $ 20.4 million during the years ended December 31, 2025, 2024 and 2023, respectively.

3 unchanged sentences

Fixed assets, other than leasehold improvements, are depreciated using the straight-line method over the estimated useful life of the underlying asset.

Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the improvement or the remaining term of the related lease.

Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the improvement or the remaining

term of the related lease.

Depreciation and amortization expense for fixed assets was $ 118.0 million, $ 112.1 million and $ 98.6 million in 2025, 2024 and 2023, respectively.

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The Company incurs costs to develop internal-use software used in its operations.

Certain of those costs that meet the criteria in FASB ASC Topic 350, Intangibles - Goodwill and Other are capitalized and amortized over future periods.

Certain of those costs that meet the criteria in FASB ASC Topic 350 are capitalized and amortized over future periods.

Net capitalized internal-use software development costs were $ 101.8 million and $ 122.0 million at December 31, 2025 and 2024, respectively, and are included in Computer equipment and software in the table above.

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As a result, both the precision and reliability of management 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.

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 year end 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.

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

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If events or circumstances indicate that the carrying values might not be recoverable based on undiscounted future operating cash flows, an impairment loss may be recognized.

The amount of impairment is measured based on the difference between the projected discounted future operating cash flows, using a discount rate reflecting the Company’s average cost of funds, and the carrying value of the asset or asset group.

The amount of impairment is

measured based on the difference between the projected discounted future operating cash flows, using a discount rate reflecting the Company’s average cost of funds, and the carrying value of the asset or asset group.

The Company presents amounts borrowed in the Consolidated Balance Sheets, net of deferred financing fees.

8 unchanged sentences

Currency transaction gains or losses arising from transactions denominated in currencies other than the functional currency of a subsidiary are recognized in results of operations as part of Other income, net in the Consolidated Statements of Operations.

The Company had net currency transaction (losses) / gains of $( 6.9 ) million, $( 6.0 ) million and $ 25.6 million in 2024, 2023 and 2022, respectively.

The Company had net currency transaction gains / (losses) of $ 6.0 million, $( 6.9 ) million and $( 6.0 ) million in 2025, 2024 and 2023, respectively.

The Company enters into foreign currency forward exchange contracts to mitigate the effects of adverse fluctuations in foreign currency exchange rates on certain transactions.

Those contracts generally have short durations and are recorded at fair value with both realized and unrealized gains and losses recorded in Other income, net.

The net gain / (loss) from foreign currency forward exchange contracts was $ 2.5 million, $ 1.9 million and $( 31.9 ) million in 2024, 2023 and 2022, respectively.

The net (loss) / gain from foreign currency forward exchange contracts was $( 3.4 ) million, $ 2.5 million and $ 1.9 million in 2025, 2024 and 2023, respectively.

Note 13 — Derivatives and Hedging provides additional information regarding the Company’s foreign currency forward exchange contracts.

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The Company adopted the accounting standard described below during 2025.

Segment Reporting — In November 2023, the FASB issued ASU 2023-07, Segment Reporting:

Improvements in Reportable Segment Disclosures (“ASU No.

The amendments in the ASU are expected to improve disclosures about a public entity’s reportable segments and addresses requests from investors and other allocators of capital for additional, more detailed information about a reportable segment’s expenses.

ASU 2023-07 requires public companies to disclose, on an annual and interim basis, significant expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit and loss.

The amendments in the ASU require that a public company provide all annual disclosures about a reportable segment’s profit or loss and assets currently required under ASC 280 in interim periods.

The amendments in the ASU also require that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition.

The other segment items category is the difference between segment revenue less the significant expenses disclosed and each reported measure of segment profit or loss.

The amendments in the ASU, among other items, also requires that a public company disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The ASU applies to all public entities that are required to report segment information in accordance with Topic 280.

All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023.

The Company adopted ASU 2023-07 effective with the 2024 10-K and the adoption only impacted its disclosures with no impacts to the Company's results of operations, cash flows, or financial condition.

Accounting standards issued but not yet adopted.

The FASB has issued accounting standards that have not yet become effective as of December 31, 2024 and may impact the Company’s Consolidated Financial Statements or related disclosures in future periods.

The standards and their potential impacts are discussed below.

Income Taxes — In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU No.

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All public entities will be required to report income tax information in accordance with the new guidance starting in annual periods beginning after December 15, 2024.

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.

The Company adopted ASU 2023-09 effective with the 2025 10-K and the adoption only impacted its disclosures with no impacts to the Company's results of operations, cash flows, or financial condition.

The Company has elected prospective adoption of ASU No.

Accounting standards issued but not yet adopted.

The FASB has issued accounting standards that have not yet become effective as of December 31, 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.

Income Statement — In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income- Expense Disaggregation Disclosures (“ASU No.

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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.

Note 2 — Acquisitions and Divestiture

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.

Internal-use Software — In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40) .

The amendments in this ASU remove all references to project stages, and requires entities to start capitalizing software costs when (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended.

The amendments are effective for annual periods with fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

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 — Acquisition and Divestiture

Year Ended December 31, 2023

In September 2023, the Company acquired 100 % of a formerly independent sales agent of Gartner research products in the Czech Republic for an aggregate purchase price of $ 7.9 million, including cash acquired and deferred consideration.

In September 2023, the Company acquired 100 % of a formerly independent sales agent of Gartner Insights products in the Czech Republic for an aggregate purchase price of $ 7.9 million, including cash acquired and deferred consideration.

During the year ended December 31, 2024, the Company paid $ 2.0 million of deferred consideration.

Year Ended December 31, 2022

In October 2022, the Company acquired 100 % of the outstanding capital stock of UpCity, Inc.

(“UpCity”), a privately-held company based in Chicago, Illinois, for an aggregate purchase price of $ 6.4 million.

UpCity’s online marketplace helps small businesses by connecting them to ratings and reviews of more than 50,000 B2B service providers.

In February 2023, the Company completed the sale of a non-core business, TalentNeuron, for approximately $ 161.1 million after consideration of post-close adjustments.

The Company recorded a pre-tax gain of $ 135.4 million on the sale of TalentNeuron, which is included in Gain from sale of divested operation in the Consolidated Statement of Operations for the year ended December 31, 2023.

TalentNeuron was included in the Company’s Research segment.

TalentNeuron was included in the Company’s Insights segment.

Acquisition and Integration Charges

The Company recognized $ 1.0 million, $ 9.6 million and $ 9.1 million of Acquisition and integration charges during 2024, 2023 and 2022, respectively.

The Company recognized $ 1.0 million and $ 9.6 million of Acquisition and integration charges during 2024 and 2023, respectively.

Acquisition and integration charges reflect additional costs and expenses resulting from the Company’s acquisitions and divestitures and include, among other items, professional fees and personnel related expenses.

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The table below presents changes to the carrying amount of goodwill by segment during the two-year period ended December 31, 2025 (in thousands).

Research Conferences Consulting Total

Insights Conferences Consulting Other Total

Balance at December 31, 2023 $ 2,460,448 $ 183,997 $ 95,714 $ 197,101 $ 2,937,260

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

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

Reclassified as held-for-sale (2) — — — ( 49,057 ) ( 49,057 )

Foreign currency translation impact 6,435 132 1,131 1,956 9,654

Balance at December 31, 2025 $ 2,460,315 $ 184,052 $ 96,435 $ — $ 2,740,802

(1) The Company does not have any accumulated goodwill impairment losses.

(2) The additions were due to the acquisition of an independent sales agent in September 2023.

See Note 2 — Acquisitions and Divestiture for additional information.

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

(1) The Company recognized an impairment loss of $ 150.0 million during the year ended December 31, 2025.

(2) Represents amounts reclassified to Assets held-for-sale due to the pending divestiture of the Company’s Digital Markets business.

See Note 19 — Subsequent Events for additional information.

Finite-lived intangible assets.

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December 31, 2025 Customer

Relationships Technology-related Other Total

Relationships Other Total

Gross cost at December 31, 2024 1,071,917 10,200 $ 1,082,117

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Gross cost at December 31, 2023 $ 1,077,183 $ 11,200 $ 10,200 $ 1,098,583

Additions due to an acquisition (1) 990 — — 990

Intangible assets fully amortized — ( 11,200 ) — ( 11,200 )

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Balance at December 31, 2024 $ 406,786 $ — $ 2,903 $ 409,689

(1) The additions were due to the acquisition of an independent sales agent in September 2023.

See Note 2 — Acquisitions and Divestiture for additional information.

(1) Finite-lived intangible assets are amortized using the straight-line method over the following periods:

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Technology-related— 3 to 7 years;

and Other — 4 to 11 years.

and Other — 11 years.

Amortization expense related to finite-lived intangible assets was $ 82.3 million, $ 90.2 million and $ 92.5 million in 2025, 2024 and 2023, respectively.

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2024 Credit Agreement - Revolving credit facility (1) $ — $ 274,400

2020 Credit Agreement -Term loan facility 274,400

2020 Credit Agreement - Revolving credit facility — —

4.50 % Senior Notes due 2028 (“2028 Notes”)

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800,000 800,000

4.95 % Senior Notes due 2031 (“2031 Notes”)

5.60 % Senior Notes due 2035 (“2035 Notes”)

Other (2) 5,000 5,000

Principal amount outstanding (3) 3,005,000 2,479,400

deferred financing fees (5) ( 19,485 ) ( 21,104 )

Deferred financing fees and unamortized discounts (4) ( 23,326 ) ( 19,485 )

Net balance sheet carrying amount $ 2,981,674 $ 2,459,915

(1) The contractual annualized interest rate as of December 31, 2024 on the 2024 Credit Agreement was 5.73 %, 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 contracts that effectively converts the floating SOFR on outstanding amounts to a fixed base rate.

(1) The Company had approximately $ 1.0 billion of available borrowing capacity on the 2024 Credit Agreement revolver (not including the expansion feature) as of December 31, 2025.

(2) 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.

The Company expects to repay the loan in 2026.

(3) The weighted average annual effective rate on the Company’s outstanding debt for 2025, including the effects of its interest rate swaps discussed below, was 4.66 %.

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

(4) Deferred financing fees and unamortized discounts and are being amortized to Interest expense over the term of the related debt obligation.

2024 Credit Agreement

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The revolving loans may be borrowed, repaid and re-borrowed until March 26, 2029, at which time all amounts borrowed must be repaid, subject to customary extension mechanics.

On March 26, 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.

Additional amounts borrowed under the 2024 Credit Agreement will be used for working capital needs and general corporate purposes of the Company and its subsidiaries, including the funding of acquisitions and investments, payment of capital expenditures and the repurchase of shares.

Interest under the revolving facility accrues, at a variable rate, based on, at our option, (i) the Secured Overnight Funding Rate (“SOFR”) plus a credit spread adjustment of 0.10 % or (ii) an alternate base rate (“Base Rate”) plus, in each case, an applicable margin, and is payable monthly.

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At December 31, 2025, the applicable all-in margin on the revolving facility was 1.350 % (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.

The contractual annualized interest rate as of December 31, 2025 on the 2024 Credit Agreement was 5.35 %, which consisted of Term Secured Overnight Financing Rate (“SOFR”) of 4.00 % plus a margin of 1.35 %.

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.

The Company has also agreed to pay customary letter of credit fees.

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The occurrence of an event of default allows the lenders to terminate their obligations to lend under the 2024 Credit Agreement and could result in the acceleration of the Company’s obligations under the facility.

2031 and 2035 Notes

On November 20, 2025, the Company completed the public offering and issuance of $ 350.0 million aggregate principal amount of its 4.950 % Senior Notes due 2031 and $ 450.0 million aggregate principal amount of its 5.600 % Senior Notes due 2035 (together, the “Notes”).

The 2031 Notes were issued at an issue price of 99.970 % and the the 2035 Notes were issued at an issue price of 99.992 %.

The Notes were offered and sold pursuant to Gartner’s automatic shelf registration statement on Form S-3 (File No.

333-291447) and the prospectus included therein, filed with the Securities and Exchange Commission on November 12, 2025, and supplemented by the prospectus supplement dated November 13, 2025.

Gartner received approximately $ 799.9 million in net proceeds, after discounts and before underwriting fees and offering expenses, from the sale of the Notes.

The Company used a portion of the net proceeds from the offering of the notes to repay the $ 274.4 million then outstanding under the 2024 Credit Agreement and to pay related fees and expenses, with remaining amounts to be used for general corporate purposes, which may include, without limitation, potential repurchases of its common stock.

On June 18, 2021, the Company issued $ 600.0 million aggregate principal amount of 3.625 % Senior Notes due 2029.

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The Company may redeem some or all of the 2028 Notes at any time on or after July 1, 2023 for cash at the redemption prices set forth in the 2028 Note Indenture, plus accrued and unpaid interest to, but excluding, the redemption date.

2020 Credit Agreement

Prior to entering into the 2024 Credit Agreement, the Company had a credit facility that provided for a $ 400.0 million Term loan facility and a $ 1.0 billion Revolving credit facility (the “2020 Credit Agreement”).

The 2020 Credit Agreement contained certain customary restrictive loan covenants, including, among others, financial covenants that applied a maximum consolidated leverage ratio and a minimum consolidated interest expense coverage ratio.

On March 26, 2024, concurrently with the Company’s entry into the 2024 Credit Agreement, the Company terminated the 2020 Credit Agreement and repaid all amounts outstanding.

Interest Rate Swaps

As of December 31, 2024, the Company had one fixed-for-floating interest rate swap contract with a total notional value of $ 350.0 million that matures in 2025.

Under the amended agreement, 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 swaps are recorded in Other income, net.

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

As of December 31, 2024, $ 13.2 million is remaining in Accumulated other comprehensive loss, net.

See Note 13 — Derivatives and Hedging for the amounts remaining in Accumulated other comprehensive loss, net of tax effect, at December 31, 2024 and December 31, 2023.See Note 14 — Fair Value Disclosures for the determination of the fair values of Company’s interest rate swaps.

Interest Rate Swap

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 7 — Leases

The Company’s leasing activities are primarily for facilities under cancelable and non-cancelable lease agreements expiring during 2026 and through 2038.

These facilities support the Company’s executive and administrative activities, research and consulting, sales, systems support, operations, and other functions.

These facilities support the Company’s executive and administrative activities, insights and consulting, sales, systems support, operations, and other functions.

The Company also has leases for office equipment and other assets, which are not significant.

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Certain of the Company’s facility lease agreements include options to extend or terminate the lease.

When it is reasonably certain that the Company will exercise a renewal or termination option, the present value of the lease payments for the affected lease is adjusted accordingly.

When it is reasonably certain that the Company will exercise a renewal or termination option, the present value of the lease payments for the affected

lease is adjusted accordingly.

Leases with a term of twelve months or less are accounted for in the same manner as long-term lease arrangements, including any related disclosures.

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

(3) The Company did not capitalize any initial direct costs for operating leases during 2024, 2023, or 2022.

(3) The Company capitalized de minimus amounts for initial direct costs for operating leases during 2025 and 2023.

(4) Amount excludes impairment charges of $ 4.8 million, $ 10.9 million, and $ 20.4 million for the years ended December 31, 2025, 2024, and 2023 respectively, as discussed below.

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Total operating lease liabilities per the Consolidated Balance Sheet $ 366,276 $ 440,091

As of December 31, 2024, the Company had additional operating leases for facilities that have not yet commenced.

These operating leases, which aggregated $ 1.3 million of undiscounted lease payments, are scheduled to commence during 2025 with lease terms of up to 5 years.

As a result and in consideration of the changing nature of the Company’s use of office space, the Company continues to evaluate its existing real estate lease portfolio.

In connection with this evaluation, 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 impairment losses of $ 4.8 million, $ 10.9 million and $ 20.4 million during the years ended December 31, 2025, 2024, and 2023, respectively, which are included as a component of Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations.

The impairment loss for the year ended December 31, 2024 includes $ 10.3 million related to other long-lived assets, primarily leasehold improvements, as well as $ 56.7 million related to right-of-use assets partially offset by a $ 56.1 million reduction in lease liabilities.

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

The Company 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.

The impairment loss for the year ended December 31, 2023 includes $ 14.7 million related to right-of-use assets and $ 5.7 million related to other long-lived assets, primarily leasehold improvements.

The impairment loss for the year ended December 31, 2025 includes $ 2.3 million related to right-of-use assets partially offset by a $ 1.0 million reduction in lease-related liabilities and $ 3.5 million related to other long-lived assets, primarily leasehold improvements.

The impairment loss for the year ended December 31, 2024 includes $ 56.7 million related to right-of-use assets partially offset by a $ 56.1 million reduction in lease liabilities and $ 10.3 million related to other long-lived assets, primarily leasehold improvements.

The impairment loss for the year ended December 31, 2023 includes $ 14.7 million related to right-of-use assets and $ 5.7 million related to other long-lived assets, primarily leasehold improvements.

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

The Company made an installment payment of $ 24.0 million during each of the fourth quarter of 2024 and the second quarter of 2025 in consideration for the lease amendment.

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.

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The Company does not currently pay cash dividends on its common stock.

Also, the 2024

Credit Agreement contains a negative covenant that may limit the Company’s ability to pay dividends.

Also, the 2024 Credit Agreement contains a negative covenant that may limit the Company’s ability to pay dividends.

The table below summarizes transactions relating to the Company’s common stock for the three years ended December 31, 2025.

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Balance at December 31, 2025 163,602,067 92,752,769

(1) The Company used a total of $ 735.4 million, $ 606.2 million and $ 1.0 billion in cash for share repurchases during 2024, 2023 and 2022, respectively.

(1) The Company used a total of $ 2.0 billion, $ 0.7 billion and $ 0.6 billion in cash for share repurchases during 2025, 2024 and 2023, respectively.

Share repurchase authorization.

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.

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

$ 953.8 million remained available as of December 31, 2024.

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

$ 0.7 billion remained available as of December 31, 2025.

The Board also authorized incremental share repurchases of up to an additional $ 500 million in January 2026.

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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See Note 15 — Employee Benefits for information regarding the Company’s defined benefit pension plans.

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 December 31, 2024 that is expected to be reclassified into earnings within the next 12 months is $ 9.8 million.

Note 9 — Revenue and Related Matters

Our Business and Revenues

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.

Research revenues are mainly derived from subscription contracts for research products, representing approximately 94 % of the segment’s revenue.

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

Insights revenues are derived from subscription contracts for insights products, representing substantially all of the segment’s revenue.

The related revenues are deferred and recognized ratably over the applicable contract term (i.e., as services are provided over the contract period).

Fees derived from assisting organizations in selecting the right business software for their needs are recognized at a point in time (i.e., when the lead is provided to the vendor).

The Company enters into subscription contracts for research products that generally are for twelve-month periods or longer.

Approximately 80 % to 85 % of the Company’s annual and multi-year Research subscription contracts provide for billing of the first full service period upon signing.

The Company enters into subscription contracts for published products that generally are for twelve-month periods or longer.

Historically, approximately 80 % to 85 % of the Company’s annual and multi-year Insights subscription contracts provide for billing of the first full service period upon signing.

In subsequent years, multi-year subscription contracts are normally billed prior to the contract’s anniversary date.

Other Research subscription contracts are usually invoiced in advance, commencing with the contract signing, on (i) a quarterly, monthly or other recurring basis or (ii) in accordance with a customized invoicing schedule.

Research contracts are generally non-cancelable and non-refundable, except for government contracts that may have cancellation or fiscal funding clauses, which have not historically resulted in material cancellations.

It is the Company’s 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.

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.

Other Insights subscription contracts are usually invoiced in advance, commencing with the contract signing, on (i) a quarterly, monthly or other recurring basis or (ii) in accordance with a customized invoicing schedule.

Insights contracts are generally non-cancelable and non-refundable, except for government contracts that may have cancellation or fiscal funding clauses, which have not historically resulted in material cancellations.

When a subscription contract is invoiced, the Company records the billable amount as a fee receivable, representing its 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, the Company may have satisfied its performance obligations and earned revenue prior to invoicing the customer.

In such cases, the Company records an unbilled receivable, which represents its right to payment for services already delivered but not yet billed.

The Company earns revenues from both the attendees and exhibitors at Gartner conferences and meetings.

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The Company defers certain costs directly related to specific conferences and meetings and expenses those costs in the period during which the related activity occurs.

The Company’s policy is to defer only those costs that are incremental and directly attributable to a specific activity, primarily prepaid site and production services costs.

The Company’s policy is to defer only those costs that are incremental and directly

attributable to a specific activity, primarily prepaid site and production services costs.

Other costs of organizing and producing conference activities, primarily Company personnel and non-conference specific expenses, are expensed in the period incurred.

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.

Consulting revenues, primarily derived from custom consulting and measurement services, are principally generated from fixed fee or time and materials engagements.

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Contract assets are also recorded representing amounts for which the Company has recognized revenue but lacks the unconditional right to payment as of the balance sheet date due to the required continued performance under the relevant contract, progress billing milestones or other billing-related restrictions.

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

Disaggregated Revenue

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Year Ended December 31, 2025

Primary Geographic Market Research Conferences Consulting Total

Primary Geographic Market Insights Conferences Consulting Other Total

United States and Canada $ 3,117,883 $ 381,544 $ 342,287 $ 190,887 $ 4,032,601

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Year Ended December 31, 2024

Primary Geographic Market Research Conferences Consulting Total

Primary Geographic Market Insights Conferences Consulting Other Total

United States and Canada $ 3,077,133 $ 354,011 $ 343,840 $ 242,746 $ 4,017,730

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Year Ended December 31, 2023

Primary Geographic Market Research Conferences Consulting Total

Primary Geographic Market Insights Conferences Consulting Other Total

United States and Canada $ 2,973,062 $ 317,531 $ 317,645 $ 302,804 $ 3,911,042

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Year Ended December 31, 2025

Timing of Revenue Recognition Research Conferences Consulting Total

Timing of Revenue Recognition Insights Conferences Consulting Other Total

Transferred over time (1) $ 5,062,390 $ — $ 398,551 $ 1,463 $ 5,462,404

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Year Ended December 31, 2024

Timing of Revenue Recognition Research Conferences Consulting Total

Timing of Revenue Recognition Insights Conferences Consulting Other Total

Transferred over time (1) $ 4,818,254 $ — $ 420,160 $ 2,689 $ 5,241,103

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Year Ended December 31, 2023

Timing of Revenue Recognition Research Conferences Consulting Total

Timing of Revenue Recognition Insights Conferences Consulting Other Total

Transferred over time (1) $ 4,502,783 $ — 400,171 3,838 $ 4,906,792

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Total revenues $ 4,516,035 $ 505,164 $ 514,746 $ 371,011 $ 5,906,956

(1) Research revenues were recognized in connection with performance obligations that were satisfied over time using a time-elapsed output method to measure progress.

(1) Insights revenues were recognized in connection with performance obligations that were satisfied over time using a time-elapsed output method to measure progress.

Consulting revenues were recognized over time using labor hours as an input measurement basis.

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For customer contracts that are greater than one year in duration, the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2025 was approximately $ 6.4 billion.

The Company expects to recognize $ 3.7 billion, $ 2.1 billion and $ 600.0 million of this revenue (most of which pertains to Research) during the year ending December 31, 2025, the year ending December 31, 2026 and thereafter, respectively.

The Company applies a practical expedient allowed in ASC 606 and, accordingly, it does not disclose such performance obligation information for customer contracts that have original durations of one year or less.

The Company expects to recognize $ 3.9 billion, $ 2.0 billion and $ 0.5 billion of this revenue (most of which pertains to Insights) during the year ending December 31, 2026, the year ending December 31, 2027 and thereafter, respectively.

The Company applies a practical expedient allowed in FASB ASC Topic 606 and, accordingly, it does not disclose such performance obligation information for customer contracts that have original durations of one year or less.

The Company’s performance obligations for contracts meeting this ASC 606 disclosure exclusion primarily include:

(i) stand-ready services under Research subscription contracts;

(i) stand-ready services under Insights subscription contracts;

(ii) holding conferences and meetings where attendees and exhibitors can participate;

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The Company recognized revenue of $ 2.4 billion, $ 2.3 billion and $ 2.0 billion during 2025, 2024 and 2023 respectively, which was attributable to deferred revenues that were recorded at the beginning of each such year.

Those amounts primarily consisted of (i) Research revenues and (ii) Conferences revenues pertaining to conferences and meetings that occurred during the reporting periods.

Those amounts primarily consisted of (i) Insights revenues and (ii) Conferences revenues pertaining to conferences and meetings that occurred during the reporting periods.

During 2025, 2024 and 2023, the Company did not record any material impairments related to its contract assets.

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No other amounts are capitalized as a cost of obtaining or fulfilling a customer contract because no expenditures have been identified that meet the requisite capitalization criteria.

For Research and Consulting, the Company amortizes deferred commissions on a systematic basis that aligns with the transfer to customers of the services to which the commissions relate.

For Insights and Consulting, the

Company amortizes deferred commissions on a systematic basis that aligns with the transfer to customers of the services to which the commissions relate.

For Conferences, deferred commissions are expensed during the period when the related conference or meeting occurs.

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$ 155.9 $ 154.8 $ 129.8

(1) The Company changed its retirement eligibility provisions for certain stock-based compensation awards in 2023.

(1) Includes charges of $ 68.7 million, $ 71.4 million and $ 55.5 million during 2025, 2024 and 2023, respectively, for awards to retirement-eligible employees.

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Each RSU that vests entitles the awardee to one share of Common Stock.

RSU awardees do not have any of the rights of a Gartner stockholder, including voting rights and the right to receive dividends and distributions, until the shares are released.

RSU awardees do not have any of the rights of a Gartner stockholder, including voting rights and the right to receive dividends and distributions,

until the shares are released.

The fair value of an RSU award is determined on the date of grant based on the closing price of the Common Stock as reported on the New York Stock Exchange on that date.

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(1) The 0.3 million of RSUs granted during 2025 consisted of 0.1 million of performance-based RSUs awarded to executives and 0.2 million of service-based RSUs awarded to non-executive employees and non-management board members.

The performance-based awards include RSUs in final adjustments of 2023 grants and approximately 0.1 million of RSUs representing the target amount of the grant for 2024 that is tied to an increase in Gartner’s contract value for such year.

The performance-based awards include RSUs in final adjustments of 2024 grants and approximately 0.1 million of RSUs representing the target amount of the grant for 2025 that is tied to Gartner’s contract value for such year.

The number of performance-based RSUs for 2025 that holders could receive ranges from 0 % to 200 % of the target amount based on the extent to which the corresponding performance goals have been achieved and subject to certain other conditions.

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Net deferred tax assets 300,622 311,637

Intangible assets ( 1,879 ) —

Prepaid expenses ( 70,155 ) ( 79,559 )

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Gross deferred tax liabilities ( 84,502 ) ( 97,622 )

Net deferred tax assets (liabilities)

Net deferred tax assets

$ 216,120 $ 214,015

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Management has concluded it is more likely than not that the reversal of deferred tax liabilities and results of future operations will generate sufficient taxable income to realize the deferred tax assets, net of the valuation allowance at December 31, 2025.

In January 2024, the Company completed an intercompany transfer of certain intellectual property.

Prior to the sale, the Company had a $ 103.1 million deferred tax asset for tax basis in the related IP and a full valuation allowance due to no expected local tax benefit of the asset.

As a result of this IP transfer, the deferred tax asset and related valuation allowance were written off with no impact to tax expense.

In December 2024, the Company completed an additional intercompany transfer of certain intellectual property.

As a result, the Company recorded a deferred tax asset of approximately $ 163.2 million.

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

A portion of the tax amortization was recognized in 2024.

The deferred tax asset for intangible assets was reduced for the impact of the 2024 amortization, with the offset reflected as an increase in the deferred tax asset for loss carryforwards.

These amounts have been reduced for associated unrecognized tax benefits, consistent with ASC 740, Income Taxes .

In December 2024, the Company completed an intercompany transfer of certain intellectual property.

As a result, the Company recorded a deferred tax asset of approximately $ 163.2 million which represents the value of future tax deductions for amortization of the assets in the acquiring jurisdiction.

A portion of the tax amortization was recognized initially in 2024.

Subsequently the full amount of tax amortization was taken in respect of this intellectual property.

The deferred tax asset for intangible assets was reduced for the impact of this tax amortization, with the offset reflected as an increase in the deferred tax

asset for loss carryforwards.

These amounts have been reduced for associated unrecognized tax benefits, consistent with FASB ASC Topic 740 (“ASC 740”).

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.

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As of December 31, 2025, the Company had non-U.S.

net operating loss carryforwards of $ 10.5 million, of which $ 0.2 million expires over the next 20 years and $ 10.3 million can be carried forward indefinitely.

In addition, the Company also had foreign tax credit carryforwards of $ 24.9 million, all of which will expire between 2029 and 2034.

These amounts have been reduced for associated unrecognized tax benefits, consistent with ASC 740, Income Taxes .

net operating loss carryforwards of $ 3.1 billion, that can be carried forward indefinitely.

In addition, the Company also had foreign tax credit carryforwards of $ 29.3 million, a majority of which will expire between 2029 and 2035.

These amounts have been reduced for associated unrecognized tax benefits, consistent with ASC 740.

The items comprising the differences between the U.S.

federal statutory income tax rate and the Company’s effective tax rate on income before income taxes for the years ended December 31 are summarized in the table below.

federal statutory income tax rate and the Company’s effective tax rate on income before income taxes for the years ended December 31 are summarized in the tables below (dollars in thousands).

federal statutory tax rate

$ 203,305 21.0 %

Goodwill impairment

Global intangible low-taxed income, net of foreign tax credits 10,865 1.1

Other cross border tax laws

Nontaxable or nondeductible items

Tax credits ( 4,000 ) ( 0.4 )

Change in the valuation allowance 3,050 0.3

( 15,099 ) ( 1.6 )

State and local income tax, net of federal (national) income tax effect (1)

Foreign tax effects:

Statutory rate difference between Ireland and United States

( 19,967 ) ( 2.1 )

Other ( 757 ) ( 0.1 )

Statutory rate difference between Malta and United States

( 35,315 ) ( 3.6 )

Other ( 635 ) —

Other foreign jurisdictions 34,961 3.6

Changes in unrecognized tax benefits

Effective tax rate

$ 238,887 24.7 %

(1) State and local income taxes in California, Florida, New York, and Virginia make up the majority (greater than 50 percent) of the tax effects in this category.

Statutory tax rate 21.0 % 21.0 %

4 unchanged sentences

Net activity in unrecognized tax benefits 2.0 1.3

2.0 1.3 ( 1.1 )

Stock-based compensation expense ( 3.3 ) ( 3.1 )

5 unchanged sentences

Effective tax rate 9.6 % 23.1 %

As noted above, in December 2024, the Company completed an additional intercompany transfer of certain intellectual property.

As noted above, in December 2024, the Company completed an intercompany transfer of certain intellectual property.

As a result, the Company recorded net tax benefits of approximately $ 161.9 million.

1 unchanged sentence

The Company’s intellectual property footprint continues to evolve and may result in tax rate volatility in the future.

The change in valuation allowance in 2024 was largely related to the January transfer of intellectual property noted above.

Because both the asset and the related valuation allowance were written off, there is no net income tax expense from the change in valuation allowance.

Therefore, no tax expense amount is reflected in the table above.

As of December 31, 2024 and 2023, the Company had gross unrecognized tax benefits of $ 257.5 million and $ 148.4 million, respectively.

The increase is primarily due to positions taken with respect to certain intercompany transactions.

As of December 31, 2025, 2024, and 2023, the Company had gross unrecognized tax benefits of $ 301.6 million, $ 257.5 million, and $ 148.4 million respectively.

The increases in 2025 and 2024 are primarily due to positions taken with respect to certain intercompany transactions and tax credits.

The gross unrecognized tax benefits at December 31, 2025 related primarily to transfer pricing on intercompany transactions, the exclusion of stock-based compensation expense from the Company’s cost sharing agreement, and the ability to realize certain refund claims.

It is reasonably possible that gross unrecognized tax benefits will decrease by approximately $ 11.0 million within the next twelve months due to the anticipated closure of audits and the expiration of certain statutes of limitation.

Included in the balance of gross unrecognized tax benefits at December 31, 2025 are potential benefits of $ 295.7 million that, if recognized, would reduce our effective tax rate on income from continuing operations.

1 unchanged sentence

The table below is a reconciliation of the beginning and ending amounts of gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31 (in thousands).

2025 2024 2023

Beginning balance $ 257,533 $ 148,390 $ 137,227

Additions based on tax positions related to the current year 41,465 116,373 22,822

Reductions based on tax positions related to current year — — —

Additions for tax positions of prior years 4,888 7,925 4,361

5 unchanged sentences

The Company accrues interest and penalties related to gross unrecognized tax benefits in its income tax provision.

As of December 31, 2024 and 2023, the Company had $ 21.1 million and $ 17.4 million, respectively, of accrued interest and penalties related to gross unrecognized tax benefits.

As of December 31, 2025, 2024 and 2023, the Company had $ 25.9 million, $ 21.1 million and $ 17.4 million, respectively, of accrued interest and penalties related to gross unrecognized tax benefits.

These amounts are in addition to the gross unrecognized tax benefits disclosed above.

2 unchanged sentences

The Company’s statutes are open with respect to the U.S.

federal jurisdiction for 2021 and forward, India for 2006 and forward, and Ireland for 2020 and forward.

federal jurisdiction for 2022 and forward, India for 2006 and forward, Ireland for 2019 and forward,

and Malta for 2024 and forward.

For other major taxing jurisdictions, including U.S.

states, the United Kingdom, Canada, Japan, Malta, Cyprus, France, Germany, and Saudi Arabia, the Company’s statutes vary and are open as far back as 2015.

state and local, Saudi Arabia, Germany, United Kingdom, Australia and Netherlands the Company's statutes vary and are open as far back as 2015.

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 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 proposals that would change long-standing global tax principles.

These proposals include a two-pillar approach to global taxation, focusing on global profit allocation and a 15% global corporate minimum tax rate.

Several countries in which Gartner does business have proposed or enacted new laws or are actively considering changes to their tax laws to align with OECD proposals.

In January 2026 the OECD issued guidance regarding the 'side-by-side' safe harbor agreement, which is intended to provide relief for U.S.

headquartered entities from certain provisions of the global minimum tax framework.

Several countries in which the Company does business have proposed or enacted new laws or are actively considering changes to their tax laws to align with OECD proposals.

Significant details around the provisions are still uncertain as the OECD and participating countries continue to work on defining the underlying rules and administrative procedures.

Enactment of this and similar legislation could significantly increase our tax obligations in countries where we do business.

We will continue to monitor and reflect the impact of such legislative changes in future financial statements as appropriate.

The Company will continue to monitor and reflect the impact of such legislative changes in future financial statements as appropriate.

The minimum tax has been treated as a current cost since 2024 and does not have a significant impact on the Company’s effective tax rate for the current period.

GAAP, no provision for income taxes that may result from the remittance of earnings held overseas is required if the Company has the ability and intent to indefinitely reinvest such funds overseas.

The Company intends 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.

The Company has recorded an income tax expense of approximately $ 2.6 million during 2024 for the anticipated tax impact of such distribution.

The Company continues to assert its intention to reinvest all remaining accumulated undistributed foreign earnings in its non-U.S.

The Company continues to assert its intention to reinvest all accumulated undistributed foreign earnings in its non-U.S.

operations, except in instances where the repatriation of those earnings would result in minimal additional tax.

Consequently, except as noted above, the Company has not recognized income tax expense that would result from the remittance of those earnings.

Consequently, the Company has not recognized income tax expense that would result from the remittance of those earnings.

The accumulated undistributed earnings of non-U.S.

subsidiaries that have not been previously taxed were approximately $ 107.3 million as of December 31, 2025.

The following table summarizes income taxes paid, net of refunds received, for the year ended December 31 (in thousands).

US state and local 28,595

United Kingdom 14,157

Total Foreign 85,376

Total income taxes, net of refunds received

Note 13 — Derivatives and Hedging

6 unchanged sentences

(Liability), Net (3) Balance Sheet

Loss Recorded in AOCI/L

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

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

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

Foreign currency forwards (1) 104 427,482 230 Other current assets

December 31, 2024

3 unchanged sentences

Loss Recorded in AOCI/L

Interest rate swaps (1) 1 $ 350,000 $ 1,097 Other assets $ ( 24,162 )

5,962 Other current assets

Foreign currency forwards (2) 111 525,719 180 Other current assets —

Interest rate swaps (2) 1 $ 350,000 $ 3,095 Other current assets $ ( 9,800 )

Foreign currency forwards (1) 119 656,904 ( 16 ) Other current liabilities —

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

(1) As a result of the payment under the then outstanding 2016 Credit Agreement term loan and revolving credit facility, the Company de-designated all of its interest rate swaps effective June 30, 2020.

Accordingly, hedge accounting is not applicable, and subsequent changes to fair value of the interest rate swaps are recorded in Other income, net.

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

Note 6 — Debt provides additional information regarding the Company’s interest rate swap contracts.

(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.

1 unchanged sentence

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 December 31, 2024 matured before February 5, 2025.

All of the outstanding foreign currency forward exchange contracts at December 31, 2025 matured before January 27, 2026.

(2) The Company de-designated all of its interest rate swaps effective June 30, 2020.

Accordingly, hedge accounting is not applicable, and subsequent changes to fair value of the interest rate swaps were recorded in Other income, net.

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

Note 6 — Debt provides additional information regarding the Company’s interest rate swap contract.

(3) See Note 14 — Fair Value Disclosures for the determination of the fair values of these instruments.

5 unchanged sentences

$ 13,205 $ 19,056 $ 20,062

Other income, net (2)

( 6,380 ) ( 5,836 ) ( 20,397 )

Other expense (income), net (2) 2,911 ( 6,380 ) ( 5,836 )

Total expense, net $ 16,116 $ 12,676 $ 14,226

8 unchanged sentences

Receivables or payables that result from derivatives transactions are recorded gross in the Consolidated Balance Sheets.

FASB ASC Topic 820 provides a framework for the measurement of fair value and a valuation hierarchy based on the transparency of inputs used in the valuation of assets and liabilities.

FASB ASC Topic 820 ("ASC 820") provides a framework for the measurement of fair value and a valuation hierarchy based on the transparency of inputs used in the valuation of assets and liabilities.

Classification within the valuation hierarchy is based on the lowest level of input that is significant to the resulting fair value measurement.

1 unchanged sentence

Level 1 measurements consist of quoted prices in active markets for identical assets or liabilities.

Level 2 measurements include significant other observable inputs such as quoted prices for similar assets or liabilities in active markets;

Level 2 measurements

include significant other observable inputs such as quoted prices for similar assets or liabilities in active markets;

identical assets or liabilities in inactive markets;

24 unchanged sentences

(1) The Company has a deferred compensation plan for the benefit of certain highly compensated officers, managers and other key employees (see Note 15 — Employee Benefits).

The assets consist of investments in money market funds, mutual

funds and company-owned life insurance contracts.

The assets consist of investments in money market funds, mutual funds and company-owned life insurance contracts.

The money market funds consist of cash equivalents while the mutual fund investments consist of publicly-traded and quoted equity shares.

6 unchanged sentences

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 interest rate swap contracts that hedge the risk of variability from interest payments on its borrowings (see Note 6 — Debt).

The fair values of interest rate swaps are based on mark-to-market valuations prepared by a third-party broker.

Those valuations are 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.

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 Consolidated Balance Sheets (in thousands).

(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 6 — Debt).

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

Those valuations were based on observable interest rates from recently executed market transactions and other observable market data, which the Company considered 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 unamortized discounts) and fair values of financial instruments that are not recorded at fair value in the Company’s Consolidated Balance Sheets (in thousands).

The estimated fair value of the financial instruments was derived from quoted market prices provided by an independent dealer, which the Company considers to be a Level 2 input.

5 unchanged sentences

2030 Notes 795,024 794,089 759,224 732,200

2031 Notes 346,564 — 351,869 —

2035 Notes 445,411 — 450,657 —

Total $ 2,980,140 $ 2,185,054 $ 2,938,590 $ 2,071,584

1 unchanged sentence

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

The Company recorded an impairment loss of $ 150.0 million during the year ended December 31, 2025 related to its Digital Markets reporting unit.

See Note 1 — Business and Significant Accounting Policies for additional disclosure related to this impairment charge.

The 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 360 using Level 3 inputs.

During the years ended December 31, 2025, 2024 and 2023, the Company recorded impairment charges of $ 4.8 million, $ 10.9 million, and $ 20.4 million, 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, net of a reduction in the related lease liabilities.

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 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 360 using Level 3 inputs.

See Note 7 — Leases for additional discussion related to these impairment charges.

Additionally, see Note 2 — Acquisitions and Divestiture for fair value measurements of certain assets and liabilities acquired in business combinations that are recorded at fair value on a nonrecurring basis.

Additionally, see Note 2 — Acquisition and Divestiture for fair value measurements of certain assets and liabilities acquired in business combinations that are recorded at fair value on a nonrecurring basis.

Note 15 — Employee Benefits

8 unchanged sentences

The value of those assets was $ 175.1 million and $ 146.8 million at December 31, 2025 and 2024, respectively (see Note 14 — Fair Value Disclosures for fair value information).

The related deferred

compensation plan liabilities, which were $ 148.6 million and $ 121.7 million at December 31, 2024 and 2023, respectively, are carried at fair value and are adjusted with a corresponding charge or credit to compensation expense to reflect the fair value of the amount owed to the employees.

The related deferred compensation plan liabilities, which were $ 178.3 million and $ 148.6 million at December 31, 2025 and 2024, respectively, are carried at fair value and are adjusted with a corresponding charge or credit to compensation expense to reflect the fair value of the amount owed to the employees.

Deferred compensation plan liabilities are recorded in Other liabilities on the Consolidated Balance Sheets.

58 unchanged sentences

(1) The pension plan assets are held by third-party trustees and are invested in a diversified portfolio of equities, high-quality government and corporate bonds, and other investments.

The assets are primarily valued based on Level 1 and Level 2 inputs under the fair value hierarchy in FASB ASC Topic 820, with the majority of the invested assets considered to be of low-to-medium investment risk.

The assets are primarily valued based on Level 1 and Level 2 inputs under the fair value hierarchy in ASC 820, with the majority of the invested assets considered to be of low-to-medium investment risk.

The Company projects a future long-term rate of return on these plan assets of 4.63 %, which it believes is reasonable based on the composition of the assets and both current and projected market conditions.

15 unchanged sentences

At December 31, 2025 and 2024, the reinsurance asset was recorded at its cash surrender value of $ 10.2 million and $ 8.8 million, respectively, and recorded in Other assets on the Consolidated Balance Sheets.

The Company believes that cash surrender value approximates fair value and is equivalent to a Level 2 input under the FASB’s fair value hierarchy in FASB ASC Topic 820.

The Company believes that cash surrender value approximates fair value and is equivalent to a Level 2 input under the FASB’s fair value hierarchy in ASC 820.

Note 16 — Segment Information

The Company’s products and services are delivered 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.

The Company’s products and services are delivered through three reportable 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.

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

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

Gross contribution, as presented in the table 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, and Acquisition and integration charges.

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, Goodwill impairment 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 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 years ended December 31 (in thousands).

Research Conferences Consulting Consolidated

Insights Conferences Consulting Other (1) Consolidated

Revenues $ 5,072,570 $ 644,743 $ 552,499 $ 227,414 $ 6,497,226

1 unchanged sentence

Product and content delivery expenses 28,215 229,081 15,518 123,102 395,916

Other (1) 27,329 18,825 15,580 61,734

Other expenses (2) 25,570 19,171 15,789 1,933 62,463

Gross contribution 3,890,185 322,844 186,430 68,757 4,468,216

2 unchanged sentences

Depreciation and amortization 200,309

Acquisition and integration charges 973

Goodwill impairment 150,000

Interest expenses and other, net 57,593

Gain on event cancellation insurance claims ( 300,000 )

Income before income taxes $ 968,118

Research Conferences Consulting Consolidated

Insights Conferences Consulting Other (1) Consolidated

Revenues $ 4,829,051 $ 583,224 $ 558,537 $ 296,599 $ 6,267,411

1 unchanged sentence

Product and content delivery expenses 27,452 215,664 14,775 152,332 410,223

Other (1) 22,354 16,042 15,687 54,083

Other expenses (2) 24,540 18,825 15,580 2,789 61,734

Gross contribution 3,696,833 281,409 203,292 96,010 4,277,544

3 unchanged sentences

Acquisition and integration charges 973

Gain from sale of divested operation ( 135,410 )

Interest expenses and other, net 68,913

1 unchanged sentence

Income before income taxes $ 1,387,374

Research Conferences Consulting Consolidated

Conferences Consulting Other (1) Consolidated

Revenues $ 4,516,035 $ 505,164 $ 514,746 $ 371,011 $ 5,906,956

1 unchanged sentence

Product and content delivery expenses 29,821 178,675 8,978 163,413 380,887

Other (1) 14,637 9,843 10,675 35,155

Other expenses (2) 19,430 16,042 15,687 2,924 54,083

Gross contribution 3,443,731 253,739 181,501 156,412 4,035,383

3 unchanged sentences

Acquisition and integration charges 9,587

Gain from sale of divested operation ( 135,410 )

Interest expenses and other, net 92,842

Gain on event cancellation insurance claims ( 3,077 )

Income before income taxes $ 1,147,129

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

(1) Other includes our Digital Markets operating segment.

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

(3) The unallocated amounts consist of certain bonus and fringe costs recorded in consolidated Cost of services and product development that are not allocated to segment expense.

29 unchanged sentences

2023 $ 9,000 $ 7,200 $ ( 7,200 ) $ 9,000

Note 19 — Subsequent Events

On January 29, 2026, the Company's Board of Directors authorized incremental share repurchases of up to an additional $ 500 million of Gartner's common stock.

This authorization is in addition to the previously authorized repurchases of up to $ 7.0 billion, which as of the end of December 2025 had approximately $ 750 million remaining.

On January 29, 2026, the Company entered into a definitive agreement to sell its 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, the Company completed the sale of Digital Markets for approximately $ 110.0 million, prior to customary purchase price adjustments.

FORM 10-K SUMMARY.

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Bisson Director February 12, 2026

/s/ Edward P.

Director February 12, 2026

/s/ Richard J.

10 unchanged sentences

Pagliuca Director February 12, 2026

/s/ Daniela L.

Director February 12, 2026

/s/ Eileen M.

1 unchanged sentence

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 9A. Controls and Procedures