What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-05 compared with 2025-11-04 · 91 added, 161 removed, 172 unchanged (59% of the section changed)

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

the timing of conferences and meetings, in particular our Gartner Symposium/Xpo series that normally occurs during the fourth quarter;

the timing of conferences and meetings, in particular our Gartner Symposium/Xpo series;

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

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our ability to pay our debt obligations;

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

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

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

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

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

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

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

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

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

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

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.

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

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

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• 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 insights and guidance.

From industry-leading conferences to peer-driven communities – each focused on the mission-critical priorities of specific business roles – our offerings enable attendees to experience the best of Gartner insights and guidance.

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

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

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

As of March 31, 2026, we had 19,367 employees globally, a decrease of 8% from March 31, 2025.

Recent Developments

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

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

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

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

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

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

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

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

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

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

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

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

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

In February 2026, we completed the sale of our Digital Markets business, for approximately $104.8 million net of cash transferred, subject to post-close adjustments.

We recorded a pre-tax gain of $6.1 million on the sale, which is included in Gain from sale of divested operation in the Consolidated Statement of Operations during the three months ended March 31, 2026.

The Digital Markets business represented the entirety of our Other segment.

BUSINESS MEASUREMENTS

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

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

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

We had total revenues of $1.5 billion during the first quarter of 2026, a decrease of 2% compared to the first quarter of 2025.

The decrease was primarily due to the sale of our Digital Markets business in February 2026.

During the first quarter of 2026, compared to the first quarter of 2025, Insights revenues increased by 3%, Conferences revenues increased by 8%, and Consulting revenues decreased by 15%.

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

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

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

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

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

For the first quarter of 2026 and 2025, we had net income of $222.3 million and $210.9 million, respectively, and diluted net income per share of $3.18 and $2.71, respectively.

Cash provided by operating activities was $391.0 million and $313.5 million during the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, we had $1.7 billion of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on our revolving credit facility.

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

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

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

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

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

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

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

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

Costs and expenses:

Cost of services and product development 474,218 475,342 (1,124) —

Selling, general and administrative 762,557 711,729 50,828 7

Depreciation 30,733 29,082 1,651 6

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

Acquisition and integration charges — 159 (159) nm

Goodwill impairment 150,000 — 150,000 nm

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

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

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

Other (expense) income, net

(583) (991) 408 (41)

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

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

nm = not meaningful

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

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Increase (Decrease) Increase

Insights $ 1,294,195 $ 1,255,569 $ 38,626 3 %

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Amortization of intangibles 20,066 21,894 (1,828) (8)

Acquisition and integration charges — 977 (977) nm

Goodwill impairment 150,000 — 150,000 nm

Gain from sale of divested operation

(6,138) — (6,138) nm

Operating income 316,092 278,032 38,060 14

Interest expense, net (21,048) (13,413) 7,635 57

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

Other (expense) income, net

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

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

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

Total revenues for the three months ended March 31, 2026 were $1.5 billion, a decrease of $23.1 million, or 2% compared to the same period in 2025 on a reported basis and 4% excluding the foreign currency impact.

The decrease was primarily due to the sale of our Digital Markets business in February 2026.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Gain on event cancellation insurance claims of $300.0 million during the three and nine months ended September 30, 2024 reflected proceeds from a settlement agreement to resolve litigation concerning the Company's event cancellation insurance for 2020 and 2021.

The settlement resolved all remaining 2020 and 2021 event cancellation insurance claims.

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

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

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

The effective income tax rate was 49.1% and 21.2% for the three months ended September 30, 2025 and 2024, respectively and 25.6% and 21.2% for the nine months ended September 30, 2025 and 2024, respectively.

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

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

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

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

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

Cost of services and product development was $429.3 million during the three months ended March 31, 2026, a decrease of $45.7 million compared to the same period in 2025, or 10% on a reported basis and 11% excluding the foreign currency impact.

The decrease in Cost of services and product development during the three months ended March 31, 2026 was primarily due to a $25.8 million decrease in product and content delivery expenses principally as a result of the sale of our Digital Markets business in February 2026, in addition to a $20.0 million decrease in personnel expenses due to lower headcount.

Cost of services and product development as a percent of revenues was 28% and 31% for the three months ended March 31, 2026 and 2025, respectively.

Selling, general and administrative (“SG&A”) expense was $726.3 million during the three months ended March 31, 2026, a decrease of $4.0 million compared to the same period in 2025, or 1% on a reported basis and 3% excluding the foreign currency impact.

The decrease in SG&A expense during the three months ended March 31, 2026 was primarily due to reduced facility-related expenses.

The number of quota-bearing sales associates in Global Technology Sales decreased by 3% to 3,584 and in

Global Business Sales, decreased by 4% to 1,282 compared to March 31, 2025.

On a combined basis, the total number of quota-bearing sales associates decreased by 3% when compared to March 31, 2025.

SG&A expense as a percent of revenues was 48% during both the three months ended March 31, 2026 and 2025.

Depreciation decreased by 12% during the three months ended March 31, 2026, respectively, compared to the same period in 2025.

The decrease for the three months ended March 31, 2026 was primarily due to the sale of our Digital Markets business in February 2026.

Amortization of intangibles decreased by 8% during the three months ended March 31, 2026, compared to the same period in 2025, due to certain intangible assets becoming fully amortized in 2025.

Gain from sale of divested operation of $6.1 million was attributable to the sale of our Digital Markets business in February 2026.

Operating income was $316.1 million and $278.0 million during the three months ended March 31, 2026 and 2025, respectively.

The increase in operating income for the three months ended March 31, 2026 as compared to the prior year period was primarily due to the reduction in operating expenses, as well as the gain on sale of our Digital Markets business in February 2026.

Interest expense, net increased by $7.6 million during the three months ended March 31, 2026, compared to the same period in 2025.

The increase for the three months ended March 31, 2026 was due to a decrease in interest income, as a result of lower average cash balances and lower interest rates than the prior year as well as an increase in interest expense related to the issuance of our 2031 and 2035 Notes, which were issued in November 2025.

Other (expense) income, net for the periods presented herein primarily consisted of the net impact of foreign currency gains and losses.

The provision for income taxes was $70.1 million and $56.1 million for the three months ended March 31, 2026 and 2025, respectively.

The effective income tax rate was 24.0% and 21.0% for the three months ended March 31, 2026 and 2025, respectively.

The increase in the effective income tax rate in the current period was primarily due to the unfavorable impact of stock-based compensation, partially offset by the favorable release of reserves upon the resolution of the related inquiries.

Net income for the three months ended March 31, 2026 and 2025 was $222.3 million and $210.9 million, respectively.

Our diluted net income per share during the three months ended March 31, 2026 increased b y $0.47 .

The increase in net income during the three months ended March 31, 2026 was primarily due to a decrease in operating expenses, partially offset by a decrease in revenues.

SEGMENT RESULTS

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

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

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

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Insights, Conferences and Consulting.

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

(Decrease) Percentage

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

As Of And For The Three Months Ended March 31, 2026 As Of And For The Three Months Ended March 31, 2025 Increase

(Decrease) Percentage

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$ 1,268,000 $ 1,228,000 $ 40,000 3 %

Client retention 87 % 87 % — —

Client retention 86 % 87 % (1) point —

Wallet retention 98 % 105 % (7) points —

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Contract values as of March 31, 2025 have been calculated using the same foreign currency rates as 2026.

Insights revenues i ncreased by $38.6 million during the three months ended March 31, 2026 compared to the same period in 2025, or 3% on a reported basis and nearly flat excluding the foreign currency impact.

The segment gross contribution margin was 78% and 77% for the three months ended March 31, 2026 and 2025 , respectively.

Contract value increased to $5.3 billion at March 31, 2026, or 1% compared to March 31, 2025 excluding the foreign currency impact.

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

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

Global Technology Sales (“GTS”) contract value increased slightly at March 31, 2026 when compared to March 31, 2025.

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

GTS contract value increased by mid single-digit rates for nearly all commercial enterprise sizes and mid-single digits for half of industry sectors.

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

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

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

GTS client retention was 85% and 84% as of March 31, 2026 and 2025, respectively, while wallet retention was 97% and 101% as of March 31, 2026 and 2025, respectively.

GBS client retention was 86% as of both March 31, 2026 and 2025, while wallet retention was 98% and 105%, respectively.

The decrease in GTS and GBS wallet retention was largely due to lower levels of spending by existing clients compared to the same period in 2025.

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

(Decrease) Percentage

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

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Increase

(Decrease) Percentage

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Gross contribution (1) $ 30,408 $ 27,382 $ 3,026 11 %

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

Gross contribution margin 39 % 38 % 1 point —

Business Measurements:

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(2) Single day, local meetings are excluded.

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

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

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

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

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

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

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

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

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

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

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

(Decrease) Percentage

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

Conferences revenues increased by $5.7 million during the three months ended March 31, 2026 compared to the same period in 2025, or 8% on a reported basis and 6% excluding the foreign currency impact.

The increase in revenues for the three months ended March 31, 2026 was primarily due to higher exhibitor revenue.

We held 10 destination conferences during both the three months ended March 31, 2026 and 2025.

Gross contribution increased to $30.4 million during the three months ended March 31, 2026 compared to $27.4 million in the same period last year.

The increase in gross contribution during the three months ended March 31, 2026 was primarily the result of the increase in revenues.

As Of And For The Three Months Ended March 31, 2026 As Of And For The Three Months Ended March 31, 2025 Increase

(Decrease) Percentage

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Gross contribution (1) $ 36,805 $ 53,392 $ (16,587) (31) %

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

Gross contribution margin 31 % 38 % (7) points —

Business Measurements:

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Billable headcount 875 968 (93) (10) %

Consultant utilization 60 % 65 % (5) points — 63 % 66 % (3) points —

Consultant utilization 61 % 64 % (3) points —

(1) Dollars in thousands.

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

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

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

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

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

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

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

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

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

Backlog as of March 31, 2025 has been calculated using the same foreign currency rates as 2026.

Consulting revenues decreased by 15% during the three months ended March 31, 2026 compared to the same period in 2025 on a reported basis and 17% excluding the foreign currency impact, with a decrease in labor-based consulting revenue of 13% and a decrease in contract optimization revenue of 19%, each on a reported basis.

The primary regions driving the decrease in revenue compared to the prior year period were the United States, principally in the public sector, and Japan.

Contract optimization revenue may vary significantly and, as such, revenues for the first quarter of 2026 may not be indicative of results for the remainder of 2026 or beyond.

The segment gross contribution margin was 31% and 38% for the three months ended March 31, 2026 and 2025, respectively.

The decrease in gross contribution margin for the three months ended March 31, 2026 was primarily due to the decrease in revenues.

Backlog decreased by $18.9 million, or 9%, from March 31, 2025 to March 31, 2026, excluding the foreign currency impact.

LIQUIDITY AND CAPITAL RESOURCES

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Note 8 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations.

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

At March 31, 2026, we had $1.7 billion of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on the revolving credit facility under our 2024 Credit Agreement.

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

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

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

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

Our cash and cash equivalents are held in numerous locations throughout the world with 60% held outside the U.S.

at September 30, 2025.

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

subsidiaries in conjunction with global restructuring activity and have recorded a modest tax expense for the anticipated impact of such distribution.

at March 31, 2026.

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

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

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

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Increase

Cash provided by operating activities $ 391,039 $ 313,512 $ 77,527

Cash used in investing activities (91,310) (79,796) (11,514)

Cash provided by (used in) investing activities 84,375 (25,569) 109,944

Cash used in financing activities (527,484) (152,936) (374,548)

Net (decrease) increase in cash and cash equivalents and restricted cash (52,070) 135,007 (187,077)

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

Effects of exchange rates on cash and cash equivalents (3,505) 22,894 (26,399)

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

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

Ending cash and cash equivalents $ 1,666,946 $ 2,091,048 $ (424,102)

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

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

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

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

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

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

September 30, 2025 and 2024, respectively.

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

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

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

Cash provided by operating activities was $391.0 million and $313.5 million during the three months ended March 31, 2026 and 2025, respectively.

The year-over-year increase was primarily due to the improved timing of collections partially offset by higher income tax payments.

Cash provided by (used in) investing activities was $84.4 million and $(25.6) million during the three months ended March 31, 2026 and 2025, respectively.

The change from 2025 to 2026 was primarily the result of the proceeds from the sale of our Digital Markets business in February 2026.

Cash used in financing activities was $527.5 million and $152.9 million during the three months ended March 31, 2026 and 2025, respectively.

We used $534.6 million and $162.7 million of cash for share repurchases during the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, the Company had $3.0 billion of principal amount of debt outstanding.

Note 8 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations.

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OFF BALANCE SHEET ARRANGEMENTS

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

From January 1, 2026 through March 31, 2026, the Company has not entered into any material off-balance sheet arrangements or transactions with unconsolidated entities or other persons.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis