Gartner (IT) 10-K risk factor changes: FY2024 vs FY2023

In addition to the effects of the global economic and geopolitical climate on our business and operations [added: (including as a result of U.S. tariffs, trade barriers and restrictions)] discussed in Item 7 of this Form 10-K and in the risk factors below, additional or unforeseen effects from the global economic and geopolitical climate may [removed: give*][added: give rise to or amplify many of these risks discussed below.]

Further, if our published data, opinions or viewpoints are considered to be wrong, lack independence, or are not substantiated by appropriate research, our reputation will suffer and demand for our products and [removed: services may decline.]

In addition, the introduction of AI technologies, particularly generative AI, into new or existing offerings may result in new or expanded risks and liabilities, due to enhanced [added: governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality, data privacy or security risks, as well as other factors that could adversely affect our business, reputation, and financial results.]

These products and services constituted approximately [added: 77% and] 76% of total revenues from our operations for [removed: both 2023] [added: 2024] and [removed: 2022.][added: 2023,]

While our Research client retention rate was 84% [removed: and 86.3%] for [removed: 2023] [added: both 2024] and [removed: 2022, respectively,] [added: 2023,] there can be no guarantee that we will continue to maintain this rate of client renewals.

Our insurance coverage for [removed: 2023] [added: 2024] (and likely beyond) excludes coverage for cancellations due to communicable diseases.

*Our Consulting business depends on non-recurring engagements and our failure to secure new* *engagements could lead to a decrease in our revenues.* Consulting segment revenues constituted approximately 9% of total revenues from our on-going operations in both [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

[added: In addition, revenue] from our contract optimization business can fluctuate significantly from period to period and is not predictable.

Our employee hiring and retention also depend on our brand and reputation as well as our ability to build and maintain [removed: a diverse and] [added: an] inclusive workplace culture that enables our employees to thrive.

If a former employee violates the provisions of the restrictive covenant agreement, we seek to enforce the restrictions but there is no assurance that we will be successful in our efforts, and enforceability of certain restrictive covenants may decrease significantly [added: due to recent regulatory scrutiny in the U.S. If the laws change to provide greater rights to employees, that could further reduce the effectiveness and enforceability of our restrictive covenant agreements.]

[removed: Individuals,] [added: Actions by individuals,] groups, and state-sponsored organizations [removed: may take steps that] pose threats to our operations, our computer systems, our employees, and our customers.

Like many multinational corporations, we, and some third parties upon which we rely, have experienced cyber attacks on our computer systems and networks in the past and may experience them in the future, likely with more frequency and [removed: sophistication, and involving a broader range of devices and modes of attack, all of which will increase the difficulty of detecting and successfully defending against them.]

[removed: As] [added: Moreover, as] a result of operating in a hybrid work environment, [removed: most] [added: many] of our employees are working virtually for a period of time, which magnifies the importance of the integrity of our remote access security measures.

*We may experience outages and disruptions of our online services [added: and information systems] if we fail to* *maintain an adequate operations infrastructure.* Our increasing user traffic and complexity of our products and services demand more computing power.

However, any [removed: inefficiencies] [added: inefficiencies,] or operational failures [added: or significant disruptions at our suppliers] could diminish the quality of our products, services, and user experience, resulting in damage to our reputation and loss of current and potential users, subscribers, and advertisers, potentially harming our financial condition and operating results.

Our dispositions involve additional risks and uncertainties, such as ability to sell such businesses on satisfactory price and terms and in a timely manner, or at all, disruption to other parts of the businesses and distraction of management, allocation of internal resources that would otherwise be devoted to completing [removed: strategic acquisitions, loss of key employees or customers, and exposure to unanticipated liabilities or ongoing obligations to support the businesses following such dispositions, and other adverse financial impacts.]

To accommodate our growth going forward, we have moved to a global hoteling model to better manage our footprint and [added: reduce] operating expenses, and will secure new space when the opportunities and needs arise.

*Our sales to governments are subject to [removed: appropriations] [added: appropriations, complex compliance requirements] and some may be terminated early.* We derive significant revenues from research and consulting contracts with the United States government and its respective agencies, numerous state and local governments and their respective agencies, and foreign governments and their agencies.

At December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] approximately [removed: $1.0] [added: $1.2] billion and [removed: $932 million,] [added: $1.0 billion,] respectively, of our outstanding revenue contracts were attributable to government entities.

In addition, contracts with U.S. federal, state and local, and foreign governments and their respective agencies are subject to increasingly complex bidding [removed: procedures and] [added: procedures,] compliance requirements, [added: and efficiency considerations,] as well as intense competition.

Failure to adequately abide by these procedures and compliance requirements could result in an inability to contract with governments or their agencies, termination of existing contracts, [added: penalties] or [added: fees with respect to existing contracts, or] even suspension and [removed: disbarment] [added: debarment] from doing future business with a government or [removed: agency.][added: agency, which would adversely impact our future business and operating results.]

*Our outstanding debt obligations could negatively impact our financial condition and future operating results.* As of December 31, [removed: 2023,] [added: 2024,] the Company had outstanding debt of $274 million under its [removed: 2020 term loan and] [added: 2024] revolving credit facility (the [removed: “2020] [added: “2024] Credit Agreement”), $800 million of Senior Notes due 2028 (the “2028 Notes”), $600 million of Senior Notes due 2029 (the “2029 Notes”) and $800 million of Senior Notes due 2030 (the “2030 Notes”).

Additional information regarding the [removed: 2020] [added: 2024] Credit Agreement, the 2028 Notes, the 2029 Notes and the 2030 Notes is included in Note 6 — Debt in the Notes to Consolidated Financial Statements.

In addition, the affirmative, negative and financial covenants of the [removed: 2020] [added: 2024] Credit Agreement, as well as the covenants related to the Senior Notes, could limit our future financial flexibility.

[removed: The outstanding debt may limit the] amount of cash or additional credit available to us, which could restrain our ability to expand or enhance products and services, respond to competitive pressures or pursue future business opportunities requiring substantial investments of additional capital.

In addition, acts of civil unrest, failure of critical infrastructure, terrorism, [added: war and] armed conflict (including [added: the ongoing conflicts] in the Middle [removed: East), war (including the war in Ukraine),] [added: East, Ukraine] and [added: Russia), and] abrupt political change, as well as responses by various governments and the international community to such acts, can have a negative effect on our business.

[added: Additionally, tariffs, trade barriers] and restrictions, and other acts by governments to protect domestic markets or to retaliate against the trade tariffs and restrictions of other nations could negatively affect our business operations.

[removed: *Failure to achieve ESG commitments] [added: *Sustainability commitments, regulatory requirements] or [added: failure to] meet stakeholder expectations in ESG could harm our reputation*.

[added: The SBTi has] approved Gartner’s near-term science-based emissions reductions targets.

Our ability to achieve these [removed: and other ESG] goals is subject to numerous risks outside of our control.

Our failure [added: or perceived failure] to achieve them or continue practices that meet evolving, and sometimes conflicting, stakeholder expectations in ESG could harm our reputation, adversely affect our ability to attract and retain employees or clients and expose us to increased scrutiny from investors and regulatory authorities.

[removed: Any determination] [added: unfounded,] that we have violated or are responsible for violations of these laws, even if inadvertent, could be costly and disrupt our business, which could have a material adverse effect on our business, results of operations, financial condition, liquidity and cash flows, as well as on our reputation.

The Organization for Economic Co-operation and Development (“the OECD”) has issued various [added: tax] proposals that [removed: would change long-standing] [added: include a two-pillar approach to] global [added: taxation (BEPS 2.0/ Pillar Two), focusing on global profit allocation and a 15% global corporate minimum] tax [removed: principles.][added: rate.]

Several countries in which Gartner does business have proposed or enacted new laws [removed: or are actively considering changes] to [removed: their tax laws to] align [added: with OECD Pillar Two proposals.]

services may decline.

We anticipate encountering more competition with increased adoption of AI services in the markets in which we compete.

Our competitors or other third parties may also incorporate AI into their offerings more effectively and/or quickly than we do, which could impair our ability to compete effectively and adversely affect our business and financial results.

Because AI systems are highly complex and rapidly developing, it is not possible to predict all the legal, regulatory, operational or technological risks that may arise relating to our use of AI.

respectively.

sophistication, and involving a broader range of devices and modes of attack, all of which will increase the difficulty of detecting and successfully defending against them.

In some cases, vulnerabilities may not be immediately detected, which could exacerbate the risk of a security incident and the effects on our business.

While we maintain cybersecurity insurance, our insurance may not be sufficient to cover all liabilities described herein.

strategic acquisitions, loss of key employees or customers, and exposure to unanticipated liabilities or ongoing obligations to support the businesses following such dispositions, and other adverse financial impacts.

The outstanding debt may limit the

In its recent report, Global Economics Prospects, January 2025, the World Bank reported that global growth is projected to hold steady at 2.7% in 2025-26.

The report notes global growth is stabilizing as inflation returns closer to targets and monetary easing supports activity in both advanced economies and emerging market and developing economies.

However, the World Bank concludes the global economy appears to be settling at a low growth rate that will be insufficient to foster sustained economic development—with the possibility of further headwinds from heightened policy uncertainty and adverse trade policy shifts, geopolitical tensions, persistent inflation, and climate-related natural disasters.

Additionally, green energy costs may increase our operational costs, and clients may be less likely to travel to our Conferences due to climate considerations.

We are also subject to evolving sustainability regulatory requirements relating to environmental, social, and governance matters that are being developed and formalized in Europe, the U.S., and elsewhere, which may include specific, target-driven frameworks and disclosure requirements.

We cannot determine what final regulations will be enacted, modified, or reversed or what their ultimate impact on our business will be.

Failure to comply with these requirements could result in claims and lawsuits, regulatory actions, or damage to our reputation, each of which may adversely affect our business, operations, financial condition, and results of operations.

At the same time, we may also face negative commercial or reputational impacts from consumers who do not support sustainability-related initiatives or concerns.

Any determination or allegations, even if

*We face risks related to the regulation of AI and other evolving technologies.* The growing use of AI tools has led to the introduction of new laws and regulations in some of the areas where we operate.

These laws and regulations vary between jurisdictions and are subject to change and evolving interpretations.

As we expand our products and services and develop our business models, we have faced, and may continue to face, shifting regulations.

Our ability to adopt new technologies, including AI, and to innovate for our customers and manage our business could be adversely impacted by the evolving regulatory environment.

For instance, the EU Artificial Intelligence Act ("EU AI Act") entered into force on August 1, 2024 and will govern AI systems that impact individuals in the EU.

Complying with the EU AI Act and similar emerging laws may impose significant costs on our business and may necessitate changes to certain business practices to ensure compliance.

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

*rise to or amplify many of these risks discussed below.

governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality, data privacy or security risks, as well as other factors that could adversely affect our business, reputation, and financial results.

We also face risks related to insurance coverage for our cancelled 2020 and 2021 conferences.

Our event cancellation insurance included a two-year policy covering destination conferences during 2020 and 2021 and a policy covering Evanta conferences during 2020.

This insurance included coverage for cancellations due to communicable diseases and enabled us to receive an amount up to the lost contribution margin per conference plus incurred expenses, as more specifically set forth in the policies’ provisions for calculating the amount of recoverable loss, and subject to the policies’ limits of liability.

These policies provided up to $170 million in coverage for 2020 cancellations with the right to reinstate the policy limits for the payment of additional premium if those limits are utilized, for a maximum recovery of $340 million.

The insurer has accepted and paid claims on the initial $170 million of 2020 coverage.

However, the insurer has contested our right to reinstate the limits and use the reinstated limits to cover additional losses resulting from 2020 conferences cancelled due to COVID-19.

Gartner's two-year event cancellation policy also covered events that were planned for 2021 but cancelled, with limits of $150 million with the right to reinstate up to that amount if the initial limits are inadequate to cover the loss.

The insurer has contested all coverage for events that were planned for 2021 but were cancelled due to COVID-19, as well as Gartner’s right to reinstate the policy limits.

We are the plaintiff in litigation with the insurer and are seeking to reinstate the policy limits pursuant to the policies’ reinstatements of limits clause and recover up to an additional $170 million for events cancelled in 2020.

Gartner is also seeking $150 million in initial limits for events cancelled in 2021 and to reinstate those limits up to an additional $150 million.

We are also the plaintiff in litigation with the insurance broker that negotiated and procured our event cancellation insurance.

Although document discovery in our cases against the insurer and insurance broker is continuing, we cannot predict how long it will take to resolve these lawsuits, whether we will be successful or the impact the resolution could have on our financial results.

In addition, revenue

due to recent regulatory scrutiny in the U.S. If the laws change to provide greater rights to employees, that could further reduce the effectiveness and enforceability of our restrictive covenant agreements.

Additionally, tariffs, trade barriers

In its recent report, Global Economics Prospects, January 2024, the World Bank reported that global growth is projected to slow to 2.4% in 2024—the third consecutive year of deceleration—reflecting the lagged and ongoing effects of tight monetary policies to rein in decades-high inflation, restrictive credit conditions, and anemic global trade and investment.

The report also notes that downside risks to the outlook predominate.

The recent conflict in the Middle East, coming on top of the Russian invasion of Ukraine, has heightened geopolitical risks.

Conflict escalation could lead to surging energy prices, with broader implications for global activity and inflation.

Other risks highlighted in the report include financial stress related to elevated real interest rates, persistent inflation, weaker-than-expected growth in China, further trade fragmentation, and climate change-related disasters.

The World Bank predicts that global growth is expected to tick up to 2.7% in 2025.

The World Bank notes that the expected growth rates for 2024 and 2025 would be far below the 3.1% average of the 2010s.

Additionally, scarcity of fuel and/or rising green energy costs may increase our operations costs or affect client travel to our Conferences.

The SBTi has

For example, during the second half of 2018 we fully cooperated with a South African government commission established to review a wide range of issues related to the country’s revenue service, including the procurement and fulfillment of consulting agreements we entered into with the revenue service through a sales agent from late 2014 through early 2017.

In parallel, we commenced an internal investigation regarding this matter.

We voluntarily disclosed the matter to the SEC and Department of Justice (DOJ) in November 2018 and cooperated fully with their review.

In May 2023, Gartner entered into a settlement agreement with the SEC, without admitting or denying the SEC’s allegations, which fully resolved this matter.

These proposals include a two-pillar approach to global taxation (BEPS 2.0/ Pillar Two), focusing on global profit allocation and a 15% global corporate minimum tax rate.

In December 2022, the European Union adopted a directive requiring member states to incorporate similar provisions into their domestic laws, to be effective as of January 2024 and January 2025.

In 2023, the OECD issued administrative guidance providing transition and safe harbor rules that may effectively delay the application of these legislative changes in certain countries until January 2027.

with OECD proposals.

[removed: This MD&A provides an analysis of our consolidated financial results, segment results and cash flows for 2023 and 2022 under the headings “Results of Operations,” “Segment Results” and “Liquidity and Capital Resources.” For a similar detailed] discussion comparing [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] refer to those headings under Item [removed: 7.,] [added: 7,] “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, [removed: 2022.][added: 2023.]

Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in our forward-looking statements include, among others, the following: the impact of general economic conditions, including inflation (and related monetary policy by governments in response to inflation), on economic activity and our operations; changes in macroeconomic and market conditions and market volatility, including interest rates and the effect on the credit markets and access to capital; the impact of global economic and geopolitical conditions, including inflation, and recession; our ability to carry out our strategic initiatives and manage associated costs; [removed: our ability to recover potential claims under our event cancellation insurance;] the timing of conferences and meetings, in particular our Gartner Symposium/Xpo series that normally occurs during the fourth quarter; our ability to achieve and effectively manage growth, including our ability to integrate our acquisitions and consummate and integrate future acquisitions; our ability to pay our debt obligations; our ability to maintain and expand our products and services; our ability to expand or retain our customer base; our ability to grow or sustain revenue from individual customers; our ability to attract and retain a professional staff of research analysts and consultants as well as experienced sales personnel upon whom we are dependent, especially in light of labor competition; our ability to achieve continued customer renewals and achieve new contract value, backlog and deferred revenue growth in light of competitive pressures; our ability to successfully compete with existing competitors and potential new competitors; our ability to enforce and protect our intellectual property rights; our ability to keep pace with technological developments in artificial [removed: intelligence;] [added: intelligence (“AI”) and comply with evolving AI regulations;] 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 of restructuring and other charges on our businesses and operations; cybersecurity [removed: incidents;] [added: incidents or other disruptions to our information systems;] risks associated with the creditworthiness, budget cuts, and shutdown of governments and agencies; our ability to meet [removed: ESG commitments;] [added: sustainability commitments and comply with applicable regulatory requirements;] the impact of changes in tax policy (including global minimum tax legislation) and heightened scrutiny from various taxing authorities globally; changes to laws and regulations; and other risks and uncertainties.

A description of the risk factors associated with our business is included under “Risk Factors” in Item [removed: 1A.][added: 1A of this Annual Report on Form 10-K, which is incorporated herein by reference.]

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

We are a trusted advisor and an objective resource for close to [removed: 15,000] [added: 14,000] enterprises in approximately 90 countries and territories — across all major functions, in every industry and enterprise size.

| Conferences | | | | | | Number of destination conferences represents the total number of hosted [removed: virtual or] in-person conferences completed during the period. Single day, local meetings are excluded. | | |

| | | | | | | Number of destination conferences attendees represents the total number of people who attend [removed: virtual or] in-person conferences. Single day, local meetings are excluded. | | |

We had total revenues of [removed: $5.9] [added: $6.3] billion in [removed: 2023,] [added: 2024,] an increase of [removed: 8%] [added: 6%] compared to [removed: 2022] [added: 2023] on both a reported basis and excluding the foreign currency impact.

Net income increased to [removed: $882.5 million] [added: $1.3 billion] in [removed: 2023] [added: 2024] from [removed: $807.8] [added: $882.5] million in [removed: 2022] [added: 2023] and diluted earnings per share was [removed: $11.08] [added: $16.00] in [removed: 2023] [added: 2024] compared to [removed: $9.96] [added: $11.08] in [removed: 2022.][added: 2023.]

Research revenues increased to [removed: $4.9] [added: $5.1] billion in [removed: 2023,] [added: 2024,] an increase of [removed: 6%] [added: 5%] compared to [removed: 2022] [added: 2023] on both a reported basis and excluding the foreign currency impact.

The Research gross contribution margin was 74% in both [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Contract value was [removed: $4.8] [added: $5.3] billion at December 31, [removed: 2023,] [added: 2024,] an increase of 8% compared to December 31, [removed: 2022] [added: 2023] on a foreign currency neutral basis.

Conferences revenues increased to [removed: $505.2] [added: $583.2] million in [removed: 2023,] [added: 2024,] an increase of [removed: 30%] [added: 15%] compared to [removed: 2022] [added: 2023] on [added: both] a reported basis and [removed: 29%] excluding the foreign currency impact.

The Conferences gross contribution margin was [removed: 50%] [added: 48%] and [removed: 54%] [added: 50%] in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

We held [added: 51 and] 47 in-person conferences in [removed: 2023, and 25 in-person and 16 virtual conferences] [added: 2024] in [removed: 2022.][added: 2023, respectively.]

Consulting revenues increased to [removed: $514.7] [added: $558.5] million in [removed: 2023,] [added: 2024,] an increase of [removed: 7%] [added: 9%] compared to [removed: 2022] [added: 2023] on [added: both] a reported basis and [removed: 8%] excluding the foreign currency impact.

The Consulting gross contribution margin was [removed: 35%] [added: 36%] and [removed: 39%] [added: 35%] in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

Backlog was [removed: $162.1] [added: $191.5] million at December 31, [removed: 2023.][added: 2024.]

Cash provided by operating activities was [removed: $1.2] [added: $1.5] billion and [removed: $1.1] [added: $1.2] billion during [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $1.3] [added: $1.9] billion of cash and cash equivalents and approximately [removed: $1.0] [added: $0.7] billion of available borrowing capacity on our revolving credit facility.

During [removed: 2023,] [added: 2024,] we repurchased [removed: 1.8] [added: 1.6] million shares of the Company’s common stock for an aggregate purchase price of approximately [removed: $0.6] [added: $0.7] billion.

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

| | | | | | | Year Ended December 31, [removed: 2023] [added: 2024] | | | | | | Year Ended December 31, [removed: 2022] [added: 2023] | | | | | | Increase (Decrease) | | | | | | Percentage Increase (Decrease) | | |

| Cost of services and product development | | | | | | [removed: 1,903,240] [added: 2,023,022] | | | | | | [removed: 1,693,771] [added: 1,903,240] | | | | | | [removed: 209,469] [added: 119,782] | | | | | | [removed: 12] [added: 6] | | |

| Selling, general and administrative | | | | | | [removed: 2,701,542] [added: 2,884,814] | | | | | | [removed: 2,480,944] [added: 2,701,542] | | | | | | [removed: 220,598] [added: 183,272] | | | | | | [removed: 9] [added: 7] | | |

| Amortization of intangibles | | | | | | [removed: 92,458] [added: 90,232] | | | | | | [removed: 98,536] [added: 92,458] | | | | | | [removed: (6,078)] [added: (2,226)] | | | | | | [removed: (6)] [added: (2)] | | |

| Acquisition and integration charges | | | | | | [removed: 9,587] [added: 973] | | | | | | [removed: 9,079] [added: 9,587] | | | | | | [removed: 508] [added: (8,614)] | | | | | | [removed: 6] [added: (90)] | | |

| Gain from sale of divested operation | | | | | | [removed: (135,410)] [added: —] | | | | | | [removed: —] [added: (135,410)] | | | | | | [removed: (135,410)] [added: 135,410] | | | | | | nm | | |

| Interest expense, net | | | | | | [removed: (94,246)] [added: (69,488)] | | | | | | [removed: (121,323)] [added: (94,246)] | | | | | | [removed: (27,077)] [added: (24,758)] | | | | | | [removed: (22)] [added: (26)] | | |

| Gain on event cancellation insurance claims | | | | | | [removed: 3,077] [added: 300,000] | | | | | | [removed: —] [added: 3,077] | | | | | | [removed: 3,077] [added: 296,923] | | | | | | nm | | |

| Other income, net | | | | | | [removed: 1,404] [added: 575] | | | | | | [removed: 48,412] [added: 1,404] | | | | | | [removed: (47,008)] [added: (829)] | | | | | | [removed: (97)] [added: (59)] | | |

| Less: Provision for income taxes | | | | | | [removed: 264,663] [added: 133,659] | | | | | | [removed: 219,396] [added: 264,663] | | | | | | [removed: 45,267] [added: (131,004)] | | | | | | [removed: 21] [added: (49)] | | |

Total revenues for [removed: 2023] [added: 2024] were [removed: $5.9] [added: $6.3] billion, an increase of [removed: $431.1] [added: $360.5] million compared to [removed: 2022,] [added: 2023,] or [removed: 8%] [added: 6%] on both a reported basis and excluding the foreign currency impact.

| Primary Geographic Market | | | | | | Year Ended December 31, [removed: 2023] [added: 2024] | | | | | | Year Ended December 31, [removed: 2022] [added: 2023] | | | | | | Increase | | | | | | Percentage Increase | | | | | |

| United States and Canada | | | | | | $ | [removed: 3,911,042] [added: 4,017,730] | | | | | $ | [removed: 3,619,382] [added: 3,911,042] | | | | | $ | [removed: 291,660] [added: 106,688] | | | | | [removed: 8] [added: 3] | | % | | | |

| Europe, Middle East and Africa | | | | | | [removed: 1,332,070] [added: 1,517,815] | | | | | | [removed: 1,234,659] [added: 1,332,070] | | | | | | [removed: 97,411] [added: 185,745] | | | | | | [removed: 8] [added: 14] | | | | | |

| Other International | | | | | | [removed: 663,844] [added: 731,866] | | | | | | [removed: 621,805] [added: 663,844] | | | | | | [removed: 42,039] [added: 68,022] | | | | | | [removed: 7] [added: 10] | | | | | |

| Segment | | | | | | Year Ended December 31, [removed: 2023] [added: 2024] | | | | | | Year Ended December 31, [removed: 2022] [added: 2023] | | | | | | Increase | | | | | | Percentage Increase | | | | | |

| Research | | | | | | $ | [removed: 4,887,046] [added: 5,125,650] | | | | | $ | [removed: 4,604,791] [added: 4,887,046] | | | | | $ | [removed: 282,255] [added: 238,604] | | | | | [removed: 6] [added: 5] | | % | | | |

Cost of services and product development was [removed: $1.9] [added: $2.0] billion in [removed: 2023,] [added: 2024,] an increase of [removed: $209.5] [added: $119.8] million compared to [removed: 2022,] [added: 2023,] or [removed: 12%] [added: 6%] on both a reported basis and excluding the foreign currency impact.

This MD&A provides an analysis of our consolidated financial results, segment results and cash flows for 2024 and 2023 under the headings “Results of Operations,” “Segment Results” and “Liquidity and Capital Resources.” For a similar detailed

as of the date of those documents.

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

The settlement resolved all remaining 2020 and 2021 event cancellation insurance claims for $300.0 million.

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

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

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

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

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

| Total revenues | | | | | | $ | 6,267,411 | | | | | $ | 5,906,956 | | | | | $ | 360,455 | | | | | 6 | | % |

| Depreciation | | | | | | 112,083 | | | | | | 98,645 | | | | | | 13,438 | | | | | | 14 | | |

| Operating income | | | | | | 1,156,287 | | | | | | 1,236,894 | | | | | | (80,607) | | | | | | (7) | | |

| Net income | | | | | | $ | 1,253,715 | | | | | $ | 882,466 | | | | | $ | 371,249 | | | | | 42 | | % |

| Total revenues | | | | | | $ | 6,267,411 | | | | | $ | 5,906,956 | | | | | $ | 360,455 | | | | | 6 | | % | | | |

| Conferences | | | | | | 583,224 | | | | | | 505,164 | | | | | | 78,060 | | | | | | 15 | | | | | |

| Consulting | | | | | | 558,537 | | | | | | 514,746 | | | | | | 43,791 | | | | | | 9 | | | | | |

| Total revenues | | | | | | $ | 6,267,411 | | | | | $ | 5,906,956 | | | | | $ | 360,455 | | | | | 6 | | % | | | |

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

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

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

Gain on event cancellation insurance claims of $300.0 million during the year ended December 31, 2024 reflected proceeds from a settlement agreement to resolve litigation concerning the Company's event cancellation insurance for 2020 and 2021.

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

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

| Gross contribution (1) | | | $ | 3,792,843 | | | | | $ | 3,600,143 | | | | | $ | 192,700 | | | | | 5 | | % |

| Contract Value (1), (3) | | | $ | 5,262,000 | | | | | $ | 4,880,000 | | | | | $ | 382,000 | | | | | 8 | | % |

| Contract value (1), (3) | | | $ | 4,029,000 | | | | | $ | 3,779,000 | | | | | $ | 250,000 | | | | | 7 | | % |

| Contract value (1), (3) | | | $ | 1,233,000 | | | | | $ | 1,101,000 | | | | | $ | 132,000 | | | | | 12 | | % |

| | | | Year Ended December 31, 2024 | | | | | | Year Ended December 31, 2023 | | | | | | Increase (Decrease) | | | | | | Percentage Increase (Decrease) | | |

| Revenues (1) | | | $ | 583,224 | | | | | $ | 505,164 | | | | | $ | 78,060 | | | | | 15 | | % |

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

| Revenues (1) | | | $ | 558,537 | | | | | $ | 514,746 | | | | | $ | 43,791 | | | | | 9 | | % |

| Backlog (1), (2) | | | $ | 191,500 | | | | | $ | 163,000 | | | | | $ | 28,500 | | | | | 17 | | % |

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

At December 31, 2024, we had $1.9 billion of cash and cash equivalents and approximately $0.7 billion of available borrowing

capacity on the revolving credit facility under our 2024 Credit Agreement.

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

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

We intend to distribute a portion of the accumulated undistributed earnings of non-U.S. subsidiaries as of December 31, 2024 in conjunction with global restructuring activity.

| | | | 2024 | | | | | | 2023 | | | | | | | | |

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

of this Annual Report on Form 10-K, which is incorporated herein by reference.

only as of the date hereof, and forward-looking statements in documents attached that are incorporated by reference speak only as of the date of those documents.

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

TalentNeuron was included in the Company’s Research segment.

$161.1 million cash was received from the sale during the year ended December 31, 2023.

We recognized 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.

| Total revenues | | | | | | $ | 5,906,956 | | | | | $ | 5,475,846 | | | | | $ | 431,110 | | | | | 8 | | % |

| Depreciation | | | | | | 98,645 | | | | | | 93,410 | | | | | | 5,235 | | | | | | 6 | | |

| Operating income | | | | | | 1,236,894 | | | | | | 1,100,106 | | | | | | 136,788 | | | | | | 12 | | |

| Net income | | | | | | $ | 882,466 | | | | | $ | 807,799 | | | | | $ | 74,667 | | | | | 9 | | % |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total revenues | | | | | | $ | 5,906,956 | | | | | $ | 5,475,846 | | | | | $ | 431,110 | | | | | 8 | | % | | | |

| Conferences | | | | | | 505,164 | | | | | | 389,273 | | | | | | 115,891 | | | | | | 30 | | | | | |

| Consulting | | | | | | 514,746 | | | | | | 481,782 | | | | | | 32,964 | | | | | | 7 | | | | | |

The increase in Cost of services and product development was primarily due to increased compensation costs as a result of higher headcount, as well as increased conference related expenses, due to the return to in-person destination conferences, partially offset by decreased research program expenses.

These increases were partially offset by a reduction in facilities expense, related to a reduction of our real estate footprint.

We expect to continue to evaluate our real estate footprint globally.

If we determine there is any additional excess property, there is no assurance that we will be able to sublease any such excess properties or that we will not incur costs in connection with such exit activities, which may be material.

During 2023, we incurred charges associated with the impairment of right-of-use assets and other long-lived assets, related to certain office locations we no longer intend to use, of $20.4 million, compared to $54.0 million in 2022.

The increase for the year ended December 31, 2023 was primarily due to increased computer equipment and software additions in 2022 and 2023, partially offset by a reduction in leasehold improvements depreciation as a result of the impairment losses recorded during 2022 and 2023.

Amortization of intangibles decreased by 6% during 2023 compared to 2022 primarily due to intangible assets divested as part of the sale of our TalentNeuron business.

The decrease in interest expense, net was primarily due to increased interest income, as well as lower interest expense due to the maturation of $700.0 million in fixed-for-floating interest rate swap contracts in March 2022, partially offset by higher interest expense on our term loan.

The increase in the effective income tax rate in 2023 was primarily the result of changes in unrecognized tax benefits year over year.

Depreciation, Amortization of intangibles, and Acquisition and integration charges.

| Gross contribution (1) | | | $ | 3,600,143 | | | | | $ | 3,414,574 | | | | | $ | 185,569 | | | | | 5 | | % |

| Contract Value (1), (3) | | | $ | 4,838,600 | | | | | $ | 4,490,700 | | | | | $ | 347,900 | | | | | 8 | | % |

| Contract value (1), (3) | | | $ | 3,747,600 | | | | | $ | 3,524,000 | | | | | $ | 223,600 | | | | | 6 | | % |

| Contract value (1), (3) | | | $ | 1,091,000 | | | | | $ | 966,700 | | | | | $ | 124,300 | | | | | 13 | | % |

The decrease in GTS and GBS wallet retention was largely due to lower levels of incremental spending by existing clients compared to the same period in 2022.

| Revenues (1) | | | $ | 505,164 | | | | | $ | 389,273 | | | | | $ | 115,891 | | | | | 30 | | % |

(2)Includes both virtual and in-person conferences.

We re-launched in-person destination conferences during the second quarter of 2022.

| Revenues (1) | | | $ | 514,746 | | | | | $ | 481,782 | | | | | $ | 32,964 | | | | | 7 | | % |

| Backlog (1), (2) | | | $ | 162,100 | | | | | $ | 134,500 | | | | | $ | 27,600 | | | | | 21 | | % |

Backlog increased by $27.6 million, or 21%, from December 31, 2022 to December 31, 2023.

At December 31, 2023, we had $1.3 billion of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on the revolving credit facility under our 2020 Credit Agreement.

| | | | 2023 | | | | | | 2022 | | | | | | | | |

The year-over-year increase was primarily due to increased operating income, excluding the gain from sale of divested operation, and strong collections, partially offset by increased income tax payments, in part as a result of the gain from sale of divested operation in 2023.

During the 2022 period, we used $1.0 billion for share repurchases and paid a net $5.9 million in debt principal repayments.

market repurchases, negotiated block transactions, or otherwise, all or some of which may be effected through Rule 10b5-1 plans.

As of December 31, [removed: 2023,] [added: 2024,] the Company had $2.5 billion in total debt principal outstanding.

Approximately $274.0 million of the Company’s total debt outstanding as of December 31, [removed: 2023] [added: 2024] was based on a floating base rate of interest, which potentially exposes the Company to increases in interest rates.

At December 31, [removed: 2023,] [added: 2024,] we had [removed: $1.3] [added: $1.9] billion of cash and cash equivalents, with a substantial portion denominated in foreign currencies.

If the exchange rates of the foreign currencies we hold all changed in comparison to the U.S. dollar by 10%, the amount of cash and cash equivalents we would have reported on December 31, [removed: 2023] [added: 2024] could have increased or decreased by approximately [removed: $79.3] [added: $78.6] million.

Our outstanding foreign currency forward exchange contracts as of December 31, [removed: 2023] [added: 2024] had an immaterial net unrealized [removed: gain.][added: loss.]

We are a trusted advisor and an objective resource for close to [removed: 15,000] [added: 14,000] enterprises in approximately 90 countries and territories— across all major functions, in every industry and enterprise size.

All references to [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] herein refer to the fiscal year unless otherwise indicated.

Enterprise leaders face enormous pressure to stay ahead and grow profitably amidst constant [removed: changes.][added: change.]

Whether it is a digital transformation, [removed: a global health crisis,] [added: cybersecurity risk mitigation, supply chain disruptions,] large-scale regulatory changes, or other unique challenges, business leaders today are facing significant disruptive changes.

Executives and their teams turn to Gartner for [removed: decision-making] [added: actionable, objective insight that drives smarter decisions] and [removed: execution guidance to achieve] [added: stronger performance on] their mission-critical priorities.

These initiatives have created additional revenue streams through more effective packaging, campaigning and [removed: cross-selling of our products and services.][added: cross-]

- RESEARCH. Gartner delivers independent, objective insight to leaders across an enterprise through subscription services that include on-demand access to published research content, data and benchmarks, and direct access to a network of [removed: approximately] [added: more than] 2,500 research experts located around the globe.

We are in steady contact with close to [removed: 15,000] [added: 14,000] distinct client enterprises worldwide.

We publish tens of thousands of pages of original research annually, and our research experts had more than [removed: 490,000] [added: 505,000] direct client interactions in [removed: 2023.][added: 2024.]

We typically have a minimum contract period of twelve months for our research and advisory subscription contracts and, at December 31, [removed: 2023, over 70%] [added: 2024, nearly 75%] of our contracts were multi-year.

- CONFERENCES. Gartner conferences are designed for information technology (“IT”) and business executives as well as [added: other] decision makers looking to adapt and evolve their organizations through disruption and uncertainty, navigate risks and prioritize investments.

During [removed: 2023,] [added: 2024,] Gartner successfully held [removed: 47] [added: 51] in-person conferences with more than [removed: 75,500] [added: 86,000] attendees, including [removed: eight] [added: nine] Symposiums/Xpos.

In addition, during [removed: 2023] [added: 2024] we hosted [removed: 300+] [added: 200+] peer networking [removed: meetings,] [added: meetings] and [removed: through the Evanta brand we hosted 350+] [added: 400+] exclusive [added: local] C-level meetings with more than 200 in-person.

[removed: Our independent operating model and research analysis generates] unbiased insight that we believe is timely, thought-provoking and comprehensive, and that is known for its high quality, independence and objectivity.

- Vast network of research experts and consultants - As of December 31, [removed: 2023,] [added: 2024,] we had [removed: approximately] [added: more than] 2,500 research experts and [removed: 950] [added: 960] experienced consultants located around the world.

We have policies related to confidentiality, ownership, [added: quote permission,] and the use and protection of Gartner’s intellectual property.

Additionally, we actively monitor and enforce contract compliance by our end [removed: users.][added: users and we assert our rights in trademark and copyright law worldwide to protect our public content.]

From attracting [removed: diverse] [added: top] talent through our recruitment process, to cultivating that talent with learning and development opportunities and rewards for strong performers, to supporting overall wellness with meaningful benefits and engagement, we strive to put our people first.

At December 31, [removed: 2023,] [added: 2024,] we had [removed: 20,237] [added: 21,044] employees globally, [removed: 9,514] [added: 10,141] of which were outside of the U.S., and the overwhelming majority of our employees were full time.

Our vision is to [removed: help] build a high-performing organization with a culture of [removed: equity and] inclusion, enabling Gartner to guide the leaders who shape the world.

Currently, [removed: 33%] [added: 36%] of our Board of Directors [removed: and 23% of our executive management team identifies as] [added: is] female, and [removed: 25%] [added: 27%] of our Board of Directors identifies as racially or ethnically diverse.

As of December 31, [removed: 2023,] [added: 2024, 21% of our executive management team is female,] approximately [removed: 47%] [added: 48%] of our employees worldwide [removed: identified as] [added: are] female and [removed: 24%] [added: 25%] of employees in the U.S. identified as racially or ethnically diverse.

In [removed: 2023,] [added: 2024,] over [removed: 6,000] [added: 6,500] Gartner associates were members of at least one ERG.

In addition to salaries, these programs (which vary by country/region) include annual bonuses, stock awards, an employee stock purchase plan, 401(k) matching, healthcare and insurance benefits, [added: and] tax savings programs, such as health and dependent care flexible spending accounts, health savings account and pretax commuter [removed: benefits, generous paid time off, paid parental leave, life and disability insurance, business travel accident insurance, charity matching, employee assistance programs, tuition assistance and on-site services, such as fitness centers, among others.][added: benefits.]

[removed: We also] [added: Additionally, we] provide a number of free mental and behavioral health [removed: resources, including access to the Employee Assistance Program] [added: resources] for employees and their [removed: dependents.][added: dependents, globally.]

In [removed: 2023,] [added: 2024,] GartnerYou offered approximately [removed: 39,000] [added: 26,000] learning resources, with over [removed: 375,000] [added: 410,000] completions globally.

We encourage you to review our Corporate Responsibility Report located on our website at [removed: *gartner.com*, under the “Corporate Responsibility” link in the “About” tab] [added: https://www.gartner.com/en/about/corporate-responsibility] for more [removed: detailed information regarding our Human Capital programs and initiatives.][added: information.]

This requirement affects all executives in every major function, enterprise size, geography, industry and market sector.

selling of our products and services.

Our independent operating model and research analysis generates

We anticipate encountering more competition with increased adoption of AI services in the markets in which we compete.

Culture of Inclusion

We are committed to operating with the highest ethical standards and fostering an environment that encourages open discussions and ensures our associates and clients are treated fairly and with respect.

We work to integrate best-in-class inclusive approaches into all our talent processes and practices and prioritize efforts that support our world-class talent and their unique needs.

Gartner’s dedication to inclusion is driven by our passionate leaders and associates around the world.

Our eight associate-driven Employee Resource Groups (ERGs) are open to all and help foster an inclusive and supportive workplace.

ERGs play an important role in enabling associate success, cultivating a culture of inclusion and creating a sense of belonging for all our associates by supporting development, recognizing life stages, inspiring associates through storytelling and driving engagement through a sense of belonging.

We also offer generous paid time off, paid parental leave, life and disability insurance, business travel accident insurance, charity matching, tuition assistance and on-site amenities, such as fitness centers, among others.

In 2024, we introduced an enhanced offering with proven on-demand self-care resources, as well as easy access to quality mental health coaches and therapists.

While associate turnover increased slightly in 2024 as compared with the prior year, average tenure increased slightly from approximately 5.0 years in 2023 to 5.3 years in 2024.

In 2024, over 20% of associates supported approximately 4,500 causes through charitable donations or volunteering.

In total, more than $7.6 million was donated by Gartner and its associates and close to 19,600 hours were volunteered.

We continue to embed sustainability in our operations in alignment with our near-term targets, which have been approved by the Science-Based

Targets Initiative.

We also provide associates with learning opportunities, including a sustainability training module.

Additionally, in 2024, over 1,000 associates were engaged in the Gartner Green Team, a voluntary, associate-driven group that enables associates to connect, learn, and drive change towards net-zero greenhouse gas emissions.

This requirement affects all business levels, functions and roles.

We continually renew this commitment by seeking to optimize our recruitment and professional development processes, create networking and educational opportunities, celebrate heritage and history, celebrate community service, and create safe spaces for all employees.

Diversity, Equity and Inclusion

Gartner is committed to creating a culture of inclusion - which is critical to the objectivity and independence we provide our clients.

We celebrate diversity of thought and we welcome and encourage diverse perspectives.

We embed Diversity, Equity and Inclusion (“DEI”) concepts into our culture and our critical people processes.

Our DEI

Executive Council, composed of our CEO, Chief Human Resources Officer, CFO, General Counsel, head of DEI, and other selected leaders, drives diversity, equity and inclusion as an imperative at all levels of the organization.

In addition, the DEI Center of Excellence operationalizes strategy and establishes goals against key metrics to drive greater transparency and accountability.

Our teams of employees are composed of individuals from different geographies, cultures, religions, ethnicities, races, genders, sexual orientations, abilities and generations working together to solve problems.

As we continue to invest in employee self-identification and reporting efforts, we determined our employees were represented by more than 130 self-identified nationalities.

We emphasize the importance of inclusion to leaders and managers and the value of fostering a sense of belonging within their teams.

We continue to invest in learning opportunities to develop DEI at Gartner through training modules on important topics such as bias, empathy, equity, equality and individual identity.

Our learning resources provide Gartner associates with awareness and clarity of expectations, equip managers with knowledge and skills to lead inclusively and support team effectiveness, inclusion and belonging.

The Company supports a number of employee-driven Employee Resource Groups (“ERGs”) that bring employees together to foster a diverse, inclusive and supportive workplace.

Gartner currently has seven formal ERGs supporting underrepresented racial, ethnic and multicultural backgrounds, women, the LGBTQ+ community, veterans, and people with disabilities.

Participation in ERGs is voluntary and open to all employees.

In 2023, Gartner continued to transform and refine how we onboard new sales associates, so they more quickly develop the core competencies tied to sales success.

Rooted in learning and development best practices, the refined training program operates in a scalable model that provides new sales associates in their first year with access to approximately 2,800 well-paced, just-in-time learning assets.

In 2023 more than 6,500 sales associates participated.

In 2023, associate turnover continued to decrease as compared with the prior year.

Our average tenure increased slightly from 4.5 years

in 2022 to 5.0 years, primarily due to a decrease in associate turnover and a heavy focus on growth through Gartner internal mobility initiatives.

In 2023, over 17% of associates made matched donations to more than 4,100 nonprofits, amounting to over $7.6 million donated by Gartner and its associates.

In 2023, Gartner associates also logged approximately 15,000 volunteer hours supporting communities around the world.

Finally, in 2023, the Science Based Targets initiative validated our near-term emissions targets.

Gartner's commitment is to achieve net-zero greenhouse gas emissions by 2035 in accordance with the Science Based Targets initiative’s Net-Zero Standard.

We provide associates an opportunity to engage on environmental sustainability topics and help advance our Net-Zero strategy through the Gartner Green Team, a voluntary, associate-driven group.

In 2023, the Green Team had over 750 members.

Additionally, we introduced a sustainability training module available to all associates interested in learning more about Gartner’s sustainability efforts.

| | | | For the fiscal year ended December 31, [removed: 2023] [added: 2024] | | |

As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $26.8] [added: $33.6] billion, based on the closing price as reported on the New York Stock Exchange.

As of February [removed: 2, 2024,] [added: 7, 2025,] there were [removed: 77,967,884] [added: 76,818,191] shares of the registrant’s common stock outstanding.

The definitive Proxy Statement for the Annual Meeting of Stockholders (the [removed: “2024] [added: “2025] Proxy Statement”) is incorporated by reference into Part III to the extent described therein.

[removed: 2023] [added: 2024] ANNUAL REPORT ON FORM 10-K

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| [ITEM [removed: 6.](#i9f5f9e6d47574284b028ccf338615ec2_40)] [added: 6.](#if19f4da813ce46e084c3081f501c603b_43)] | | | [removed: [\[RESERVED\]](#i9f5f9e6d47574284b028ccf338615ec2_37)] [added: [\[RESERVED\]](#if19f4da813ce46e084c3081f501c603b_40)] | | | [removed: [18](#i9f5f9e6d47574284b028ccf338615ec2_37)] [added: [18](#if19f4da813ce46e084c3081f501c603b_40)] | | |

| [ITEM [removed: 7.](#i9f5f9e6d47574284b028ccf338615ec2_43)] [added: 7.](#if19f4da813ce46e084c3081f501c603b_46)] | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i9f5f9e6d47574284b028ccf338615ec2_43)] [added: OPERATIONS](#if19f4da813ce46e084c3081f501c603b_46)] | | | [removed: [18](#i9f5f9e6d47574284b028ccf338615ec2_43)] [added: [18](#if19f4da813ce46e084c3081f501c603b_46)] | | |

| [ITEM [removed: 7A.](#i9f5f9e6d47574284b028ccf338615ec2_79)] [added: 7A.](#if19f4da813ce46e084c3081f501c603b_82)] | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i9f5f9e6d47574284b028ccf338615ec2_79)] [added: RISK](#if19f4da813ce46e084c3081f501c603b_82)] | | | [removed: [29](#i9f5f9e6d47574284b028ccf338615ec2_79)] [added: [30](#if19f4da813ce46e084c3081f501c603b_82)] | | |

| [ITEM [removed: 8.](#i9f5f9e6d47574284b028ccf338615ec2_82)] [added: 8.](#if19f4da813ce46e084c3081f501c603b_85)] | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i9f5f9e6d47574284b028ccf338615ec2_82)] [added: DATA](#if19f4da813ce46e084c3081f501c603b_85)] | | | [removed: [30](#i9f5f9e6d47574284b028ccf338615ec2_82)] [added: [30](#if19f4da813ce46e084c3081f501c603b_85)] | | |

| [ITEM [removed: 9.](#i9f5f9e6d47574284b028ccf338615ec2_85)] [added: 9.](#if19f4da813ce46e084c3081f501c603b_88)] | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i9f5f9e6d47574284b028ccf338615ec2_85)] [added: DISCLOSURE](#if19f4da813ce46e084c3081f501c603b_88)] | | | [removed: [30](#i9f5f9e6d47574284b028ccf338615ec2_85)] [added: [30](#if19f4da813ce46e084c3081f501c603b_88)] | | |

| [ITEM [removed: 9A.](#i9f5f9e6d47574284b028ccf338615ec2_88)] [added: 9A.](#if19f4da813ce46e084c3081f501c603b_91)] | | | [CONTROLS AND [removed: PROCEDURES](#i9f5f9e6d47574284b028ccf338615ec2_88)] [added: PROCEDURES](#if19f4da813ce46e084c3081f501c603b_91)] | | | [removed: [30](#i9f5f9e6d47574284b028ccf338615ec2_88)] [added: [31](#if19f4da813ce46e084c3081f501c603b_91)] | | |

| [ITEM [removed: 9B.](#i9f5f9e6d47574284b028ccf338615ec2_91)] [added: 9B.](#if19f4da813ce46e084c3081f501c603b_94)] | | | [OTHER [removed: INFORMATION](#i9f5f9e6d47574284b028ccf338615ec2_91)] [added: INFORMATION](#if19f4da813ce46e084c3081f501c603b_94)] | | | [removed: [31](#i9f5f9e6d47574284b028ccf338615ec2_91)] [added: [31](#if19f4da813ce46e084c3081f501c603b_94)] | | |

| [ITEM [removed: 9C.](#i9f5f9e6d47574284b028ccf338615ec2_91)] [added: 9C.](#if19f4da813ce46e084c3081f501c603b_94)] | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i9f5f9e6d47574284b028ccf338615ec2_94)] [added: INSPECTIONS](#if19f4da813ce46e084c3081f501c603b_97)] | | | [removed: [31](#i9f5f9e6d47574284b028ccf338615ec2_94)] [added: [31](#if19f4da813ce46e084c3081f501c603b_97)] | | |

| [PART [removed: III](#i9f5f9e6d47574284b028ccf338615ec2_97)] [added: III](#if19f4da813ce46e084c3081f501c603b_100)] | | | | | | | | |

| [ITEM [removed: 10.](#i9f5f9e6d47574284b028ccf338615ec2_97)] [added: 10.](#if19f4da813ce46e084c3081f501c603b_100)] | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i9f5f9e6d47574284b028ccf338615ec2_97)] [added: GOVERNANCE](#if19f4da813ce46e084c3081f501c603b_100)] | | | [removed: [32](#i9f5f9e6d47574284b028ccf338615ec2_97)] [added: [32](#if19f4da813ce46e084c3081f501c603b_100)] | | |

| [ITEM [removed: 11.](#i9f5f9e6d47574284b028ccf338615ec2_97)] [added: 11.](#if19f4da813ce46e084c3081f501c603b_100)] | | | [EXECUTIVE [removed: COMPENSATION](#i9f5f9e6d47574284b028ccf338615ec2_97)] [added: COMPENSATION](#if19f4da813ce46e084c3081f501c603b_100)] | | | [removed: [32](#i9f5f9e6d47574284b028ccf338615ec2_97)] [added: [32](#if19f4da813ce46e084c3081f501c603b_100)] | | |

| [ITEM [removed: 12.](#i9f5f9e6d47574284b028ccf338615ec2_97)] [added: 12.](#if19f4da813ce46e084c3081f501c603b_100)] | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i9f5f9e6d47574284b028ccf338615ec2_97)] [added: MATTERS](#if19f4da813ce46e084c3081f501c603b_100)] | | | [removed: [32](#i9f5f9e6d47574284b028ccf338615ec2_97)] [added: [32](#if19f4da813ce46e084c3081f501c603b_100)] | | |

| [ITEM [removed: 13.](#i9f5f9e6d47574284b028ccf338615ec2_97)] [added: 13.](#if19f4da813ce46e084c3081f501c603b_100)] | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR [removed: INDEPENDENCE](#i9f5f9e6d47574284b028ccf338615ec2_97)] [added: INDEPENDENCE](#if19f4da813ce46e084c3081f501c603b_100)] | | | [removed: [32](#i9f5f9e6d47574284b028ccf338615ec2_97)] [added: [32](#if19f4da813ce46e084c3081f501c603b_100)] | | |

| [ITEM [removed: 14.](#i9f5f9e6d47574284b028ccf338615ec2_97)] [added: 14.](#if19f4da813ce46e084c3081f501c603b_100)] | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i9f5f9e6d47574284b028ccf338615ec2_97)] [added: SERVICES](#if19f4da813ce46e084c3081f501c603b_100)] | | | [removed: [32](#i9f5f9e6d47574284b028ccf338615ec2_97)] [added: [32](#if19f4da813ce46e084c3081f501c603b_100)] | | |

| [ITEM [removed: 15.](#i9f5f9e6d47574284b028ccf338615ec2_103)] [added: 15.](#if19f4da813ce46e084c3081f501c603b_106)] | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i9f5f9e6d47574284b028ccf338615ec2_103)] [added: SCHEDULES](#if19f4da813ce46e084c3081f501c603b_106)] | | | [removed: [33](#i9f5f9e6d47574284b028ccf338615ec2_103)] [added: [33](#if19f4da813ce46e084c3081f501c603b_106)] | | |

| [INDEX TO CONSOLIDATED FINANCIAL [removed: STATEMENTS](#i9f5f9e6d47574284b028ccf338615ec2_106)] [added: STATEMENTS](#if19f4da813ce46e084c3081f501c603b_109)] | | | | | | [removed: [35](#i9f5f9e6d47574284b028ccf338615ec2_106)] [added: [35](#if19f4da813ce46e084c3081f501c603b_109)] | | |

| [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM](#i9f5f9e6d47574284b028ccf338615ec2_109)] [added: FIRM](#if19f4da813ce46e084c3081f501c603b_112)] | | | | | | [removed: [36](#i9f5f9e6d47574284b028ccf338615ec2_109)] [added: [36](#if19f4da813ce46e084c3081f501c603b_112)] | | |

| [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM](#i9f5f9e6d47574284b028ccf338615ec2_112)] [added: FIRM](#if19f4da813ce46e084c3081f501c603b_115)] | | | | | | [removed: [38](#i9f5f9e6d47574284b028ccf338615ec2_112)] [added: [38](#if19f4da813ce46e084c3081f501c603b_115)] | | |

| [CONSOLIDATED BALANCE [removed: SHEETS](#i9f5f9e6d47574284b028ccf338615ec2_115)] [added: SHEETS](#if19f4da813ce46e084c3081f501c603b_118)] | | | | | | [removed: [39](#i9f5f9e6d47574284b028ccf338615ec2_115)] [added: [39](#if19f4da813ce46e084c3081f501c603b_118)] | | |

| [CONSOLIDATED STATEMENTS OF [removed: OPERATIONS](#i9f5f9e6d47574284b028ccf338615ec2_118)] [added: OPERATIONS](#if19f4da813ce46e084c3081f501c603b_121)] | | | | | | [removed: [40](#i9f5f9e6d47574284b028ccf338615ec2_118)] [added: [40](#if19f4da813ce46e084c3081f501c603b_121)] | | |

| [CONSOLIDATED STATEMENTS OF COMPREHENSIVE [removed: INCOME](#i9f5f9e6d47574284b028ccf338615ec2_121)] [added: INCOME](#if19f4da813ce46e084c3081f501c603b_124)] | | | | | | [removed: [41](#i9f5f9e6d47574284b028ccf338615ec2_121)] [added: [41](#if19f4da813ce46e084c3081f501c603b_124)] | | |

| [CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ [removed: EQUITY](#i9f5f9e6d47574284b028ccf338615ec2_124)] [added: EQUITY](#if19f4da813ce46e084c3081f501c603b_127)] | | | | | | [removed: [42](#i9f5f9e6d47574284b028ccf338615ec2_124)] [added: [42](#if19f4da813ce46e084c3081f501c603b_127)] | | |

| [CONSOLIDATED STATEMENTS OF CASH [removed: FLOWS](#i9f5f9e6d47574284b028ccf338615ec2_127)] [added: FLOWS](#if19f4da813ce46e084c3081f501c603b_130)] | | | | | | [removed: [43](#i9f5f9e6d47574284b028ccf338615ec2_127)] [added: [43](#if19f4da813ce46e084c3081f501c603b_130)] | | |

| [NOTES TO CONSOLIDATED FINANCIAL [removed: STATEMENTS](#i9f5f9e6d47574284b028ccf338615ec2_130)] [added: STATEMENTS](#if19f4da813ce46e084c3081f501c603b_133)] | | | | | | [removed: [44](#i9f5f9e6d47574284b028ccf338615ec2_130)] [added: [44](#if19f4da813ce46e084c3081f501c603b_133)] | | |

| [ITEM [removed: 16.](#i9f5f9e6d47574284b028ccf338615ec2_199)] [added: 16.](#if19f4da813ce46e084c3081f501c603b_202)] | | | [FORM 10-K [removed: SUMMARY](#i9f5f9e6d47574284b028ccf338615ec2_199)] [added: SUMMARY](#if19f4da813ce46e084c3081f501c603b_202)] | | | [removed: [77](#i9f5f9e6d47574284b028ccf338615ec2_199)] [added: [76](#if19f4da813ce46e084c3081f501c603b_202)] | | |

| [PART I](#if19f4da813ce46e084c3081f501c603b_10) | | | | | | | | |

| [ITEM 1C.](#if19f4da813ce46e084c3081f501c603b_22) | | | [CYBERSECURITY](#if19f4da813ce46e084c3081f501c603b_22) | | | [16](#if19f4da813ce46e084c3081f501c603b_22) | | |

| [PART II](#if19f4da813ce46e084c3081f501c603b_34) | | | | | | | | |

| [PART IV](#if19f4da813ce46e084c3081f501c603b_103) | | | | | | | | |

| [SIGNATURES](#if19f4da813ce46e084c3081f501c603b_205) | | | | | | [77](#if19f4da813ce46e084c3081f501c603b_205) | | |

| [PART I](#i9f5f9e6d47574284b028ccf338615ec2_10) | | | | | | | | |

| [ITEM 1](#i9f5f9e6d47574284b028ccf338615ec2_1850)[C](#i9f5f9e6d47574284b028ccf338615ec2_1850)[.](#i9f5f9e6d47574284b028ccf338615ec2_1850) | | | [CYBERSECURITY](#i9f5f9e6d47574284b028ccf338615ec2_1850) | | | [16](#i9f5f9e6d47574284b028ccf338615ec2_1850) | | |

| [PART II](#i9f5f9e6d47574284b028ccf338615ec2_31) | | | | | | | | |

| [PART IV](#i9f5f9e6d47574284b028ccf338615ec2_100) | | | | | | | | |

| [SIGNATURES](#i9f5f9e6d47574284b028ccf338615ec2_202) | | | | | | [78](#i9f5f9e6d47574284b028ccf338615ec2_202) | | |

Our Chief Information Security Officer (CISO), who reports directly [added: to] the CIO, has extensive cybersecurity knowledge and skills gained from over 15 years of work experience serving in security roles for the Company and a variety of financial service firms.

Our defense-in-depth strategy utilizes numerous layers of security controls, processes, and procedures across our information systems and networks, including but not limited to, vulnerability management, multi-factor authentication (MFA), identity access management (IAM), endpoint security, mobile security, application security, encryption, [removed: network security, web security, and event monitoring and logging.]

network security, web security, and event monitoring and logging.

As of December 31, [removed: 2023,] [added: 2024,] we leased approximately 15 domestic and [removed: 60] [added: 70] international office properties for our ongoing business operations.

We also maintain an important presence in: Fort Myers, Florida; [removed: Arlington, Virginia; Egham, the United Kingdom;] London, the United Kingdom; Gurgaon, India; Irving, Texas; and Barcelona, Spain.

As of February [removed: 2, 2024,] [added: 7, 2025,] there were [removed: 923] [added: 856] holders of record of our common stock.

The Board authorized incremental share repurchases of up to an [added: aggregate] additional [removed: $1.6 billion, $1.0 billion and $0.9] [added: $4.1] billion of the Company’s common stock [removed: during 2021, 2022 and 2023, respectively.][added: from February 2021 to July 2024.]

The table below summarizes the repurchases of our common stock during the three months ended December 31, [removed: 2023] [added: 2024] pursuant to our share repurchase program and the settlement of stock-based compensation awards.

[removed: (2)The] [added: (1)The] repurchased shares during the three months ended December 31, [removed: 2023] [added: 2024] included purchases for both the settlement of stock-based compensation awards and open market purchases.

| October 1, 2024 to October 31, 2024 | | | | | | 414 | | | | | | $ | 515.06 | | | | | — | | | | | | $ | 1,049,480 | |

| November 1, 2024 to November 30, 2024 | | | | | | 22,694 | | | | | | 540.41 | | | | | | — | | | | | | 1,049,480 | | |

| December 1, 2024 to December 31, 2024 | | | | | | 196,145 | | | | | | 488.06 | | | | | | 195,954 | | | | | | $ | 953,843 | |

| Total for the quarter (1) | | | | | | 219,253 | | | | | | $ | 493.53 | | | | | 195,954 | | | | | | | | |

| October 1, 2023 to October 31, 2023 (1) | | | | | | 298,097 | | | | | | $ | 338.40 | | | | | 297,247 | | | | | | $ | 1,010,159 | |

| November 1, 2023 to November 30, 2023 | | | | | | 107,493 | | | | | | 370.36 | | | | | | 65,148 | | | | | | 987,098 | | |

| December 1, 2023 to December 31, 2023 | | | | | | 6,039 | | | | | | 457.60 | | | | | | — | | | | | | $ | 987,098 | |

| Total for the quarter (2) | | | | | | 411,629 | | | | | | $ | 348.49 | | | | | 362,395 | | | | | | | | |

(1)On October 31, 2023, the Company's Board of Directors authorized incremental share repurchases of up to an additional $500.0 million of Gartner's common stock.

Our financial statements for [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] together with the reports of KPMG LLP, our independent registered public accounting firm, are included herein in this Annual Report on Form 10-K.

Management conducted an evaluation, as of December 31, [removed: 2023,] [added: 2024,] of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, under the supervision and with the participation of our chief executive officer and chief financial officer.

Based upon that evaluation, our chief executive officer and chief financial officer have concluded that, as of December 31, [removed: 2023,] [added: 2024,] the Company’s disclosure controls and procedures were effective..

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on its assessment of internal control over financial reporting, management has concluded that, as of December 31, [removed: 2023,] [added: 2024,] Gartner’s internal control over financial reporting was effective.

The effectiveness of management’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included in this Annual Report on Form 10-K in Part IV, Item 15.

There have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

No director or Section 16 officer adopted or terminated a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5–1 trading arrangement during the three months ended December 31, [removed: 2023.][added: 2024.]

Insider Trading Arrangements

The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under the captions “The Board of Directors,” “Proposal One: Election of Directors,” “Executive Officers,” “Corporate Governance,” “Delinquent Section 16(a) Reports” (if necessary) and “Proxy and Voting Information — Available Information” in the Company’s [removed: 2024] [added: 2025] Proxy Statement.

The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under the captions “Compensation Discussion & Analysis,” “Compensation Tables and Narrative Disclosures,” “Compensation Committee Report,” “The Board of Directors - Compensation of Directors,” “The Board of Directors - Director Compensation Table,” “Corporate Governance - Risk Oversight - Risk Assessment of Compensation Policies and Practices,” and “Corporate Governance - Compensation Committee” in the Company’s [removed: 2024] [added: 2025] Proxy Statement.

The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under the captions “Compensation Tables and Narrative Disclosures — Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” in the Company’s [removed: 2024] [added: 2025] Proxy Statement.

The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under the captions “Transactions With Related Persons” and “Corporate Governance — Director Independence” in the Company’s [removed: 2024] [added: 2025] Proxy Statement.

The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under the caption “Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm” in the Company’s [removed: 2024] [added: 2025] Proxy Statement.

| [removed: [3.1(1)](http://www.sec.gov/Archives/edgar/data/749251/000095012305008192/y10586exv3w1.htm)] [added: [3.1(1)](https://www.sec.gov/Archives/edgar/data/749251/000095012305008192/y10586exv3w1.htm)] | | | | | | Restated Certificate of Incorporation of the Company. | | |

| [removed: [3.2(2)](https://www.sec.gov/Archives/edgar/data/749251/000074925121000020/bylawsapril292021.htm)] [added: [3.2(16)](https://www.sec.gov/Archives/edgar/data/749251/000074925124000041/exhibit32-gartnerbylawsoct.htm)] | | | | | | By-laws of Gartner, Inc. (as amended [added: and restated] through [removed: April 29, 2021).] [added: October 31, 2024).] | | |

| [removed: [4.3(4)](https://www.sec.gov/Archives/edgar/data/0000749251/000119312520256749/d75343dex101.htm)] [added: [10.1(13)](https://www.sec.gov/Archives/edgar/data/749251/000119312524083467/d771496dex101.htm)] | | | | | | [removed: Amended and Restated] Credit [removed: Agreement,] [added: Amendment,] dated as of [removed: September 28, 2020,] [added: March 26, 2024,] among Gartner, Inc., the [removed: Lenders] [added: lender] party thereto and JPMorgan Chase Bank, N.A., as administrative agent. | | |

| [removed: [4.5(5)](https://www.sec.gov/Archives/edgar/data/0000749251/000119312521195111/d192521dex41.htm)] [added: [4.3(5)](https://www.sec.gov/Archives/edgar/data/0000749251/000119312521195111/d192521dex41.htm)] | | | | | | 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. | | |

| [removed: [4.6(6)+](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/descriptionofcommonstock.htm)] [added: [4.4(6)+](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/descriptionofcommonstock.htm)] | | | | | | Description of Gartner, Inc.’s Common Stock. | | |

| [removed: [10.1(7)+](https://www.sec.gov/Archives/edgar/data/749251/000119312521121269/d122411ddef14a.htm#toc122411_59)] [added: [10.3(14)+](https://www.sec.gov/Archives/edgar/data/749251/000074925124000024/esppplan2024amendment.htm)] | | | | | | 2011 Employee Stock Purchase Plan, as amended and restated, as of [removed: September] [added: May] 1, [removed: 2021.] [added: 2024.] | | |

| [removed: [10.2(12)+](https://www.sec.gov/ix?doc=/Archives/edgar/data/749251/000074925123000011/it-20230417.htm#i95579e80af2442b69f1e8c2270cee6c8_1352)] [added: [10.4(10)+](https://www.sec.gov/ix?doc=/Archives/edgar/data/749251/000074925123000011/it-20230417.htm#i95579e80af2442b69f1e8c2270cee6c8_1352)] | | | | | | Long-Term Incentive Plan, June 1, 2023 Amendment and Restatement. | | |

| [removed: [10.3(8)+](http://www.sec.gov/Archives/edgar/data/749251/000074925119000005/amendedemploymentagreement.htm)] [added: [10.5(7)+](https://www.sec.gov/Archives/edgar/data/749251/000074925119000005/amendedemploymentagreement.htm)] | | | | | | Second Amended and Restated Employment Agreement between Eugene A. Hall and the Company dated as of February 14, 2019. | | |

| [removed: [10.4(2)+](https://www.sec.gov/Archives/edgar/data/0000749251/000074925121000020/employmentagreementamendme.htm)] [added: [10.6(2)+](https://www.sec.gov/Archives/edgar/data/0000749251/000074925121000020/employmentagreementamendme.htm)] | | | | | | Amendment to Employment Agreement between Eugene A. Hall and the Company dated as of April 29, 2021. | | |

| [removed: [10.5(9)+](http://www.sec.gov/Archives/edgar/data/749251/000095012309003157/y74719exv10w15.htm)] [added: [10.8(8)+](https://www.sec.gov/Archives/edgar/data/749251/000095012309003157/y74719exv10w15.htm)] | | | | | | Company Deferred Compensation Plan, effective January 1, 2009. | | |

| [removed: [10.6(10)+](https://www.sec.gov/Archives/edgar/data/749251/000074925121000010/formofsaragreement2021ex10.htm)] [added: [10.9(6)+](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/formofsaragreement2022.htm)] | | | | | | Form of [removed: 2021] [added: 2022] Stock Appreciation Right Agreement for executive officers. | | |

| [removed: [10.7(10)+](https://www.sec.gov/Archives/edgar/data/749251/000074925121000010/formofpsuagreement2021ex10.htm)] [added: [10.10(6)+](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/formofpsuagreement2022.htm)] | | | | | | Form of [removed: 2021] [added: 2022] Performance Stock Unit Agreement for executive officers. | | |

| [removed: [10.8(6)+](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/formofsaragreement2022.htm)] [added: [10.11(11)+](https://www.sec.gov/Archives/edgar/data/749251/000074925123000006/formofsaragreement2023.htm)] | | | | | | Form of [removed: 2022] [added: 2023] Stock Appreciation Right Agreement for executive officers. | | |

| [removed: [10.9(6)+](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/formofpsuagreement2022.htm)] [added: [10.12(11)+](https://www.sec.gov/Archives/edgar/data/749251/000074925123000006/formofpsuagreement2023.htm)] | | | | | | Form of [removed: 2022] [added: 2023] Performance Stock Unit Agreement for executive officers. | | |

| [removed: [10.10(13)+](https://www.sec.gov/Archives/edgar/data/749251/000074925123000006/formofsaragreement2023.htm)] [added: [10.13(15)+](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/formofsaragreement2024.htm)] | | | | | | Form of [removed: 2023] [added: 2024] Stock Appreciation Right Agreement for executive officers. | | |

| [removed: [10.11(13)+](https://www.sec.gov/Archives/edgar/data/749251/000074925123000006/formofpsuagreement2023.htm)] [added: [10.14(15)+](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/formofpsuagreement2024.htm)] | | | | | | Form of [removed: 2023] [added: 2024] Performance Stock Unit Agreement for executive officers. | | |

| [removed: [10.12+*](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/formofsaragreement2024.htm)] [added: [10.16+*](https://www.sec.gov/Archives/edgar/data/749251/000074925125000008/formofsaragreement2025.htm)] | | | | | | Form of [removed: 2024] [added: 2025] Stock Appreciation Right Agreement for executive officers. | | |

| [removed: [10.13+*](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/formofpsuagreement2024.htm)] [added: [10.15(15)+](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/formofrsuagreement2024.htm)] | | | | | | Form of [removed: 2024 Performance] [added: Restricted] Stock Unit Agreement for executive officers. | | |

| [removed: [10.14+*](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/formofrsuagreement2024.htm)] [added: [10.17+*](https://www.sec.gov/Archives/edgar/data/749251/000074925125000008/formofpsuagreement2025.htm)] | | | | | | Form of [removed: 2024 Restricted] [added: 2025 Performance] Stock Unit Agreement for executive officers. | | |

| [removed: [10.15(11)+](http://www.sec.gov/Archives/edgar/data/749251/000074925118000013/a2016gartner_directorrsuag.htm)] [added: [10.18(9)+](https://www.sec.gov/Archives/edgar/data/749251/000074925118000013/a2016gartner_directorrsuag.htm)] | | | | | | Form of Restricted Stock Unit Agreement for non-employee directors. | | |

| [removed: [10.16+*](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/enhancedexecutiverewardssu.htm)] [added: [10.19(15)+](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/enhancedexecutiverewardssu.htm)] | | | | | | Enhanced Executive Rewards Policy. | | |

| [removed: [21.1*](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/it-12312023xex211.htm)] [added: [21.1*](https://www.sec.gov/Archives/edgar/data/749251/000074925125000008/it-12312024xex211.htm)] | | | | | | Subsidiaries of Registrant. | | |

| [removed: [23.1*](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/it123123-ex231_kpmg.htm)] [added: [23.1*](https://www.sec.gov/Archives/edgar/data/749251/000074925125000008/gartnerfy24consent-ex231_k.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm. | | |

| [removed: [24.1*](#i9f5f9e6d47574284b028ccf338615ec2_202)] [added: [24.1*](#if19f4da813ce46e084c3081f501c603b_205)] | | | | | | Power of Attorney (see Signature Page). | | |

| [removed: [31.1*](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/it-12312023xex311.htm)] [added: [31.1*](https://www.sec.gov/Archives/edgar/data/749251/000074925125000008/it-12312024xex311.htm)] | | | | | | Certification of chief executive officer under Section 302 of the Sarbanes-Oxley Act of 2002. | | |

| [removed: [31.2*](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/it-12312023xex312.htm)] [added: [31.2*](https://www.sec.gov/Archives/edgar/data/749251/000074925125000008/it-12312024xex312.htm)] | | | | | | Certification of chief financial officer under Section 302 of the Sarbanes-Oxley Act of 2002. | | |

| [removed: [32*](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/it-12312023xex32.htm)] [added: [32*](https://www.sec.gov/Archives/edgar/data/749251/000074925125000008/it-12312024xex32.htm)] | | | | | | Certification under Section 906 of the Sarbanes-Oxley Act of 2002. | | |

| [removed: [97+*](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/gartnerincclawbackpolicy_2.htm)] [added: [97(15)+](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/gartnerincclawbackpolicy_2.htm)] | | | | | | Gartner, Inc. Compensation Recoupment (Clawback) Policy. | | |

| [removed: (7)] [added: (10)] | | | Incorporated by reference from the Company’s Proxy Statement (Schedule 14A) filed on April [removed: 19, 2021.] [added: 17, 2023.] | | |

| [removed: (8)] [added: (7)] | | | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 22, 2019. | | |

| [removed: (9)] [added: (8)] | | | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 20, 2009. | | |

| [removed: (10)] [added: (11)] | | | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February [removed: 24, 2021.] [added: 16, 2023.] | | |

| [removed: (11)] [added: (9)] | | | Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 1, 2018. | | |

| (12) | | | Incorporated by reference from the Company’s [removed: Proxy Statement (Schedule 14A)] [added: Quarterly Report on Form 10-Q] filed on [removed: April 17,] [added: August 1,] 2023. | | |

| [removed: (13)] [added: (15)] | | | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February [removed: 16, 2023.] [added: 15, 2024.] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i9f5f9e6d47574284b028ccf338615ec2_109)] [added: Firm](#if19f4da813ce46e084c3081f501c603b_112)] (KPMG LLP, New York, NY, Auditor Firm ID: 185) | | | [removed: [36](#i9f5f9e6d47574284b028ccf338615ec2_109)] [added: [36](#if19f4da813ce46e084c3081f501c603b_112)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i9f5f9e6d47574284b028ccf338615ec2_112)] [added: Firm](#if19f4da813ce46e084c3081f501c603b_115)] | | | [removed: [38](#i9f5f9e6d47574284b028ccf338615ec2_112)] [added: [38](#if19f4da813ce46e084c3081f501c603b_115)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#i9f5f9e6d47574284b028ccf338615ec2_115)] [added: 2023](#if19f4da813ce46e084c3081f501c603b_118)] | | | [removed: [39](#i9f5f9e6d47574284b028ccf338615ec2_115)] [added: [39](#if19f4da813ce46e084c3081f501c603b_118)] | | |

| [Consolidated Statements of Operations for the Three-Year Period Ended December 31, [removed: 2023](#i9f5f9e6d47574284b028ccf338615ec2_118)] [added: 2024](#if19f4da813ce46e084c3081f501c603b_121)] | | | [removed: [40](#i9f5f9e6d47574284b028ccf338615ec2_118)] [added: [40](#if19f4da813ce46e084c3081f501c603b_121)] | | |

| [10.2(12)](https://www.sec.gov/Archives/edgar/data/749251/000074925123000039/it-06012023xex103executive.htm) | | | | | | Executive Performance Bonus Plan, effective January 1, 2024. | | |

| [10.7](https://www.sec.gov/Archives/edgar/data/749251/000074925124000029/secondamendmenttoemploymen.htm)[(](https://www.sec.gov/Archives/edgar/data/749251/000074925124000029/secondamendmenttoemploymen.htm)[17](https://www.sec.gov/Archives/edgar/data/749251/000074925124000029/secondamendmenttoemploymen.htm)[)](https://www.sec.gov/Archives/edgar/data/749251/000074925124000029/secondamendmenttoemploymen.htm)[+](https://www.sec.gov/Archives/edgar/data/749251/000074925124000029/secondamendmenttoemploymen.htm) | | | | | | Second Amendment to Employment Agreement between Eugene A. Hall and the Corporation effective as of July 1, 2024. | | |

| [19.1*](https://www.sec.gov/Archives/edgar/data/749251/000074925125000008/it-12312024xex19.htm) | | | | | | Insider Trading Policy. | | |

| | | | | | | | | |

| | | | | | | | | |

| (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. | | |

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

| (17) | | | Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 1, 2024. | | |

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 13, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

*Assessment of tax benefits on intercompany transfer of intellectual property*

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.

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.

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.

- 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.

February 13, 2025

February 13, 2025

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

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

| Common share repurchases (including excise tax) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (746,246) | | | | | | (746,246) | | |

| Balance at December 31, 2024 | | | $ | 82 | | | | | $ | 2,497,130 | | | | | $ | (88,333) | | | | | $ | 5,993,007 | | | | | $ | (7,042,717) | | | | | $ | 1,359,169 | |

| Net income | | | $ | 1,253,715 | | | | | $ | 882,466 | | | | | $ | 807,799 | |

| Depreciation and amortization | | | 202,315 | | | | | | 191,103 | | | | | | 191,946 | | |

| Proceeds from revolving credit facility | | | 274,400 | | | | | | — | | | | | | — | | |

*Commission expense.* The Company records deferred commissions upon the recognition of commission liabilities, which is generally aligned with the obtaining of a customer contract or the commencement of subsequent terms in the case of multi-year contracts.

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

*Gain on event cancellation insurance claims.* During the year ended December 31, 2024, the Company received $300.0 million in 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.

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.

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

| [4.4(4)](https://www.sec.gov/Archives/edgar/data/0000749251/000119312520256749/d75343dex102.htm) | | | | | | Amended and Restated Guarantee and Collateral Agreement, dated as of September 28, 2020, among Gartner, Inc. each subsidiary guarantor party thereto and JPMorgan Chase Bank, N.A. | | |

| | | | | | |

*Unrecognized tax benefits*

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

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

- 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.

February 15, 2024

| Assets held-for-sale | | | — | | | | | | 49,036 | | |

| Liabilities held-for-sale | | | — | | | | | | 30,840 | | |

| Balance at December 31, 2020 | | | $ | 82 | | | | | $ | 1,968,930 | | | | | $ | (99,228) | | | | | $ | 2,255,467 | | | | | $ | (3,034,823) | | | | | $ | 1,090,428 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 793,560 | | | | | | — | | | | | | 793,560 | | |

| Other comprehensive income | | | — | | | | | | — | | | | | | 17,797 | | | | | | — | | | | | | — | | | | | | 17,797 | | |

| Common share repurchases | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,647,547) | | | | | | (1,647,547) | | |

| Other | | | — | | | | | | — | | | | | | 2,306 | | |

| Proceeds from borrowings | | | — | | | | | | — | | | | | | 600,000 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

The Company will disburse the restricted cash to the sellers of the businesses upon satisfaction of any contingencies described in such agreements (e.g., potential indemnification claims, etc.).

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

*Reference Rate Reform* — In March 2020, the FASB issued ASU No. 2020-04, *Reference Rate Reform—Facilitation of the Effects of Reference Rate Reform on Financial Reporting* (“ASU No. 2020-04”).

ASU No. 2020-04 provides that an entity can elect not to apply certain required modification accounting in U.S. GAAP to contracts where all changes to the critical terms relate to reference rate reform (e.g., the expected discontinuance of LIBOR and the transition to an alternative reference interest rate, etc.).

In addition, the rule provides optional expedients and exceptions that enable entities to continue to apply hedge accounting for hedging relationships where one or more of the critical terms change due to reference rate reform.

The rule became effective for all entities as of March 12, 2020 and, after the issuance of ASU 2022-06, will generally no longer be available to apply after December 31, 2024.

During 2023, the Company adopted the practical expedient provided under ASU 2020-04 related to its debt and interest rate swap arrangements and as such, the amendments in the second quarter of 2023 are treated as a continuation of the existing agreements and no gain or loss on the modification was recorded.

The allocation of the purchase price is preliminary with respect to certain tax matters.

In June 2021, the Company acquired 100% of the outstanding capital stock of Pulse Q&A Inc. (“Pulse”), a privately-held company based in San Francisco, California, for an aggregate purchase price of $29.9 million.

Pulse is a technology-enabled community platform.

During 2021, the Company paid $22.9 million in cash for Pulse after considering the cash acquired with the business, amounts held in escrow and certain other purchase price adjustments.

In addition to the purchase price, the Company may also be required to pay up to $4.5 million in cash based on the continuing employment of certain key employees.

Such amounts are recognized as compensation expense over three years post-acquisition and reported in Acquisition and integration charges in the Consolidated Statements of Operations.

The Company recorded $31.0 million of goodwill and finite-lived intangible assets and $1.1 million of liabilities on a net basis for the Pulse acquisition.

The principal components of the assets divested included goodwill, intangible assets, net, property, equipment and leasehold improvements, net, and accounts receivable, with carrying amounts of $16.0 million, $9.5 million, $4.5 million and $11.8 million, respectively, while the liabilities transferred with the sale primarily consisted of deferred revenue with a carrying amount of $24.4 million.

Such assets and liabilities were included in Assets held-for-sale and Liabilities held-for-sale, respectively, on the Consolidated Balance Sheet at December 31, 2022 at their respective carrying values at that date.

During 2021, the Company received $2.3 million cash proceeds from deferred consideration related to a 2018 divestiture.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2021 (1) | | | $ | 2,670,934 | | | | | $ | 184,021 | | | | | $ | 96,362 | | | | | $ | 2,951,317 | |

| Date: | | | February [removed: 15, 2024] [added: 13, 2025] | | | By: | | | /s/ Eugene A. Hall | | |

| /s/ Eugene A. Hall | | | | | | [removed: Director] [added: Chairman] and Chief Executive Officer | | | | | | February [removed: 15, 2024] [added: 13, 2025] | | |

| /s/ Craig W. Safian | | | | | | Executive Vice President and Chief Financial Officer | | | | | | February [removed: 15, 2024] [added: 13, 2025] | | |

| /s/ Peter E. Bisson | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 13, 2025] | | |

| /s/ Richard J. Bressler | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 13, 2025] | | |

| /s/ Raul E. Cesan | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 13, 2025] | | |

| /s/ Karen E. Dykstra | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 13, 2025] | | |

| /s/ José M. Gutiérrez | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 13, 2025] | | |

| /s/ Diana S. Ferguson | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 13, 2025] | | |

| /s/ Anne Sutherland Fuchs | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 13, 2025] | | |

| /s/ William O. Grabe | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 13, 2025] | | |

| /s/ Stephen G. Pagliuca | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 13, 2025] | | |

| /s/ Eileen M. Serra | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 13, 2025] | | |

| /s/ James C. Smith | | | | | | Director | | | | | | February 15, 2024 | | |

| James C. Smith | | | | | | | | | | | | | | |