Gartner (IT) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A57 rewritten33 added13 removed169 unchanged
All filing items907 rewritten413 added229 removed1,416 unchanged
Summary
counted, not written
- Item 1A lists 19 risk factor headings: 3 new, 0 reworded and 16 unchanged since FY2024. 0 headings from FY2024 no longer appear.
- Sentence by sentence, 413 added, 229 removed, 907 rewritten and 1,416 unchanged across 17 items that differ.
New Item 1A headings (3)
- Our Insights business depends on renewals of subscription-based services and sales of new subscription-based services for a significant portion of our revenue, and our failure to renew at historical rates or generate new sales of such services will lead to a decrease in our revenues.
- Our balance sheet includes significant amounts of goodwill and intangible assets. Impairment of a significant portion of these assets would negatively affect our financial results.
- We may not be able to attract and retain qualified personnel which could jeopardize the quality of our products and services and our future growth plans.
Removed Item 1A headings (0)
Every FY2024 risk factor heading is still here, word for word or reworded.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS.
57 rewritten, 33 added, 13 removed, 169 unchanged
In addition to the effects of the global economic and geopolitical climate on our business and operations (including as a result of U.S. [added: budget cuts,] 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 give rise to or amplify many of these risks discussed below.
*We may not be able to maintain the quality of our existing products and services.* We operate in a rapidly evolving market, and our success depends on our ability to deliver high quality and timely [removed: research and analysis] [added: insights] to our clients.
Any failure to continue to provide credible and reliable information and [removed: insight] [added: insights] that [removed: is] [added: are] useful to our clients could have a material adverse effect on future business and operating results.
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 [added: services may decline.]
[removed: Additionally, significant] delays in new product or service releases or significant problems in creating new products or services could materially adversely affect our business, results of operations and financial position.
Our future success will depend upon our ability to develop and introduce in a timely manner new [added: offerings,] or [removed: enhance] [added: enhancements to] existing [removed: offerings] [added: offerings,] that address the changing needs of this constantly evolving marketplace.
In addition, some of our content is exposed to Internet search [removed: engines,] [added: engines and large language models (“LLM”),] which help generate website traffic.
Search engines [added: and LLMs] often update their proprietary algorithms, which affects the placement of links to our websites.
Some search engines [added: and LLMs] also provide substantive content in search results, [added: including AI-generated content,] which, if expanded to the areas in which we operate, could reduce the need to enter our websites.
When a major search engine [added: or LLM] changes its algorithms in a manner that negatively affects our placement in search results or makes it less likely for our target audience to enter our websites, our business, results of operations and financial position may be harmed.
Developing, testing, and deploying AI systems [added: has required, and] will [removed: require] [added: continue to require,] additional investment and [removed: increase our costs.][added: increased costs, including costs related to developing talent to implement AI technologies.]
Although [added: generally contractually] prohibited, clients or others may load our proprietary information into large language models, which could reduce the value of our offerings.
*Our [removed: Research] [added: Insights] business depends on renewals of subscription-based services and sales of [removed: new* *subscription-based] [added: new subscription-based] services for a significant portion of our revenue, and [removed: our* *failure] [added: our failure] to renew at historical rates or generate new sales of such [removed: services* *will] [added: services will] lead to a decrease in our revenues.* A large portion of our success depends on our ability to generate renewals of our subscription-based [removed: research] [added: insights] products and services and new sales of such products and services, both to new clients and existing clients.
These products and services constituted approximately [removed: 77%] [added: 78%] and [removed: 76%] [added: 77%] of total revenues from our operations for [removed: 2024] [added: 2025] and [removed: 2023,][added: 2024, respectively.]
Our [removed: research] [added: Insights] subscription contracts are typically for twelve months or longer.
While our [removed: Research] [added: Insights] client retention rate was [added: 85% and] 84% for [removed: both 2024] [added: 2025] and [removed: 2023,] [added: 2024, respectively,] there can be no guarantee that we will continue to maintain this rate of client renewals.
Our insurance coverage for [removed: 2024] [added: 2025] (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: 2024] [added: 2025] and [removed: 2023.][added: 2024.]
*We may not be able to attract and retain qualified personnel which [removed: could* *jeopardize] [added: could jeopardize] the quality of our products and services and our future growth plans.* Our success is based on attracting and retaining talented employees and we depend heavily upon the quality of our senior management, research analysts, consultants, sales and other key personnel.
Our employee hiring and retention also depend on our brand and reputation as well as our ability to build and maintain an inclusive workplace culture that enables [removed: our employees to thrive.]
Additionally, the laws [added: (including evolving] and [added: uncertain copyright law as it applies to the training, use, developments, and deployment of AI) and] enforcement mechanisms to protect our intellectual property from unauthorized use in new technologies like AI and machine learning [removed: are evolving and] may be inadequate.
The cybersecurity risks we face range from cyber attacks common to most industries, such as the development and deployment of malicious software to gain access to our networks and attempt to steal confidential information, launch distributed denial of service attacks, or attempt [removed: other coordinated disruptions, to more advanced threats that target us because of our prominence in the global research and advisory field.]
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 [added: 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.]
We have implemented various security controls [added: designed] to [removed: meet] [added: address] our security [removed: obligations, while also defending] [added: obligations and to defend] against constantly evolving security threats.
However, the security measures implemented by us or by our outside service providers may not be effective and our systems (and those of our outside service providers) are vulnerable to theft, loss, damage and interruption from a number of potential sources and events, including unauthorized access or security [removed: breaches,] [added: breaches or incidents,] cyber attacks, computer viruses, power loss, or other disruptive events.
Additionally, the security compliance landscape continues to evolve, requiring us to stay apprised of changes in cybersecurity [added: privacy,] and [removed: data privacy laws,] [added: protection laws and] regulations, and security requirements required by our clients, such as the European Union General Data Protection Regulation [removed: (GDPR),] [added: (“GDPR”),] the California Consumer Privacy Act [removed: (CCPA)] [added: (“CCPA”)] and California Privacy Rights Act [removed: (CPRA),] [added: (“CPRA”),] the Brazilian General Data Protection Law [removed: (LGPD),] [added: (“LGPD”),] the Chinese Cybersecurity, Data Security and Personal Information Protection laws (and other new and proposed data protection [removed: laws),] [added: laws) and certain standards of the] International Organization for Standardization [removed: (ISO),] [added: (“ISO”),] and National Institute of Standards and Technology [removed: (NIST).][added: (“NIST”).]
A cyber attack, widespread internet failure or internet access limitations, or disruption of our critical information technology systems [added: (or those of our service providers)] through denial of service, viruses, or other events could cause delays in initiating or completing sales, impede delivery of our products and services to our clients, disrupt other critical client-facing or business processes or dislocate our critical internal functions.
Additionally, any [added: actual or perceived] material [added: security] breaches [removed: of cybersecurity] or [added: incidents or] other technology-related [removed: catastrophe,] [added: catastrophes,] or media reports of perceived security vulnerabilities to our systems or those of our third parties, even if no [removed: breach] [added: breach, incident or catastrophe] has been attempted or occurred, could cause us to experience reputational harm, loss of customers and revenue, fines, regulatory actions and scrutiny, sanctions or other statutory penalties, litigation, liability for failure to safeguard our customers’ information, or financial losses that are either not insured against or not fully covered through any insurance maintained by us.
[removed: The risks involved in each acquisition or investment include the possibility of paying more than the] value we derive from the acquisition, dilution of the interests of our current stockholders should we issue stock in the acquisition, decreased working capital, increased indebtedness, the assumption of undisclosed liabilities and unknown and unforeseen risks, the ability to retain key personnel of the acquired company, the inability to complete the transaction due to regulatory review, the inability to integrate the business of the acquired company, increase revenue or fully realize anticipated synergies, the time to train the sales force to market and sell the products of the acquired business, the potential disruption of our ongoing business and the distraction of management from our day to day business.
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 [added: 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.]
[removed: *Our sales to governments are subject to appropriations, complex compliance requirements and some may be terminated early.*] We derive significant revenues from [removed: research] [added: insights] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] approximately [removed: $1.2] [added: $1.0] billion and [removed: $1.0] [added: $1.2] billion, respectively, of our outstanding revenue contracts were attributable to government entities.
We may expand our marketing activities to promote and strengthen the Gartner brand and may need to increase our marketing budget, hire additional marketing and public relations personnel, and expend [removed: additional sums to protect our brand and otherwise increase expenditures to create and maintain client brand loyalty.]
*Our outstanding debt obligations could negatively impact our financial condition and future operating results.* As of December 31, [removed: 2024,] [added: 2025,] the Company had [removed: outstanding debt of $274 million under its 2024 revolving credit facility (the “2024 Credit Agreement”),] $800 million of Senior Notes due 2028 (the “2028 Notes”), $600 million of Senior Notes due 2029 (the “2029 [removed: Notes”) and] [added: Notes”),] $800 million of Senior Notes due 2030 (the “2030 [removed: Notes”).][added: Notes”), $350 million of Senior Notes due 2031 (the “2031 Notes”) and $450 million of Senior Notes due 2035 (the “2035 Notes”), collectively the “Senior Notes”.]
Additional information regarding [removed: the 2024 Credit Agreement, the 2028 Notes, the 2029 Notes and the 2030 Notes] [added: our outstanding debt obligations] is included in Note 6 — Debt in the Notes to Consolidated Financial Statements.
[added: 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, war and armed [removed: conflict (including the ongoing conflicts in the Middle East, Ukraine and Russia),] [added: conflict,] 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.
Additionally, [added: changes in regulatory rules or policies, or changes in government enforcement priorities and resources,] 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.
*Our operating results could be negatively impacted by global economic* *conditions.* Our business is impacted by general economic conditions and trends in the United States and abroad, including without limitation inflation, slowing growth, rising [removed: interest rates and recession.]
In addition, U.S. federal, state and local government spending limits [added: have reduced, and] may [removed: reduce] [added: continue to reduce,] demand for our products and services from those governmental agencies as well as organizations that receive funding from those agencies and could negatively affect macroeconomic conditions in the United States, which could further reduce demand for our products and services.
Additionally, significant
In August 2025, we launched AskGartner, our new AI-powered tool that gives clients an improved user experience by providing faster, more efficient access to our insights, to licensed users globally.
For example, AI technologies that we use may lead to unintended consequences and errors, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and expose us to liability.
*Our balance sheet includes significant amounts of goodwill and intangible assets.
Impairment of a significant portion of these assets would negatively affect our financial results.* Our balance sheet includes significant amounts of goodwill and intangible assets.
Impairment of a significant portion of these assets would negatively affect our financial results.
Our balance sheet includes goodwill and intangible assets that represent approximately 38% of our total assets at December 31, 2025.
We are required to amortize certain intangible assets over the useful life of the asset, while goodwill and indefinite-lived intangible assets are not amortized.
On at least an annual basis, we assess whether there have been impairments in the carrying value of goodwill and indefinite-lived intangible assets.
During the year ended December 31, 2025, ongoing weakness in the market as well as changes in the Company’s internal organization structure prompted a revision to the long-term earnings forecast for the Digital Markets business.
During the year ended December 31, 2025, a goodwill impairment loss of $150.0 million was recognized in the Digital Markets reporting unit.
our employees to thrive.
Third parties may not adhere to the same standards for data quality, security and compliance, potentially leading to unintended data being used in AI models.
other coordinated disruptions, to more advanced threats that target us because of our prominence in the global business and technology insights field.
Consolidation of technology and service vendors could lead to few viable alternatives, potentially resulting in more widespread operational and/or customer-facing disruptions when critical vendors or service providers experience disruptions.
The risks involved in each acquisition or investment include the possibility of paying more than the
Finally, both acquisitions and divestitures are subject to continued regulatory scrutiny, which may impede our ability to consummate strategic transactions.
*Our sales to governments are subject to appropriations, complex compliance requirements and some may be terminated early.*
Moreover, the demand for our products and services from U.S. government agencies is generally driven by the level of discretionary government program funding.
In 2025, our revenues with U.S. federal government agencies declined approximately $58 million year over year, primarily due to reductions in discretionary spending.
Further significant reduction in federal government spending, the absence of an agreement on the federal government budget, a partial or full federal government shutdown or a change in budgetary priorities could reduce demand for our products and services, cancel or delay federal projects, result in the closure of federal facilities and significant personnel reductions and have a material and adverse impact on our business, financial condition, results of operations and cash flows.
As the current geopolitical environment remains unpredictable, we continue to monitor and evaluate the impact, both direct and indirect, of government actions that could adversely impact our business operations and financial performance.
additional sums to protect our brand and otherwise increase expenditures to create and maintain client brand loyalty.
The Company had no outstanding debt under its 2024 revolving credit facility (the “2024 Credit Agreement”).
interest rates and recession.
In its recent report, Global Economic Prospects, January 2026, the World Bank noted growth is projected to ease to 2.6%, driven by a notable slowdown in demand for traded goods and softening domestic demand in many major economies.
The World Bank expects growth to pick up slightly to 2.7% in 2027, as domestic demand benefits from earlier monetary policy easing and trade improves amid declining uncertainty.
The report notes that near-term risks are tilted to the downside, observing growth could falter if trade tensions escalate, barriers rise further, or financial market sentiment deteriorates amid asset price declines, fiscal concerns, or inflation surprises.
On the upside, firms’ adaptability to new trade conditions could support growth, and AI-related activity could broaden.
For example, disruptive technologies such as machine learning and other AI technologies may significantly alter the market for our offerings in unpredictable ways and reduce customer demand.
We have set near-term environmental targets that have been approved by the Science-Based Targets Initiative (SBTi).
Our failure or perceived failure to achieve them or continue practices that meet evolving, and sometimes conflicting, stakeholder expectations could
two-pillar approach to global taxation (“Pillar Two”), focusing on global profit allocation and a 15% global corporate minimum tax rate.
services may decline.
For example, AI algorithms that we use may be flawed or may be based on datasets that are biased or insufficient.
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.
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.
Moreover, while terminations by governments for lack of funding have not been significant historically, should appropriations for the various governments and agencies that contract with us be curtailed, or should our government contracts be terminated for convenience, we may experience a significant loss of revenues.
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.
We have committed to achieve net-zero greenhouse gas emissions by 2035 in accordance with the SBTi's Net-Zero Standard.
The SBTi has approved Gartner’s near-term science-based emissions reductions targets.
Any determination or allegations, even if
An excerpt. Shown here: 40 of 57 rewritten, all 33 added and all 13 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS. in the FY2025 filing and the FY2024 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
133 rewritten, 81 added, 48 removed, 169 unchanged
This MD&A provides an analysis of our consolidated financial results, segment results and cash flows for [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] under the headings “Results of Operations,” “Segment Results” and “Liquidity and Capital Resources.” For a similar detailed
discussion comparing [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] refer to those headings under Item 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: 2023.][added: 2024.]
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: [removed: the impact of general economic conditions, including inflation (and related monetary policy by governments in response] [added: our ability] to [removed: inflation), on economic activity] [added: maintain] and [added: expand] our [removed: operations; changes in macroeconomic and market conditions and market volatility, including interest rates] [added: products] and [removed: the effect on the credit markets] [added: services; our ability to keep pace with technological developments in artificial intelligence (“AI”)] and [removed: access] [added: comply with evolving AI regulations; our ability] to [removed: capital; the impact of global economic] [added: achieve continued customer renewals] and [removed: geopolitical conditions, including inflation,] [added: achieve new contract value, backlog] and [removed: recession;] [added: deferred revenue growth in light of competitive pressures;] our ability to [added: grow or sustain revenue from individual customers; our ability to expand or retain our customer base; our ability to] carry out our strategic initiatives and manage associated costs; 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 [removed: 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 [removed: research] analysts and consultants as well as experienced sales personnel upon whom we are dependent, especially in light of labor competition; our ability to [removed: 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; [added: the impact of cybersecurity incidents or other disruptions to] our [added: information systems; our] ability to [removed: keep pace with technological developments] [added: pay our debt obligations; the impact of global economic and geopolitical conditions, including inflation (and related monetary policy by governments] in [removed: artificial intelligence (“AI”)] [added: response to inflation)] and [removed: comply] [added: recession; uncertain effects, both direct and indirect, of changes and volatility in tariffs and trade policies; risks associated] with [removed: evolving AI regulations;] [added: the creditworthiness, budget cuts, priorities and shutdown of governments and agencies;] additional risks associated with international operations, including foreign currency fluctuations; the impact on our business resulting from changes in international conditions, including those resulting from [removed: the conflict] [added: tensions] in the Middle East, the war in Ukraine and current and future sanctions imposed by governments or other authorities; the impact of restructuring and other charges on our businesses and operations; [removed: cybersecurity incidents or other disruptions to] our [removed: information systems; risks associated with the creditworthiness, budget cuts, and shutdown of governments and agencies; our] ability to meet sustainability commitments and comply with applicable regulatory [removed: requirements;] [added: requirements, as well as potential reactions by customers to these commitments;] the impact of changes in tax policy (including global minimum tax legislation) and heightened scrutiny from various taxing authorities globally; changes to laws and regulations; and other risks and uncertainties.
Forward-looking statements in this Annual Report on Form 10-K speak only as of the date hereof, and forward-looking statements in documents attached that are incorporated by reference speak only [added: as of the date of those documents.]
Gartner, Inc. (NYSE: IT) delivers actionable, objective [removed: insight] [added: business and technology insights] that [removed: drives] [added: drive] smarter decisions and stronger performance on an organization’s mission-critical priorities.
We are a trusted advisor and an objective resource for [removed: close to 14,000] [added: over 13,000] enterprises in approximately 90 countries and territories — across all major functions, in every industry and enterprise size.
Gartner delivers its products and services globally through three [added: reportable] business segments – [removed: Research,] [added: Insights,] Conferences and Consulting, as described below.
- [removed: Research] [added: Insights] equips executives and their teams from every [removed: function] [added: major function, geography, industry] and [removed: across all industries] [added: sector] with actionable, objective [removed: insight,] [added: insights,] guidance and tools.
Our [removed: experienced] experts deliver [removed: all this value] [added: proprietary insights that are] informed by [removed: a combination of] [added: thoroughly vetted] practitioner-sourced and data-driven research to help our clients address their [removed: mission critical] [added: mission-critical] priorities.
From our Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-driven sessions, our offerings enable attendees to experience the best of Gartner [removed: insight] [added: insights] and guidance.
Through custom analysis and on-the-ground support we enable optimized technology investments and stronger performance on our clients’ [removed: mission critical] [added: mission-critical] priorities.
| [removed: Research] [added: Insights] | | | | | | Contract value represents the dollar value attributable to all of our subscription-related contracts. It is calculated as the annualized value of all contracts in effect at a specific point in time, without regard to the duration of the contract. Contract value primarily includes [removed: Research] [added: Insights] deliverables for which revenue is recognized on a ratable basis, as well as other deliverables (primarily Conferences tickets) for which revenue is recognized when the deliverable is utilized. Comparing contract value year-over-year not only measures the short-term growth of our business, but also signals the long-term health of our [removed: Research] [added: Insights] subscription business since it measures revenue that is highly likely to recur over a multi-year period. Our contract value consists of Global Technology Sales contract value, which includes sales to users and providers of technology, and Global Business Sales contract value, which includes sales to all other functional leaders. | | |
The fundamentals of our strategy include [removed: a focus] [added: focusing] on creating actionable insights for executive leaders and their teams, delivering innovative and highly differentiated product offerings, building a strong sales capability, providing world class client service with a focus on client engagement and retention, and continuously improving our operational effectiveness.
We had total revenues of [removed: $6.3] [added: $6.5] billion in [removed: 2024,] [added: 2025,] an increase of [removed: 6%] [added: 4%] compared to [removed: 2023] [added: 2024] on [removed: both] a reported basis and [added: 3%] excluding the foreign currency impact.
Net income [removed: increased] [added: decreased] to [removed: $1.3] [added: $0.7] billion in [removed: 2024] [added: 2025] from [removed: $882.5 million] [added: $1.3 billion] in [removed: 2023] [added: 2024] and diluted earnings per share was [removed: $16.00] [added: $9.65] in [removed: 2024] [added: 2025] compared to [removed: $11.08] [added: $16.00] in [removed: 2023.][added: 2024.]
[removed: Research] [added: Insights] revenues increased to $5.1 billion in [removed: 2024,] [added: 2025,] an increase of 5% compared to [removed: 2023] [added: 2024] on [removed: both] a reported basis and [added: 4%] excluding the foreign currency impact.
The [removed: Research] [added: Insights] gross contribution margin was [removed: 74%] [added: 77%] in both [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]
Contract value was [removed: $5.3] [added: $5.2] billion at December 31, [removed: 2024,] [added: 2025,] an increase of [removed: 8%] [added: 1%] compared to December 31, [removed: 2023] [added: 2024] on a foreign currency neutral basis.
Conferences revenues increased to [removed: $583.2] [added: $644.7] million in [removed: 2024,] [added: 2025,] an increase of [removed: 15%] [added: 11%] compared to [removed: 2023] [added: 2024] on [removed: both] a reported basis and [added: 9%] excluding the foreign currency impact.
The Conferences gross contribution margin was [removed: 48% and] 50% [added: and 48%] in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.
We held [removed: 51] [added: 53] and [removed: 47] [added: 51] in-person conferences in [removed: 2024 in 2023,] [added: 2025 and 2024,] respectively.
Consulting revenues [removed: increased] [added: decreased] to [removed: $558.5] [added: $552.5] million in [removed: 2024, an increase] [added: 2025, a decrease] of [removed: 9%] [added: 1%] compared to [removed: 2023] [added: 2024] on [removed: both] a reported basis and [added: 2%] excluding the foreign currency impact.
The Consulting gross contribution margin was [removed: 36%] [added: 34%] and [removed: 35%] [added: 36%] in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.
Backlog was [removed: $191.5] [added: $173.7] million at December 31, [removed: 2024.][added: 2025.]
Cash provided by operating activities was [removed: $1.5] [added: $1.3] billion and [removed: $1.2] [added: $1.5] billion during [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.
As of December 31, [removed: 2024,] [added: 2025,] we had [removed: $1.9] [added: $1.7] billion of cash and cash equivalents and approximately [removed: $0.7] [added: $1.0] billion of available borrowing capacity on our revolving credit facility.
During [removed: 2024,] [added: 2025,] we repurchased [removed: 1.6] [added: 7.0] million shares of the Company’s common stock for an aggregate purchase price of approximately [removed: $0.7] [added: $2.0] billion.
- [removed: Research] [added: Insights] revenues are mainly derived from subscription contracts for [removed: research] [added: insights] products.
The majority of our [removed: Research] [added: Insights] contracts are billable upon signing, absent special terms granted on a limited basis from time to time.
[removed: Research] [added: Insights] contracts are generally non-cancelable and non-refundable, except for government contracts that may have cancellation or fiscal funding clauses.
Significant judgment is required in evaluating tax law and measuring the benefits likely [removed: to be realized.]
| | | | | | | Year Ended December 31, [removed: 2024] [added: 2025] | | | | | | Year Ended December 31, [removed: 2023] [added: 2024] | | | | | | Increase (Decrease) | | | | | | Percentage Increase (Decrease) | | |
| Cost of services and product development | | | | | | [removed: 2,023,022] [added: 2,053,575] | | | | | | [removed: 1,903,240] [added: 2,023,022] | | | | | | [removed: 119,782] [added: 30,553] | | | | | | [removed: 6] [added: 2] | | |
| Selling, general and administrative | | | | | | [removed: 2,884,814] [added: 3,067,631] | | | | | | [removed: 2,701,542] [added: 2,884,814] | | | | | | [removed: 183,272] [added: 182,817] | | | | | | [removed: 7] [added: 6] | | |
| Amortization of intangibles | | | | | | [removed: 90,232] [added: 82,294] | | | | | | [removed: 92,458] [added: 90,232] | | | | | | [removed: (2,226)] [added: (7,938)] | | | | | | [removed: (2)] [added: (9)] | | |
| Acquisition and integration charges | | | | | | [removed: 973] [added: —] | | | | | | [removed: 9,587] [added: 973] | | | | | | [removed: (8,614)] [added: (973)] | | | | | | [removed: (90)] [added: nm] | | |
| Interest expense, net | | | | | | [removed: (69,488)] [added: (60,561)] | | | | | | [removed: (94,246)] [added: (69,488)] | | | | | | [removed: (24,758)] [added: (8,927)] | | | | | | [removed: (26)] [added: (13)] | | |
| Gain on event cancellation insurance claims | | | | | | [removed: 300,000] [added: —] | | | | | | [removed: 3,077] [added: 300,000] | | | | | | [removed: 296,923] [added: (300,000)] | | | | | | nm | | |
| Other income, net | | | | | | [removed: 575] [added: 2,968] | | | | | | [removed: 1,404] [added: 575] | | | | | | [removed: (829)] [added: 2,393] | | | | | | [removed: (59)] [added: 416] | | |
| Less: Provision for income taxes | | | | | | [removed: 133,659] [added: 238,887] | | | | | | [removed: 264,663] [added: 133,659] | | | | | | [removed: (131,004)] [added: 105,228] | | | | | | [removed: (49)] [added: 79] | | |
Recent Developments
Our Insights contract value with the US federal government was approximately $126.0 million at December 31, 2025.
Less than half of our December 31, 2024 Insights contract value was retained in 2025.
In addition to the non-renewals, we have received notices of termination-for-convenience from various US government agencies for approximately $3.0 million of contracts that are primarily scheduled to expire in the first quarter of 2026.
As the current geopolitical environment remains unpredictable, we continue to monitor and evaluate the impact, both direct and indirect, of government actions that could adversely impact our business operations and financial performance.
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.
The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.
OBBBA did not have a material impact on our consolidated financial results in the current period.
We are currently assessing and will continue to assess and reflect the impact of OBBBA on our future consolidated financial statements as appropriate.
Our most recent annual impairment test of goodwill was a quantitative analysis conducted during the quarter ended September 30, 2025 that indicated an impairment of the Company's Digital Markets reporting unit.
During the three months ended September 30, 2025, ongoing weakness in the market as well as changes in our internal organization structure prompted a revision to the long-term earnings forecast for the Digital Markets business.
During the year ended December 31, 2025, a goodwill impairment loss of $150.0 million was recognized in the Digital Markets reporting unit.
The fair value of that reporting unit was estimated using a combination of the expected present value of future cash flows and market approach.
On January 29, 2026, we entered into a definitive agreement to sell our Digital Markets business.
As of December 31, 2025, the assets and liabilities of Digital Markets were considered held for sale, resulting in $106.4 million of assets held for sale and $20.5 million of liabilities held for sale on the Consolidated Balance Sheet.
The majority of the held for sale assets were goodwill, property, equipment and leasehold improvements, net and accounts receivable, with carrying amounts of $49.1 million, $26.3 million and $25.2 million, respectively, while the majority of the held for sale liabilities was accounts payable and accrued liabilities, with a carrying amount of $14.2 million.
On February 5, 2026, we completed the sale of Digital Markets for approximately $110.0 million, prior to customary purchase price adjustments.
The decrease in 2025 is primarily due to the goodwill impairment loss in 2025, the gain on event cancellation insurance claims in 2024 and an increase in the provision for income taxes.
When a subscription contract is invoiced, we record the billable amount as a fee receivable, representing our legally enforceable right to payment.
The corresponding amount is recognized as deferred revenue until the underlying services are provided and control is transferred to the customer.
In certain instances, we may have satisfied our performance obligations and earned revenue prior to invoicing the customer.
In such cases, we record an unbilled receivable, which represents our right to payment for services already delivered but not yet billed.
Goodwill and other intangible assets — Our goodwill is evaluated in accordance with FASB ASC Topic 350, which requires goodwill to be assessed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable.
In addition, an impairment evaluation of our amortizable intangible assets may also be performed if events or circumstances indicate potential impairment.
Among the factors that could trigger an impairment review are current operating results that do not align with our annual plan or historical performance; changes in our strategic plans or the use of our assets; restructuring charges or other changes in our business segments; competitive pressures and changes in the general economy or in the markets in which we operate; and a significant decline in our stock price and our market capitalization relative to our net book value.
When performing our annual assessment of the recoverability of goodwill, we initially perform a qualitative analysis evaluating whether any events or circumstances occurred or exist that provide evidence that it is more likely than not that the fair value of any of our reporting units is less than the related carrying amount.
If we do not believe that it is more likely than not that the fair value of any of our reporting units is less than the related carrying amount, then no quantitative impairment test is performed.
However, if the results of our qualitative assessment indicate that it is more likely than not that the fair value of a reporting unit is less than its respective carrying amount, then we perform a quantitative impairment test.
Evaluating the recoverability of goodwill requires judgments and assumptions regarding future trends and events.
As a result, both the precision and reliability of our estimates are subject to uncertainty.
Among the factors that we consider in our qualitative assessment are general economic conditions and the competitive environment; actual and projected reporting unit financial performance; forward-looking business measurements; and external market assessments.
To determine the fair values of our reporting units for a quantitative analysis, we typically utilize detailed financial projections, which include significant variables, such as projected rates of revenue growth, profitability and cash flows, as well as assumptions regarding discount rates, our weighted average cost of capital and other data.
Our most recent annual impairment test of goodwill was a quantitative analysis conducted during the quarter ended September 30, 2025 that indicated an impairment of our Digital Markets reporting unit.
During the three months ended September 30, 2025, ongoing weakness in the market as well as changes in our internal organization structure prompted a revision to the long-term earnings forecast for the Digital Markets business.
As a result, during the year ended December 31, 2025 a goodwill impairment loss of $150.0 million was recognized in the Digital Markets reporting unit, which is included in Other for segment reporting purposes.
The fair value of that reporting unit was estimated using a combination of the expected present value of future cash flows and market approach.
Subsequent to completing our 2025 annual impairment test, no events or changes in circumstances were noted that required an interim goodwill impairment test.
Note 1 — Business and Significant Accounting Policies and Note 3 — Goodwill and Intangible Assets in the Notes to Consolidated Financial Statements provide additional information regarding our goodwill and amortizable intangible assets.
to be realized.
| Total revenues | | | | | | $ | 6,497,226 | | | | | $ | 6,267,411 | | | | | $ | 229,815 | | | | | 4 | | % |
as of the date of those documents.
Recent Event
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.
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.
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 | | |
| Gain from sale of divested operation | | | | | | — | | | | | | (135,410) | | | | | | 135,410 | | | | | | nm | | |
| 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 | | % | | | |
| Research | | | | | | $ | 5,125,650 | | | | | $ | 4,887,046 | | | | | $ | 238,604 | | | | | 5 | | % | | | |
| Conferences | | | | | | 583,224 | | | | | | 505,164 | | | | | | 78,060 | | | | | | 15 | | | | | |
| Consulting | | | | | | 558,537 | | | | | | 514,746 | | | | | | 43,791 | | | | | | 9 | | | | | |
Amortization of intangibles decreased by 2% during 2024 compared to 2023.
Gain from sale of divested operation during the prior year was attributable to the sale of our TalentNeuron business in February 2023.
We recognized a pre-tax gain of $135.4 million during the year ended December 31, 2023.
The 7% decrease in operating income was primarily due to the gain from sale of divested operation recognized during the prior year period, and increases in cost of services and product development and selling, general and administrative expenses, partially offset by increased revenue.
Gain on event cancellation insurance claims of $3.1 million during the year ended December 31, 2023 reflected proceeds related to 2020 conference cancellation insurance claims.
*Research*
| Revenues (1) | | | $ | 5,125,650 | | | | | $ | 4,887,046 | | | | | $ | 238,604 | | | | | 5 | | % |
| 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 | | % |
The fastest growth was in the manufacturing, healthcare and public sectors.
| Revenues (1) | | | $ | 583,224 | | | | | $ | 505,164 | | | | | $ | 78,060 | | | | | 15 | | % |
We held 47 in-person conferences during the year ended December 31, 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.
capacity on the revolving credit facility under our 2024 Credit Agreement.
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.
An excerpt. Shown here: 40 of 133 rewritten, 40 of 81 added and 40 of 48 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. in the FY2025 filing and the FY2024 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
5 rewritten, 0 added, 1 removed, 19 unchanged
As of December 31, [removed: 2024,] [added: 2025,] the Company had [removed: $2.5] [added: $3.0] billion in total debt principal outstanding.
[removed: Approximately $274.0 million] [added: None] of the Company’s total debt outstanding as of December 31, [removed: 2024] [added: 2025] was based on a floating base rate of [removed: interest, which potentially exposes the Company to increases in interest rates.][added: interest.]
At December 31, [removed: 2024,] [added: 2025,] we had [removed: $1.9] [added: $1.7] 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: 2024] [added: 2025] could have increased or decreased by approximately [removed: $78.6] [added: $116.3] million.
Our outstanding foreign currency forward exchange contracts as of December 31, [removed: 2024] [added: 2025] had an immaterial net unrealized [removed: loss.][added: gain.]
However, we reduce our overall exposure to interest rate increases through our interest rate swap contract, which effectively converts the floating base interest rates on all of our variable rate borrowings to fixed rates.
Item 1. BUSINESS.
54 rewritten, 11 added, 12 removed, 75 unchanged
Gartner, Inc. (NYSE: IT) delivers actionable, objective [removed: insight] [added: business and technology insights] that [removed: drives] [added: drive] smarter decisions and stronger performance on an organization’s mission-critical priorities.
We are a trusted advisor and an objective resource for [removed: close to 14,000] [added: over 13,000] enterprises in approximately 90 countries and territories— across [removed: all major functions, in] every [added: major function, geography,] industry and [removed: enterprise size.][added: sector.]
Gartner delivers its products and services globally through three [removed: business] [added: reportable] segments – [removed: Research,] [added: Business and Technology Insights,] Conferences and Consulting, as described below.
[removed: Research] [added: Insights] equips executives and their teams from every [removed: function] [added: major function, geography, industry] and [removed: across all industries] [added: sector] with actionable, objective [removed: insight,] [added: insights,] guidance and tools.
Our [removed: experienced] experts deliver [removed: all this value] [added: proprietary insights that are] informed by [removed: a combination of] [added: thoroughly vetted] practitioner-sourced and data-driven research to help our clients address their [removed: mission critical] [added: mission-critical] priorities.
From our Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-driven sessions, our offerings enable attendees to experience the best of Gartner [removed: insight] [added: insights] and guidance.
Through custom analysis and on-the-ground support we enable optimized technology investments and stronger performance on our clients’ [removed: mission critical] [added: mission-critical] priorities.
All references to [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] herein refer to the fiscal year unless otherwise indicated.
Executives and their teams turn to Gartner for actionable, objective [removed: insight] [added: insights] that [removed: drives] [added: drive] smarter decisions and stronger performance on their mission-critical priorities.
Gartner helps eliminate this information chaos and provides clarity with actionable, objective [removed: insight.][added: insights.]
The foundation of our business model is our ability to create and distribute our proprietary [removed: research] content as broadly as possible via published reports, interactive tools, facilitated peer networking, briefings and direct communications with executives and their teams; our conferences, including the Gartner Symposium/Xpo series; and consulting and advisory services.
Our diversified business model provides multiple entry points and sources of value for our clients that lead to increased client spending on our [removed: research and advisory services,] [added: insights,] conferences and consulting services.
A critical part of our long-term strategy is to increase business volume and penetration with our most valuable clients, identifying relationships with the greatest sales potential and expanding those relationships by offering strategically relevant [removed: research and insight.][added: insights.]
These initiatives have created additional revenue streams through more effective packaging, campaigning and [removed: cross-][added: cross-selling of our products and services.]
- [removed: RESEARCH.] [added: INSIGHTS.] Gartner delivers independent, objective [removed: insight] [added: insights] to leaders across an enterprise through subscription services that include on-demand access to published [removed: research] content, data and benchmarks, and direct access to a network of more than [removed: 2,500 research] [added: 2,400 business and technology] experts located around the globe.
Gartner [removed: research is] [added: insights are] the fundamental building block for all Gartner products and services.
Within the [removed: Research] [added: Insights] segment, Global Technology Sales (“GTS”) sells products and services to users and providers of technology, while Global Business Sales (“GBS”) sells products and services to all other functional leaders, such as human resources, supply chain, finance, and marketing.
Our [removed: research] [added: insights] agenda is defined by clients’ needs, focusing on the critical issues, opportunities and challenges they face every day.
We are in steady contact with [removed: close to 14,000] [added: over 13,000] distinct client enterprises worldwide.
We publish tens of thousands of pages of original [removed: research] [added: content] annually, and our [removed: research] experts had more than [removed: 505,000] [added: 510,000] direct client interactions in [removed: 2024.][added: 2025.]
Our size and scale enable us to commit vast resources toward broader and deeper research coverage and to deliver [removed: insight] [added: insights] to our clients based on what they need and where they are.
The ongoing interaction of our [removed: research] [added: business and technology] experts with our clients enables us to identify the most pertinent topics to them and develop relevant product and service enhancements to meet the evolving needs of users of our [removed: research.][added: insights.]
Our proprietary [removed: research] content, presented in the form of reports, briefings, updates and related tools, is delivered directly to the client’s computer or mobile device via our website and/or product-specific portals.
Clients normally sign subscription contracts that provide access to our [removed: research] content and advisory services for individual users over a defined period.
We typically have a minimum contract period of twelve months for our [removed: research and advisory] [added: insights] subscription contracts and, at December 31, [removed: 2024, nearly 75%] [added: 2025, 77%] of our contracts were multi-year.
Attendees experience sessions led by Gartner [removed: research] [added: business and technology] experts, and the sessions include cutting-edge technology solutions, peer exchange workshops, one-on-one analyst and advisor meetings, consulting diagnostic workshops, keynotes and more.
During [removed: 2024,] [added: 2025,] Gartner successfully held [removed: 51] [added: 53] in-person conferences with more than [removed: 86,000] [added: 83,000] attendees, including [removed: nine] [added: 12] Symposiums/Xpos.
In addition, during [removed: 2024] [added: 2025] we hosted [removed: 200+] [added: 100+] peer networking meetings and [removed: 400+] [added: 380+] exclusive local C-level meetings with more than 200 in-person.
Gartner Consulting combines the power of Gartner’s market-leading [removed: research] [added: insights] with custom analysis and on-the-ground support to help clients to turn [removed: insight] [added: insights] and advice into action and impact.
Consulting solutions capitalize on Gartner assets that are invaluable to IT decision-making, including: (1) our extensive [removed: research,] [added: insights,] which [removed: ensures] [added: ensure] that our consulting analyses and advice are based on a deep understanding of the IT environment and the business of IT; (2) our market independence, which keeps our consultants focused on our clients’ success; and (3) our market-leading benchmarking capabilities, which provide relevant comparisons and best practices to assess and improve performance.
- Superior [removed: research] content - We believe that we create the broadest, highest-quality and most relevant [removed: research] [added: insights] coverage across all major functional roles in an enterprise.
[added: Our independent operating model and research analysis generates] unbiased [removed: insight] [added: insights] that we believe [removed: is] [added: are] timely, [removed: thought-provoking] [added: thought-provoking, comprehensive] and [removed: comprehensive,] [added: actionable,] and that is known for its high quality, independence and objectivity.
- Our leading brand name - We have provided critical, trusted [removed: insight] [added: insights] under the Gartner name for more than 40 years.
- [removed: Insight] [added: Insights] that [removed: creates] [added: create] connections - Our global community of experts, analysts and peers help provide the deep relationships that help clients stay ahead of the curve.
- Experienced management team - Our management team is comprised of [removed: research] [added: insights] veterans and experienced industry executives with long tenure at Gartner.
- Substantial operating leverage in our business model - We can distribute our intellectual property and expertise across multiple platforms, including [removed: research and advisory] [added: insights] subscription and membership programs, conferences and consulting engagements, to derive incremental revenue and profitability.
- Vast network of [removed: research] [added: business and technology] experts and consultants - As of December 31, [removed: 2024,] [added: 2025,] we had more than [removed: 2,500 research] [added: 2,400 business and technology] experts and [removed: 960] [added: 920] experienced consultants located around the world.
Our [removed: research] experts are located in more than 30 countries and territories, enabling us to cover vast aspects of business and technology on a global basis.
While we believe the breadth and depth of our [removed: research] [added: proprietary insights] positions us well versus our competition, increased competition could result in loss of market share, diminished value in our products and services, reduced pricing, and increased sales and marketing expenditures.
We believe our people are our most valuable asset, enabling our sustained track record of [removed: growth.][added: success.]
In the second quarter of 2025, we renamed our segment previously referred to as Research to Business and Technology Insights (or “Insights”) to reflect the nature of the value we provide to clients.
In the third quarter of 2025, we changed the structure of our internal organization and concluded that Gartner Digital Markets (“Digital Markets”) was an operating segment but does not meet the criteria of a reportable segment.
Accordingly, Digital Markets results are now included in “Other” where segment information is provided.
Digital Markets was previously included in our Insights segment.
Prior periods have been recast to conform to current period presentation.
On February 5, 2026, we completed the sale of Digital Markets for approximately $110.0 million, prior to customary purchase price adjustments.
We are
Another avenue to enhance associate engagement is through hearing from them directly through surveys.
Our associates support communities through giving and volunteering.
Additionally, in 2025, over 1,000 associates were engaged in the Gartner Green Team, a voluntary, associate-driven group that is open to all associates.
We announce material information to the public about us, our products and services and other matters through a variety of means, including filings with the SEC, press releases, public conference calls, webcasts, and the investor relations section of our website in order to achieve broad, non-exclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation FD.
selling of our products and services.
Our independent operating model and research analysis generates
Culture of Inclusion
Currently, 36% of our Board of Directors is female, and 27% of our Board of Directors identifies as racially or ethnically diverse.
As of December 31, 2024, 21% of our executive management team is female, approximately 48% of our employees worldwide are female and 25% of employees in the U.S. identified as racially or ethnically diverse.
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.
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.
Our associates have a long history of individual and team volunteering.
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.
An excerpt. Shown here: 40 of 54 rewritten, all 11 added and all 12 removed. The counts are complete. For every sentence, read Item 1. BUSINESS. in the FY2025 filing and the FY2024 filing.
Cover and table of contents
40 rewritten, 2 added, 2 removed, 62 unchanged
| | | | For the fiscal year ended December 31, [removed: 2024] [added: 2025] | | |
As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $33.6] [added: $30.3] billion, based on the closing price as reported on the New York Stock Exchange.
As of February [removed: 7, 2025,] [added: 5, 2026,] there were [removed: 76,818,191] [added: 70,450,294] shares of the registrant’s common stock outstanding.
The definitive Proxy Statement for the Annual Meeting of Stockholders (the [removed: “2025] [added: “2026] Proxy Statement”) is incorporated by reference into Part III to the extent described therein.
[removed: 2024] [added: 2025] ANNUAL REPORT ON FORM 10-K
| [ITEM [removed: 1.](#if19f4da813ce46e084c3081f501c603b_13)] [added: 1.](#ia387f17d28904f488279e5cf3678bca2_13)] | | | [removed: [BUSINESS](#if19f4da813ce46e084c3081f501c603b_13)] [added: [BUSINESS](#ia387f17d28904f488279e5cf3678bca2_13)] | | | [removed: [3](#if19f4da813ce46e084c3081f501c603b_13)] [added: [3](#ia387f17d28904f488279e5cf3678bca2_13)] | | |
| [ITEM [removed: 1A.](#if19f4da813ce46e084c3081f501c603b_16)] [added: 1A.](#ia387f17d28904f488279e5cf3678bca2_16)] | | | [RISK [removed: FACTORS](#if19f4da813ce46e084c3081f501c603b_16)] [added: FACTORS](#ia387f17d28904f488279e5cf3678bca2_16)] | | | [removed: [7](#if19f4da813ce46e084c3081f501c603b_16)] [added: [7](#ia387f17d28904f488279e5cf3678bca2_16)] | | |
| [ITEM [removed: 1B.](#if19f4da813ce46e084c3081f501c603b_19)] [added: 1B.](#ia387f17d28904f488279e5cf3678bca2_19)] | | | [UNRESOLVED STAFF [removed: COMMENTS](#if19f4da813ce46e084c3081f501c603b_19)] [added: COMMENTS](#ia387f17d28904f488279e5cf3678bca2_19)] | | | [removed: [16](#if19f4da813ce46e084c3081f501c603b_19)] [added: [16](#ia387f17d28904f488279e5cf3678bca2_19)] | | |
| [ITEM [removed: 1C.](#if19f4da813ce46e084c3081f501c603b_22)] [added: 1C.](#ia387f17d28904f488279e5cf3678bca2_22)] | | | [removed: [CYBERSECURITY](#if19f4da813ce46e084c3081f501c603b_22)] [added: [CYBERSECURITY](#ia387f17d28904f488279e5cf3678bca2_22)] | | | [removed: [16](#if19f4da813ce46e084c3081f501c603b_22)] [added: [16](#ia387f17d28904f488279e5cf3678bca2_22)] | | |
| [ITEM [removed: 2.](#if19f4da813ce46e084c3081f501c603b_25)] [added: 2.](#ia387f17d28904f488279e5cf3678bca2_25)] | | | [removed: [PROPERTIES](#if19f4da813ce46e084c3081f501c603b_25)] [added: [PROPERTIES](#ia387f17d28904f488279e5cf3678bca2_25)] | | | [removed: [17](#if19f4da813ce46e084c3081f501c603b_25)] [added: [17](#ia387f17d28904f488279e5cf3678bca2_25)] | | |
| [ITEM [removed: 3.](#if19f4da813ce46e084c3081f501c603b_28)] [added: 3.](#ia387f17d28904f488279e5cf3678bca2_28)] | | | [LEGAL [removed: PROCEEDINGS](#if19f4da813ce46e084c3081f501c603b_28)] [added: PROCEEDINGS](#ia387f17d28904f488279e5cf3678bca2_28)] | | | [removed: [17](#if19f4da813ce46e084c3081f501c603b_28)] [added: [17](#ia387f17d28904f488279e5cf3678bca2_28)] | | |
| [ITEM [removed: 4.](#if19f4da813ce46e084c3081f501c603b_31)] [added: 4.](#ia387f17d28904f488279e5cf3678bca2_31)] | | | [MINE SAFETY DISCLOSURES (not [removed: applicable)](#if19f4da813ce46e084c3081f501c603b_31)] [added: applicable)](#ia387f17d28904f488279e5cf3678bca2_31)] | | | [removed: [17](#if19f4da813ce46e084c3081f501c603b_31)] [added: [18](#ia387f17d28904f488279e5cf3678bca2_31)] | | |
| [ITEM [removed: 5.](#if19f4da813ce46e084c3081f501c603b_37)] [added: 5.](#ia387f17d28904f488279e5cf3678bca2_37)] | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#if19f4da813ce46e084c3081f501c603b_37)] [added: SECURITIES](#ia387f17d28904f488279e5cf3678bca2_37)] | | | [removed: [18](#if19f4da813ce46e084c3081f501c603b_37)] [added: [19](#ia387f17d28904f488279e5cf3678bca2_37)] | | |
| [removed: [ITEM 6.](#if19f4da813ce46e084c3081f501c603b_43)] [added: ITEM 6.] | | | [removed: [\[RESERVED\]](#if19f4da813ce46e084c3081f501c603b_40)] [added: [\[RESERVED\]](#ia387f17d28904f488279e5cf3678bca2_40)] | | | [removed: [18](#if19f4da813ce46e084c3081f501c603b_40)] [added: [19](#ia387f17d28904f488279e5cf3678bca2_40)] | | |
| [ITEM [removed: 7.](#if19f4da813ce46e084c3081f501c603b_46)] [added: 7.](#ia387f17d28904f488279e5cf3678bca2_46)] | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#if19f4da813ce46e084c3081f501c603b_46)] [added: OPERATIONS](#ia387f17d28904f488279e5cf3678bca2_46)] | | | [removed: [18](#if19f4da813ce46e084c3081f501c603b_46)] [added: [19](#ia387f17d28904f488279e5cf3678bca2_46)] | | |
| [ITEM [removed: 7A.](#if19f4da813ce46e084c3081f501c603b_82)] [added: 7A.](#ia387f17d28904f488279e5cf3678bca2_82)] | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#if19f4da813ce46e084c3081f501c603b_82)] [added: RISK](#ia387f17d28904f488279e5cf3678bca2_82)] | | | [removed: [30](#if19f4da813ce46e084c3081f501c603b_82)] [added: [32](#ia387f17d28904f488279e5cf3678bca2_82)] | | |
| [ITEM [removed: 8.](#if19f4da813ce46e084c3081f501c603b_85)] [added: 8.](#ia387f17d28904f488279e5cf3678bca2_85)] | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#if19f4da813ce46e084c3081f501c603b_85)] [added: DATA](#ia387f17d28904f488279e5cf3678bca2_85)] | | | [removed: [30](#if19f4da813ce46e084c3081f501c603b_85)] [added: [32](#ia387f17d28904f488279e5cf3678bca2_85)] | | |
| [ITEM [removed: 9.](#if19f4da813ce46e084c3081f501c603b_88)] [added: 9.](#ia387f17d28904f488279e5cf3678bca2_88)] | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#if19f4da813ce46e084c3081f501c603b_88)] [added: DISCLOSURE](#ia387f17d28904f488279e5cf3678bca2_88)] | | | [removed: [30](#if19f4da813ce46e084c3081f501c603b_88)] [added: [32](#ia387f17d28904f488279e5cf3678bca2_88)] | | |
| [ITEM [removed: 9A.](#if19f4da813ce46e084c3081f501c603b_91)] [added: 9A.](#ia387f17d28904f488279e5cf3678bca2_91)] | | | [CONTROLS AND [removed: PROCEDURES](#if19f4da813ce46e084c3081f501c603b_91)] [added: PROCEDURES](#ia387f17d28904f488279e5cf3678bca2_91)] | | | [removed: [31](#if19f4da813ce46e084c3081f501c603b_91)] [added: [32](#ia387f17d28904f488279e5cf3678bca2_91)] | | |
| [ITEM [removed: 9B.](#if19f4da813ce46e084c3081f501c603b_94)] [added: 9B.](#ia387f17d28904f488279e5cf3678bca2_94)] | | | [OTHER [removed: INFORMATION](#if19f4da813ce46e084c3081f501c603b_94)] [added: INFORMATION](#ia387f17d28904f488279e5cf3678bca2_94)] | | | [removed: [31](#if19f4da813ce46e084c3081f501c603b_94)] [added: [33](#ia387f17d28904f488279e5cf3678bca2_94)] | | |
| [ITEM [removed: 9C.](#if19f4da813ce46e084c3081f501c603b_94)] [added: 9C.](#ia387f17d28904f488279e5cf3678bca2_94)] | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#if19f4da813ce46e084c3081f501c603b_97)] [added: INSPECTIONS](#ia387f17d28904f488279e5cf3678bca2_97)] | | | [removed: [31](#if19f4da813ce46e084c3081f501c603b_97)] [added: [33](#ia387f17d28904f488279e5cf3678bca2_97)] | | |
| [PART [removed: III](#if19f4da813ce46e084c3081f501c603b_100)] [added: III](#ia387f17d28904f488279e5cf3678bca2_100)] | | | | | | | | |
| [ITEM [removed: 10.](#if19f4da813ce46e084c3081f501c603b_100)] [added: 10.](#ia387f17d28904f488279e5cf3678bca2_100)] | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#if19f4da813ce46e084c3081f501c603b_100)] [added: GOVERNANCE](#ia387f17d28904f488279e5cf3678bca2_100)] | | | [removed: [32](#if19f4da813ce46e084c3081f501c603b_100)] [added: [34](#ia387f17d28904f488279e5cf3678bca2_100)] | | |
| [ITEM [removed: 11.](#if19f4da813ce46e084c3081f501c603b_100)] [added: 11.](#ia387f17d28904f488279e5cf3678bca2_100)] | | | [EXECUTIVE [removed: COMPENSATION](#if19f4da813ce46e084c3081f501c603b_100)] [added: COMPENSATION](#ia387f17d28904f488279e5cf3678bca2_100)] | | | [removed: [32](#if19f4da813ce46e084c3081f501c603b_100)] [added: [34](#ia387f17d28904f488279e5cf3678bca2_100)] | | |
| [ITEM [removed: 12.](#if19f4da813ce46e084c3081f501c603b_100)] [added: 12.](#ia387f17d28904f488279e5cf3678bca2_100)] | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#if19f4da813ce46e084c3081f501c603b_100)] [added: MATTERS](#ia387f17d28904f488279e5cf3678bca2_100)] | | | [removed: [32](#if19f4da813ce46e084c3081f501c603b_100)] [added: [34](#ia387f17d28904f488279e5cf3678bca2_100)] | | |
| [ITEM [removed: 13.](#if19f4da813ce46e084c3081f501c603b_100)] [added: 13.](#ia387f17d28904f488279e5cf3678bca2_100)] | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR [removed: INDEPENDENCE](#if19f4da813ce46e084c3081f501c603b_100)] [added: INDEPENDENCE](#ia387f17d28904f488279e5cf3678bca2_100)] | | | [removed: [32](#if19f4da813ce46e084c3081f501c603b_100)] [added: [34](#ia387f17d28904f488279e5cf3678bca2_100)] | | |
| [ITEM [removed: 14.](#if19f4da813ce46e084c3081f501c603b_100)] [added: 14.](#ia387f17d28904f488279e5cf3678bca2_100)] | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#if19f4da813ce46e084c3081f501c603b_100)] [added: SERVICES](#ia387f17d28904f488279e5cf3678bca2_100)] | | | [removed: [32](#if19f4da813ce46e084c3081f501c603b_100)] [added: [34](#ia387f17d28904f488279e5cf3678bca2_100)] | | |
| [PART [removed: IV](#if19f4da813ce46e084c3081f501c603b_103)] [added: IV](#ia387f17d28904f488279e5cf3678bca2_103)] | | | | | | | | |
| [ITEM [removed: 15.](#if19f4da813ce46e084c3081f501c603b_106)] [added: 15.](#ia387f17d28904f488279e5cf3678bca2_106)] | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#if19f4da813ce46e084c3081f501c603b_106)] [added: SCHEDULES](#ia387f17d28904f488279e5cf3678bca2_106)] | | | [removed: [33](#if19f4da813ce46e084c3081f501c603b_106)] [added: [35](#ia387f17d28904f488279e5cf3678bca2_106)] | | |
| [INDEX TO CONSOLIDATED FINANCIAL [removed: STATEMENTS](#if19f4da813ce46e084c3081f501c603b_109)] [added: STATEMENTS](#ia387f17d28904f488279e5cf3678bca2_109)] | | | | | | [removed: [35](#if19f4da813ce46e084c3081f501c603b_109)] [added: [38](#ia387f17d28904f488279e5cf3678bca2_109)] | | |
| [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM](#if19f4da813ce46e084c3081f501c603b_112)] [added: FIRM](#ia387f17d28904f488279e5cf3678bca2_112)] | | | | | | [removed: [36](#if19f4da813ce46e084c3081f501c603b_112)] [added: [39](#ia387f17d28904f488279e5cf3678bca2_112)] | | |
| [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM](#if19f4da813ce46e084c3081f501c603b_115)] [added: FIRM](#ia387f17d28904f488279e5cf3678bca2_115)] | | | | | | [removed: [38](#if19f4da813ce46e084c3081f501c603b_115)] [added: [41](#ia387f17d28904f488279e5cf3678bca2_115)] | | |
| [CONSOLIDATED BALANCE [removed: SHEETS](#if19f4da813ce46e084c3081f501c603b_118)] [added: SHEETS](#ia387f17d28904f488279e5cf3678bca2_118)] | | | | | | [removed: [39](#if19f4da813ce46e084c3081f501c603b_118)] [added: [42](#ia387f17d28904f488279e5cf3678bca2_118)] | | |
| [CONSOLIDATED STATEMENTS OF [removed: OPERATIONS](#if19f4da813ce46e084c3081f501c603b_121)] [added: OPERATIONS](#ia387f17d28904f488279e5cf3678bca2_121)] | | | | | | [removed: [40](#if19f4da813ce46e084c3081f501c603b_121)] [added: [43](#ia387f17d28904f488279e5cf3678bca2_121)] | | |
| [CONSOLIDATED STATEMENTS OF COMPREHENSIVE [removed: INCOME](#if19f4da813ce46e084c3081f501c603b_124)] [added: INCOME](#ia387f17d28904f488279e5cf3678bca2_124)] | | | | | | [removed: [41](#if19f4da813ce46e084c3081f501c603b_124)] [added: [44](#ia387f17d28904f488279e5cf3678bca2_124)] | | |
| [CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ [removed: EQUITY](#if19f4da813ce46e084c3081f501c603b_127)] [added: EQUITY](#ia387f17d28904f488279e5cf3678bca2_127)] | | | | | | [removed: [42](#if19f4da813ce46e084c3081f501c603b_127)] [added: [45](#ia387f17d28904f488279e5cf3678bca2_127)] | | |
| [CONSOLIDATED STATEMENTS OF CASH [removed: FLOWS](#if19f4da813ce46e084c3081f501c603b_130)] [added: FLOWS](#ia387f17d28904f488279e5cf3678bca2_130)] | | | | | | [removed: [43](#if19f4da813ce46e084c3081f501c603b_130)] [added: [46](#ia387f17d28904f488279e5cf3678bca2_130)] | | |
| [NOTES TO CONSOLIDATED FINANCIAL [removed: STATEMENTS](#if19f4da813ce46e084c3081f501c603b_133)] [added: STATEMENTS](#ia387f17d28904f488279e5cf3678bca2_133)] | | | | | | [removed: [44](#if19f4da813ce46e084c3081f501c603b_133)] [added: [47](#ia387f17d28904f488279e5cf3678bca2_133)] | | |
| [ITEM [removed: 16.](#if19f4da813ce46e084c3081f501c603b_202)] [added: 16.](#ia387f17d28904f488279e5cf3678bca2_202)] | | | [FORM 10-K [removed: SUMMARY](#if19f4da813ce46e084c3081f501c603b_202)] [added: SUMMARY](#ia387f17d28904f488279e5cf3678bca2_202)] | | | [removed: [76](#if19f4da813ce46e084c3081f501c603b_202)] [added: [81](#ia387f17d28904f488279e5cf3678bca2_202)] | | |
| [removed: [SIGNATURES](#if19f4da813ce46e084c3081f501c603b_205)] [added: [SIGNATURES](#ia387f17d28904f488279e5cf3678bca2_205)] | | | | | | [removed: [77](#if19f4da813ce46e084c3081f501c603b_205)] [added: [82](#ia387f17d28904f488279e5cf3678bca2_205)] | | |
| [PART I](#ia387f17d28904f488279e5cf3678bca2_10) | | | | | | | | |
| [PART II](#ia387f17d28904f488279e5cf3678bca2_34) | | | | | | | | |
| [PART I](#if19f4da813ce46e084c3081f501c603b_10) | | | | | | | | |
| [PART II](#if19f4da813ce46e084c3081f501c603b_34) | | | | | | | | |
Item 1C. CYBERSECURITY.
12 rewritten, 2 added, 1 removed, 18 unchanged
We have implemented a layered cybersecurity program to assess, identify, and manage risks from cybersecurity threats [removed: that may result in material adverse effects on the confidentiality, integrity, and availability of] [added: to] our information systems, networks, and data systems.
Our cybersecurity program is generally aligned with the National Institute of Standards and Technology [removed: (NIST)] [added: (“NIST”)] Cybersecurity Framework.
The Audit Committee has the primary responsibility of assisting our Board of Directors in overseeing [removed: risk] [added: risks] related to cybersecurity matters.
The Board [removed: and/or] [added: and] the Audit Committee receive quarterly cybersecurity-related reports from our Chief Information Officer [removed: (CIO), which may] [added: (“CIO”), that] address [removed: a wide range of] [added: several] topics, [removed: such as:] [added: including] cybersecurity strategy, the threat environment, the status of ongoing information security program initiatives, and information security program metrics.
Our Chief Information Security Officer [removed: (CISO),] [added: (“CISO”),] who reports directly to the CIO, has extensive cybersecurity knowledge and skills gained from over [removed: 15] [added: 25] years of work experience serving in [added: executive] security roles [removed: for the Company] and [added: in] a variety of [removed: financial] [added: industries such as telecommunications, enterprise] service [removed: firms.][added: companies, and healthcare.]
Our CISO is responsible for understanding, managing, and communicating cybersecurity risk internally to our management, and works closely with [added: our] Legal [added: & Compliance team] to oversee compliance with legal, regulatory, and contractual security requirements.
[removed: Our CISO also receives reports on cybersecurity threats on an ongoing basis and] regularly reviews risk management measures implemented by the Company to identify and mitigate cybersecurity risks.
Our cybersecurity program uses a layered strategy, relying on technology and human processes to safeguard our client’s [removed: data at all layers.][added: data.]
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), [added: privileged access management (PAM),] endpoint security, mobile security, application security, encryption, [added: network security, cloud security, web security, and event monitoring and logging.]
Aspects of our program undergo several [added: annual] independent third-party audits and [removed: reviews on a regular basis.][added: reviews, and are part of continuous bug bounty and responsible disclosure programs.]
[removed: In general, our] [added: Our] incident response process [added: generally] follows the NIST 800-61 framework and focuses on four phases: preparation; detection and analysis; containment, eradication and recovery; and post-incident remediation.
Additional information on cybersecurity risks we face can be found in Part I, Item 1A “Risk Factors” of this Report under the heading [removed: “Strategic] [added: “Strategic] and Operational Risks – *We are exposed to risks related to cybersecurity,*” which should be read in conjunction with the foregoing information.
Our CISO also receives reports on cybersecurity threats on an ongoing basis and
We regularly review and update our cybersecurity program to address emerging threats and maintain alignment with industry best practices.
network security, web security, and event monitoring and logging.
Item 2. PROPERTIES.
3 rewritten, 0 added, 0 removed, 6 unchanged
As of December 31, [removed: 2024,] [added: 2025,] we leased approximately 15 domestic and 70 international office properties for our ongoing business operations.
These offices, which exclude certain properties that we sublease to others, support our executive and administrative activities, [removed: research] [added: insights] and consulting, sales, systems support, operations, and other functions.
[removed: In early 2022, we began to] [added: We] operate under a hybrid working environment, meaning that most of our employees have the option to work remotely at least some of the time for the foreseeable future.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
4 rewritten, 5 added, 4 removed, 13 unchanged
As of February [removed: 7, 2025,] [added: 5, 2026,] there were [removed: 856] [added: 777] holders of record of our common stock.
The Board authorized incremental share repurchases of up to an aggregate additional [removed: $4.1] [added: $5.8] billion of the Company’s common stock from February 2021 to [removed: July 2024.][added: September 2025.]
The table below summarizes the repurchases of our common stock during the three months ended December 31, [removed: 2024] [added: 2025] pursuant to our share repurchase program and the settlement of stock-based compensation awards.
(1)The repurchased shares during the three months ended December 31, [removed: 2024] [added: 2025] included purchases for both the settlement of stock-based compensation awards and open market purchases.
The Board also authorized incremental share repurchases of up to an additional $500 million in January 2026.
| October 1, 2025 to October 31, 2025 | | | | | | 462,695 | | | | | | $ | 248.66 | | | | | 462,283 | | | | | | $ | 1,138,230 | |
| November 1, 2025 to November 30, 2025 | | | | | | 752,981 | | | | | | 230.16 | | | | | | 751,198 | | | | | | 965,343 | | |
| December 1, 2025 to December 31, 2025 | | | | | | 910,977 | | | | | | 241.53 | | | | | | 910,836 | | | | | | $ | 745,347 | |
| Total for the quarter (1) | | | | | | 2,126,653 | | | | | | $ | 239.06 | | | | | 2,124,317 | | | | | | | | |
| 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 | | | | | | | | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
1 rewritten, 0 added, 0 removed, 0 unchanged
Our financial statements for [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] together with the reports of KPMG LLP, our independent registered public accounting firm, are included herein in this Annual Report on Form 10-K.
Item 9A. CONTROLS AND PROCEDURES.
6 rewritten, 0 added, 0 removed, 10 unchanged
Management conducted an evaluation, as of December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] the Company’s disclosure controls and procedures were [removed: effective..][added: effective.]
Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]
Based on its assessment of internal control over financial reporting, management has concluded that, as of December 31, [removed: 2024,] [added: 2025,] Gartner’s internal control over financial reporting was effective.
The effectiveness of management’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] 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: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. OTHER INFORMATION.
1 rewritten, 0 added, 0 removed, 1 unchanged
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: 2024.][added: 2025.]
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
1 rewritten, 0 added, 0 removed, 2 unchanged
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: 2025] [added: 2026] Proxy Statement.
Item 11. EXECUTIVE COMPENSATION.
1 rewritten, 0 added, 0 removed, 0 unchanged
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: 2025] [added: 2026] Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
1 rewritten, 0 added, 0 removed, 0 unchanged
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: 2025] [added: 2026] Proxy Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
1 rewritten, 0 added, 0 removed, 0 unchanged
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: 2025] [added: 2026] Proxy Statement.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
574 rewritten, 273 added, 148 removed, 821 unchanged
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: 2025] [added: 2026] Proxy Statement.
| [removed: [3.1(1)](https://www.sec.gov/Archives/edgar/data/749251/000095012305008192/y10586exv3w1.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/749251/000095012305008192/y10586exv3w1.htm)] | | | | | | Restated Certificate of Incorporation of the [removed: Company.] [added: Company (Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 6, 2005).] | | |
| [removed: [4.1(3)](https://www.sec.gov/Archives/edgar/data/0000749251/000119312520176014/d920501dex41.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/0000749251/000119312520176014/d920501dex41.htm)] | | | | | | Indenture (including form of Notes), dated as of June 22, 2020, among Gartner, Inc., the guarantors named therein and U.S. Bank National Association, as a trustee, relating to the $800,000,000 aggregate principal amount of 4.500% Senior Notes due [removed: 2028.] [added: 2028 (Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 23, 2020).] | | |
| [removed: [4.2(4)](https://www.sec.gov/Archives/edgar/data/0000749251/000119312520256749/d75343dex41.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/0000749251/000119312520256749/d75343dex41.htm)] | | | | | | Indenture (including form of Notes), dated as of September 28, 2020, among Gartner, Inc., the guarantors named therein and U.S. Bank National Association, as a trustee, relating to the $800,000,000 aggregate principal amount of 3.750% Senior Notes due [removed: 2030.] [added: 2030 (Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 28, 2020).] | | |
| [removed: [4.3(5)](https://www.sec.gov/Archives/edgar/data/0000749251/000119312521195111/d192521dex41.htm)] [added: [4.3](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 [removed: 2029.] [added: 2029 (Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 21, 2021).] | | |
| [removed: [4.4(6)+](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/descriptionofcommonstock.htm)] [added: [4.7](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/descriptionofcommonstock.htm)] | | | | | | Description of Gartner, Inc.’s Common [removed: Stock.] [added: Stock (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 23, 2022).] | | |
| [removed: [10.1(13)](https://www.sec.gov/Archives/edgar/data/749251/000119312524083467/d771496dex101.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/749251/000119312524083467/d771496dex101.htm)] | | | | | | Credit Amendment, dated as of March 26, 2024, among Gartner, Inc., the lender party thereto and JPMorgan Chase Bank, N.A., as administrative [removed: agent.] [added: agent (Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 1, 2024).] | | |
| [removed: [10.2(12)](https://www.sec.gov/Archives/edgar/data/749251/000074925123000039/it-06012023xex103executive.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/749251/000074925123000039/it-06012023xex103executive.htm)] | | | | | | Executive Performance Bonus Plan, effective January 1, [removed: 2024.] [added: 2024 (Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 1, 2023).] | | |
| [removed: [10.3(14)+](https://www.sec.gov/Archives/edgar/data/749251/000074925124000024/esppplan2024amendment.htm)] [added: [10.3+](https://www.sec.gov/Archives/edgar/data/749251/000074925124000024/esppplan2024amendment.htm)] | | | | | | 2011 Employee Stock Purchase Plan, as amended and restated, as of May 1, [removed: 2024.] [added: 2024 (Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on April 30, 2024).] | | |
| [removed: [10.4(10)+](https://www.sec.gov/ix?doc=/Archives/edgar/data/749251/000074925123000011/it-20230417.htm#i95579e80af2442b69f1e8c2270cee6c8_1352)] [added: [10.4+](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 [removed: Restatement.] [added: Restatement (Incorporated by reference from the Company’s Proxy Statement (Schedule 14A) filed on April 17, 2023).] | | |
| [removed: [10.5(7)+](https://www.sec.gov/Archives/edgar/data/749251/000074925119000005/amendedemploymentagreement.htm)] [added: [10.5+](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, [removed: 2019.] [added: 2019 (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 22, 2019).] | | |
| [removed: [10.6(2)+](https://www.sec.gov/Archives/edgar/data/0000749251/000074925121000020/employmentagreementamendme.htm)] [added: [10.6+](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, [removed: 2021.] [added: 2021 (Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 5, 2021).] | | |
| [removed: [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)] [added: [10.7+](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, [removed: 2024.] [added: 2024 (Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 1, 2024).] | | |
| [removed: [10.8(8)+](https://www.sec.gov/Archives/edgar/data/749251/000095012309003157/y74719exv10w15.htm)] [added: [10.8+](https://www.sec.gov/Archives/edgar/data/749251/000095012309003157/y74719exv10w15.htm)] | | | | | | Company Deferred Compensation Plan, effective January 1, [removed: 2009.] [added: 2009 (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 20, 2009).] | | |
| [removed: [10.9(6)+](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/formofsaragreement2022.htm)] [added: [10.16*+](https://www.sec.gov/Archives/edgar/data/749251/000074925126000112/formofsaragreement2026.htm)] | | | | | | Form of [removed: 2022] [added: 2026] Stock Appreciation Right Agreement for executive officers. | | |
| [removed: [10.10(6)+](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/formofpsuagreement2022.htm)] [added: [10.17*+](https://www.sec.gov/Archives/edgar/data/749251/000074925126000112/formofpsuagreement2026.htm)] | | | | | | Form of [removed: 2022] [added: 2026] Performance Stock Unit Agreement for executive officers. | | |
| [removed: [10.11(11)+](https://www.sec.gov/Archives/edgar/data/749251/000074925123000006/formofsaragreement2023.htm)] [added: [10.9+](https://www.sec.gov/Archives/edgar/data/749251/000074925123000006/formofsaragreement2023.htm)] | | | | | | Form of 2023 Stock Appreciation Right Agreement for executive [removed: officers.] [added: officers (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 16, 2023).] | | |
| [removed: [10.12(11)+](https://www.sec.gov/Archives/edgar/data/749251/000074925123000006/formofpsuagreement2023.htm)] [added: [10.10+](https://www.sec.gov/Archives/edgar/data/749251/000074925123000006/formofpsuagreement2023.htm)] | | | | | | Form of 2023 Performance Stock Unit Agreement for executive [removed: officers.] [added: officers (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 16, 2023).] | | |
| [removed: [10.13(15)+](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/formofsaragreement2024.htm)] [added: [10.11+](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/formofsaragreement2024.htm)] | | | | | | Form of 2024 Stock Appreciation Right Agreement for executive [removed: officers.] [added: officers (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 15, 2024.).] | | |
| [removed: [10.14(15)+](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/formofpsuagreement2024.htm)] [added: [10.12+](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/formofpsuagreement2024.htm)] | | | | | | Form of 2024 Performance Stock Unit Agreement for executive [removed: officers.] [added: officers (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 15, 2024.).] | | |
| [removed: [10.15(15)+](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/formofrsuagreement2024.htm)] [added: [10.13+](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/formofrsuagreement2024.htm)] | | | | | | Form of Restricted Stock Unit Agreement for executive [removed: officers.] [added: officers (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 15, 2024.).] | | |
| [removed: [10.16+*](https://www.sec.gov/Archives/edgar/data/749251/000074925125000008/formofsaragreement2025.htm)] [added: [10.14+](https://www.sec.gov/Archives/edgar/data/749251/000074925125000008/formofsaragreement2025.htm)] | | | | | | Form of 2025 Stock Appreciation Right Agreement for executive [removed: officers.] [added: officers (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 13, 2025).] | | |
| [removed: [10.17+*](https://www.sec.gov/Archives/edgar/data/749251/000074925125000008/formofpsuagreement2025.htm)] [added: [10.15+](https://www.sec.gov/Archives/edgar/data/749251/000074925125000008/formofpsuagreement2025.htm)] | | | | | | Form of 2025 Performance Stock Unit Agreement for executive [removed: officers.] [added: officers ( (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 13, 2025).] | | |
| [removed: [10.18(9)+](https://www.sec.gov/Archives/edgar/data/749251/000074925118000013/a2016gartner_directorrsuag.htm)] [added: [10.18+](https://www.sec.gov/Archives/edgar/data/749251/000074925118000013/a2016gartner_directorrsuag.htm)] | | | | | | Form of Restricted Stock Unit Agreement for non-employee [removed: directors.] [added: directors (Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 1, 2018).] | | |
| [removed: [10.19(15)+](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/enhancedexecutiverewardssu.htm)] [added: [10.19+](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/enhancedexecutiverewardssu.htm)] | | | | | | Enhanced Executive Rewards [removed: Policy.] [added: Policy (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 15, 2024).] | | |
| [removed: [19.1*](https://www.sec.gov/Archives/edgar/data/749251/000074925125000008/it-12312024xex19.htm)] [added: [19.1](https://www.sec.gov/Archives/edgar/data/749251/000074925125000008/it-12312024xex19.htm)] | | | | | | Insider Trading [removed: Policy.] [added: Policy (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 13, 2025).] | | |
| [removed: [21.1*](https://www.sec.gov/Archives/edgar/data/749251/000074925125000008/it-12312024xex211.htm)] [added: [21.1*](https://www.sec.gov/Archives/edgar/data/749251/000074925126000112/a20251231-gartnerincsubsid.htm)] | | | | | | Subsidiaries of Registrant. | | |
| [removed: [23.1*](https://www.sec.gov/Archives/edgar/data/749251/000074925125000008/gartnerfy24consent-ex231_k.htm)] [added: [23.1*](https://www.sec.gov/Archives/edgar/data/749251/000074925126000112/gartner2025consentletter.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm. | | |
| [removed: [24.1*](#if19f4da813ce46e084c3081f501c603b_205)] [added: [24.1*](#ia387f17d28904f488279e5cf3678bca2_205)] | | | | | | Power of Attorney (see Signature Page). | | |
| [removed: [31.1*](https://www.sec.gov/Archives/edgar/data/749251/000074925125000008/it-12312024xex311.htm)] [added: [31.1*](https://www.sec.gov/Archives/edgar/data/749251/000074925126000112/it-12312025xex311.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/749251/000074925125000008/it-12312024xex312.htm)] [added: [31.2*](https://www.sec.gov/Archives/edgar/data/749251/000074925126000112/it-12312025xex312.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/749251/000074925125000008/it-12312024xex32.htm)] [added: [32*](https://www.sec.gov/Archives/edgar/data/749251/000074925126000112/it-12312025xex32.htm)] | | | | | | Certification under Section 906 of the Sarbanes-Oxley Act of 2002. | | |
| [removed: [97(15)+](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/gartnerincclawbackpolicy_2.htm)] [added: [97+](https://www.sec.gov/Archives/edgar/data/749251/000074925124000006/gartnerincclawbackpolicy_2.htm)] | | | | | | Gartner, Inc. Compensation Recoupment (Clawback) [removed: Policy.] [added: Policy (Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 15, 2024).] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#if19f4da813ce46e084c3081f501c603b_112)] [added: Firm](#ia387f17d28904f488279e5cf3678bca2_112)] (KPMG LLP, New York, NY, Auditor Firm ID: 185) | | | [removed: [36](#if19f4da813ce46e084c3081f501c603b_112)] [added: [39](#ia387f17d28904f488279e5cf3678bca2_112)] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#if19f4da813ce46e084c3081f501c603b_115)] [added: Firm](#ia387f17d28904f488279e5cf3678bca2_115)] | | | [removed: [38](#if19f4da813ce46e084c3081f501c603b_115)] [added: [41](#ia387f17d28904f488279e5cf3678bca2_115)] | | |
| [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#if19f4da813ce46e084c3081f501c603b_118)] [added: 2024](#ia387f17d28904f488279e5cf3678bca2_118)] | | | [removed: [39](#if19f4da813ce46e084c3081f501c603b_118)] [added: [42](#ia387f17d28904f488279e5cf3678bca2_118)] | | |
| [Consolidated Statements of Operations for the Three-Year Period Ended December 31, [removed: 2024](#if19f4da813ce46e084c3081f501c603b_121)] [added: 2025](#ia387f17d28904f488279e5cf3678bca2_121)] | | | [removed: [40](#if19f4da813ce46e084c3081f501c603b_121)] [added: [43](#ia387f17d28904f488279e5cf3678bca2_121)] | | |
| [Consolidated Statements of Comprehensive Income for the Three-Year Period Ended December 31, [removed: 2024](#if19f4da813ce46e084c3081f501c603b_124)] [added: 2025](#ia387f17d28904f488279e5cf3678bca2_124)] | | | [removed: [41](#if19f4da813ce46e084c3081f501c603b_124)] [added: [44](#ia387f17d28904f488279e5cf3678bca2_124)] | | |
| [Consolidated Statements of Stockholders’ Equity for the Three-Year Period Ended December 31, [removed: 2024](#if19f4da813ce46e084c3081f501c603b_127)] [added: 2025](#ia387f17d28904f488279e5cf3678bca2_127)] | | | [removed: [42](#if19f4da813ce46e084c3081f501c603b_127)] [added: [45](#ia387f17d28904f488279e5cf3678bca2_127)] | | |
| [Consolidated Statements of Cash Flows for the Three-Year Period Ended December 31, [removed: 2024](#if19f4da813ce46e084c3081f501c603b_130)] [added: 2025](#ia387f17d28904f488279e5cf3678bca2_130)] | | | [removed: [43](#if19f4da813ce46e084c3081f501c603b_130)] [added: [46](#ia387f17d28904f488279e5cf3678bca2_130)] | | |
| [3.2](https://www.sec.gov/Archives/edgar/data/749251/000074925125000082/ex32-byxlawsofgartnerinc_o.htm) | | | | | | Amended and restated By-laws of Gartner, Inc, effective October 30, 2025. (Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on November 4, 2025). | | |
| [4.4](https://www.sec.gov/Archives/edgar/data/749251/000119312525289854/d98932dex41.htm) | | | | | | Indenture, dated as of November 20, 2025, between Gartner, Inc., as issuer, and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 20, 2025). | | |
| [4.5](https://www.sec.gov/Archives/edgar/data/749251/000119312525289854/d98932dex42.htm) | | | | | | First Supplemental Indenture (including form of Notes), dated as of November 20, 2025, among Gartner, Inc., the guarantors named therein and U.S. Bank National Association, as a trustee, relating to the $350,000,000 aggregate principal amount of 4.950% Senior Notes due 2031 (Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 20, 2025) | | |
| [4](https://www.sec.gov/Archives/edgar/data/749251/000119312525289854/d98932dex43.htm)[.6](https://www.sec.gov/Archives/edgar/data/749251/000119312525289854/d98932dex43.htm) | | | | | | Second Supplemental Indenture (including form of Notes), dated as of November 20, 2025, among Gartner, Inc., the guarantors named therein and U.S. Bank National Association, as a trustee, relating to the $450,000,000 aggregate principal amount of 5.600% Senior Notes due 2035 (Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 20, 2025) | | |
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*Unrecognized tax benefits*
As of December 31, 2025, the Company has recorded gross unrecognized tax benefits of $301.6 million.
The Company uses estimates and assumptions in determining the amount of unrecognized tax benefits.
Complex auditor judgement was required in evaluating the Company’s interpretation of tax law and its estimate of the ultimate resolution of its tax positions.
- 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 12, 2026
February 12, 2026
| Assets held-for-sale | | | 106,361 | | | | | | — | | |
| Liabilities held-for-sale | | | 20,503 | | | | | | — | | |
| Insights | | | $ | 5,072,570 | | | | | $ | 4,829,051 | | | | | $ | 4,516,035 | |
| Other | | | 227,414 | | | | | | 296,599 | | | | | | 371,011 | | |
| Goodwill impairment | | | 150,000 | | | | | | — | | | | | | — | | |
| [3.2(16)](https://www.sec.gov/Archives/edgar/data/749251/000074925124000041/exhibit32-gartnerbylawsoct.htm) | | | | | | By-laws of Gartner, Inc. (as amended and restated through October 31, 2024). | | |
| (1) | | | Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 6, 2005. | | |
| (2) | | | Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 5, 2021. | | |
| (3) | | | Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 23, 2020. | | |
| (4) | | | Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 28, 2020. | | |
| (5) | | | Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 21, 2021. | | |
| (6) | | | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 23, 2022. | | |
| (7) | | | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 22, 2019. | | |
| (8) | | | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 20, 2009. | | |
| (9) | | | Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 1, 2018. | | |
| (10) | | | Incorporated by reference from the Company’s Proxy Statement (Schedule 14A) filed on April 17, 2023. | | |
| (11) | | | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 16, 2023. | | |
| (12) | | | Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 1, 2023. | | |
| (13) | | | Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 1, 2024. | | |
| (14) | | | Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on April 30, 2024. | | |
| (15) | | | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 15, 2024. | | |
| (16) | | | Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on November 5, 2024. | | |
| (17) | | | Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 1, 2024. | | |
*Assessment of tax benefits on intercompany transfer of intellectual property*
The deferred tax asset represents the value of future tax deductions for amortization of the assets in the acquiring jurisdiction.
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
| | | | | | | | | | | | |
| Research | | | $ | 5,125,650 | | | | | $ | 4,887,046 | | | | | $ | 4,604,791 | |
| Balance at December 31, 2021 | | | $ | 82 | | | | | $ | 2,074,896 | | | | | $ | (81,431) | | | | | $ | 3,049,027 | | | | | $ | (4,671,516) | | | | | $ | 371,058 | |
| Net income | | | — | | | | | | — | | | | | | — | | | | | | 807,799 | | | | | | — | | | | | | 807,799 | | |
| Other comprehensive loss | | | — | | | | | | — | | | | | | (20,179) | | | | | | — | | | | | | — | | | | | | (20,179) | | |
| Common share repurchases | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,043,742) | | | | | | (1,043,742) | | |
The Company generally records the amount of a subscription contract that is billable as a fee receivable at the time the contract is signed with a corresponding amount as deferred revenue because the contract represents a legally enforceable claim.
tax planning strategies.
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An excerpt. Shown here: 40 of 574 rewritten, 40 of 273 added and 40 of 148 removed. The counts are complete. For every sentence, read Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. in the FY2025 filing and the FY2024 filing.
Item 16. FORM 10-K SUMMARY.
13 rewritten, 6 added, 0 removed, 43 unchanged
| Date: | | | February [removed: 13, 2025] [added: 12, 2026] | | | By: | | | /s/ Eugene A. Hall | | |
| /s/ Eugene A. Hall | | | | | | Chairman and Chief Executive Officer | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |
| /s/ Craig W. Safian | | | | | | Executive Vice President and Chief Financial Officer | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |
| /s/ Peter E. Bisson | | | | | | Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |
| /s/ Richard J. Bressler | | | | | | Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |
| /s/ Raul E. Cesan | | | | | | Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |
| /s/ Karen E. Dykstra | | | | | | Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |
| /s/ José M. Gutiérrez | | | | | | Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |
| /s/ Diana S. Ferguson | | | | | | Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |
| /s/ Anne Sutherland Fuchs | | | | | | Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |
| /s/ William O. Grabe | | | | | | Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |
| /s/ Stephen G. Pagliuca | | | | | | Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |
| /s/ Eileen M. Serra | | | | | | Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |
| /s/ Edward P. Bousa | | | | | | Director | | | | | | February 12, 2026 | | |
| Edward P. Bousa | | | | | | | | | | | | | | |
| /s/ Daniela L. Rus | | | | | | Director | | | | | | February 12, 2026 | | |
| Daniela L. Rus | | | | | | | | | | | | | | |
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