filings.toolsGartner 10-Q 2025-09-30
Filed 2025-11-04. 8 sections, 185K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
| ☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. | ||||
| For the quarterly period ended September 30, 2025 | |||||
| OR | |||||
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
Commission File Number 1-14443
Gartner, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 04-3099750 | ||||||||||
| (State or other jurisdiction of | (I.R.S. Employer | ||||||||||
| incorporation or organization) | Identification Number) | ||||||||||
| P.O. Box 10212 | 06902-7700 | ||||||||||
| 56 Top Gallant Road | (Zip Code) | ||||||||||
| Stamford, | |||||||||||
| Connecticut | |||||||||||
| (Address of principal executive offices) |
Registrant’s telephone number, including area code: (203) 964-0096
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| Common Stock, $.0005 par value per share | IT | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | ||||||||||||||||||
| Smaller reporting company | ☐ | Emerging growth company | ☐ | ||||||||||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | |||||||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of October 31, 2025, 72,077,145 shares of the registrant’s common shares were outstanding.
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
GARTNER, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited; in thousands, except share data)
| September 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 1,430,730 | $ | 1,933,147 | |||||||
| Fees receivable, net of allowances of $5,000 and $8,500, respectively | 1,120,487 | 1,696,225 | |||||||||
| Deferred commissions | 301,875 | 413,914 | |||||||||
| Prepaid expenses and other current assets | 209,671 | 153,245 | |||||||||
| Total current assets | 3,062,763 | 4,196,531 | |||||||||
| Property, equipment and leasehold improvements, net | 248,946 | 242,968 | |||||||||
| Operating lease right-of-use assets | 227,696 | 257,419 | |||||||||
| Goodwill | 2,789,923 | 2,930,205 | |||||||||
| Intangible assets, net | 357,033 | 409,689 | |||||||||
| Other assets | 562,705 | 497,859 | |||||||||
| Total Assets | $ | 7,249,066 | $ | 8,534,671 | |||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | 957,946 | $ | 1,206,089 | |||||||
| Deferred revenues | 2,531,532 | 2,762,927 | |||||||||
| Current portion of long-term debt | 732 | — | |||||||||
| Total current liabilities | 3,490,210 | 3,969,016 | |||||||||
| Long-term debt, net of deferred financing fees | 2,462,308 | 2,459,915 | |||||||||
| Operating lease liabilities | 293,536 | 339,779 | |||||||||
| Other liabilities | 446,460 | 406,792 | |||||||||
| Total Liabilities | 6,692,514 | 7,175,502 | |||||||||
| Stockholders’ Equity | |||||||||||
| Preferred stock, $0.01 par value, 5,000,000 shares authorized; none issued or outstanding | — | — | |||||||||
| Common stock, $0.0005 par value, 250,000,000 shares authorized; 163,602,067 shares issued for both periods | 82 | 82 | |||||||||
| Additional paid-in capital | 2,640,460 | 2,497,130 | |||||||||
| Accumulated other comprehensive loss, net | (36,245) | (88,333) | |||||||||
| Accumulated earnings | 6,480,086 | 5,993,007 | |||||||||
| Treasury stock, at cost, 90,689,017 and 86,222,214 common shares, respectively | (8,527,831) | (7,042,717) | |||||||||
| Total Stockholders’ Equity | 556,552 | 1,359,169 | |||||||||
| Total Liabilities and Stockholders’ Equity | $ | 7,249,066 | $ | 8,534,671 |
See the accompanying notes to Condensed Consolidated Financial Statements.
GARTNER, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited; in thousands, except per share data)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Insights | $ | 1,270,724 | $ | 1,209,524 | $ | 3,789,798 | $ | 3,582,238 | |||||||||||||||
| Conferences | 74,554 | 75,776 | 358,558 | 331,929 | |||||||||||||||||||
| Consulting | 123,573 | 127,622 | 418,873 | 405,291 | |||||||||||||||||||
| Other | 55,221 | 71,384 | 177,427 | 232,834 | |||||||||||||||||||
| Total revenues | 1,524,072 | 1,484,306 | 4,744,656 | 4,552,292 | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of services and product development | 474,218 | 475,342 | 1,480,979 | 1,448,097 | |||||||||||||||||||
| Selling, general and administrative | 762,557 | 711,729 | 2,269,753 | 2,113,633 | |||||||||||||||||||
| Depreciation | 30,733 | 29,082 | 90,134 | 82,993 | |||||||||||||||||||
| Amortization of intangibles | 20,220 | 22,170 | 62,318 | 68,100 | |||||||||||||||||||
| Acquisition and integration charges | — | 159 | — | 977 | |||||||||||||||||||
| Goodwill impairment | 150,000 | — | 150,000 | — | |||||||||||||||||||
| Total costs and expenses | 1,437,728 | 1,238,482 | 4,053,184 | 3,713,800 | |||||||||||||||||||
| Operating income | 86,344 | 245,824 | 691,472 | 838,492 | |||||||||||||||||||
| Interest expense, net | (16,279) | (17,961) | (41,493) | (57,170) | |||||||||||||||||||
| Gain on event cancellation insurance claims | — | 300,000 | — | 300,000 | |||||||||||||||||||
| Other (expense) income, net | (583) | (991) | 4,304 | 4,404 | |||||||||||||||||||
| Income before income taxes | 69,482 | 526,872 | 654,283 | 1,085,726 | |||||||||||||||||||
| Provision for income taxes | 34,125 | 111,823 | 167,204 | 230,584 | |||||||||||||||||||
| Net income | $ | 35,357 | $ | 415,049 | $ | 487,079 | $ | 855,142 | |||||||||||||||
| Net income per share: | |||||||||||||||||||||||
| Basic | $ | 0.47 | $ | 5.36 | $ | 6.37 | $ | 10.98 | |||||||||||||||
| Diluted | $ | 0.47 | $ | 5.32 | $ | 6.35 | $ | 10.90 | |||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | 74,884 | 77,484 | 76,466 | 77,880 | |||||||||||||||||||
| Diluted | 74,987 | 77,968 | 76,758 | 78,444 |
See the accompanying notes to Condensed Consolidated Financial Statements.
GARTNER, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(Unaudited; in thousands)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 |
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The purpose of this Management’s Discussion and Analysis (“MD&A”) is to facilitate an understanding of significant factors influencing the quarterly operating results, financial condition and cash flows of Gartner, Inc. Additionally, the MD&A conveys our expectations of the potential impact of known trends, events or uncertainties that may impact future results. You should read this discussion in conjunction with our Condensed Consolidated Financial Statements and related notes included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). Historical results and percentage relationships are not necessarily indicative of operating results for future periods. References to “Gartner,” the “Company,” “we,” “our” and “us” in this MD&A are to Gartner, Inc. and its consolidated subsidiaries.
FORWARD-LOOKING STATEMENTS
In addition to historical information, this Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are any statements other than statements of historical fact, including statements regarding our expectations, beliefs, hopes, intentions, projections or strategies regarding the future. In some cases, forward-looking statements can be identified by the use of words such as “may,” “will,” “expect,” “should,” “could,” “believe,” “plan,” “anticipate,” “estimate,” “predict,” “potential,” “continue” or other words of similar meaning.
We operate in a very competitive and rapidly changing environment that involves numerous known and unknown risks and uncertainties, some of which are beyond our control. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future quarterly and annual revenues, operating income, results of operations and cash flows, as well as any forward-looking statement, are subject to change and to inherent risks and uncertainties, such as those disclosed or incorporated by reference in our filings with the Securities and Exchange Commission. 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: our ability to maintain and expand our products and services; our ability to keep pace with technological developments in artificial intelligence (“AI”) and comply with evolving AI regulations; our ability to achieve continued customer renewals and achieve new contract value, backlog and deferred revenue growth in light of competitive pressures; our ability to grow or sustain revenue from individual customers; our ability to expand or retain our customer base; our ability to carry out our strategic initiatives and manage associated costs; 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 attract and retain a professional staff of analysts and consultants as well as experienced sales personnel upon whom we are dependent, especially in light of labor competition; our ability to successfully compete with existing competitors and potential new competitors; our ability to enforce and protect our intellectual property rights; the impact of cybersecurity incidents or other disruptions to our information systems; our ability to pay our debt obligations; the impact of global economic and geopolitical conditions, including inflation and recession; uncertain effects, both direct and indirect, of changes and volatility in tariffs and trade policies; risks associated with the creditworthiness, budget cuts, priorities and shutdown of governments and agencies; additional risks associated with international operations, including foreign currency fluctuations; the impact on our business resulting from changes in international conditions, including those resulting from the conflict in the Middle East, the war in Ukraine and current and future sanctions imposed by governments or other authorities; the impact of restructuring and other charges on our businesses and operations; our ability to meet sustainability commitments and comply with applicable regulatory requirements, as well as potential reactions by customers to these commitments; the impact of changes in tax policy (including global minimum tax legislation) and heightened scrutiny from various taxing authorities globally; changes to laws and regulations; and other risks and uncertainties. The potential fluctuations in our operating income could cause period-to-period comparisons of operating results not to be meaningful and could provide an unreliable indication of future operating results. A description of the risk factors associated with our business is included under “Risk Factors” in Item 1A. of the 2024 Form 10-K, which is incorporated herein by reference.
Forward-looking statements are subject to risks, estimates and uncertainties that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those listed above or described under “Risk Factors” in Item 1A of the 2024 Form 10-K. Readers should not place undue reliance on these forward-looking statements, which reflect management’s opinion only as of the date on which they were made. Forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date hereof, and forward-looking statements in documents attached that are incorporated by reference speak only as of the date of those documents. Except as required by law, we disclaim any obligation to review or update these forward-looking statements to reflect events or circumstances as they occur.
BUSINESS OVERVIEW
Gartner, Inc. (NYSE: IT) delivers actionable, objective business and technology insights that drive smarter decisions and stronger performance on an organization’s mission-critical priorities.
We deliver our products and services globally through three reportable segments – Business and Technology Insights, Conferences and Consulting, as described below. In the second quarter of 2025, we renamed our segment previously referred to as Research to Business and Technology Insights (or “Insights”) to reflect the nature of the value we provide to clients. In the third quarter of 2025, we changed the structure of our internal organization and concluded that Gartner Digital Markets ("Digital Markets") was an operating segment but does not meet the criteria of a reportable segment. Accordingly, Digital Markets results are now included in "Other" where segment information is provided. Digital Markets was previously included in our Insights segment. Prior periods have been recast to conform to current period presentation.
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Insights** equips executives and their teams from every function and across all industries with actionable, objective business and technology insights, guidance and tools. Our experienced experts deliver all this value informed by an unmatched combination of practitioner-sourced and data-driven research to help our clients address their mission critical priorities.
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Conferences** provides executives and teams across an organization the opportunity to learn, share and network. From our Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-driven sessions, our offerings enable attendees to experience the best of Gartner insights and guidance.
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Consulting** serves senior executives leading technology-driven strategic initiatives leveraging the power of Gartner’s actionable, objective insights. Through custom analysis and on-the-ground support we enable optimized technology investments and stronger performance on our clients’ mission critical priorities.
As of September 30, 2025, we had 20,854 employees globally, a decrease of 0.6% from September 30, 2024.
Recent Developments
Our Insights contract value with the US federal government was approximately $165.0 million at September 30, 2025. Over 85% of our US federal contracts have transacted in the first three quarters of 2025, and slightly less than half of that contract value was retained. In addition to the non-renewals, we have received notices of termination-for-convenience from various US government agencies for approximately $8.0 million of contracts that are primarily scheduled to expire in the fourth quarter of 2025.
As the current geopolitical environment remains unpredictable, we continue to monitor and evaluate the impact, both direct and indirect, of government actions that could adversely impact our business operations and financial performance.
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. OBBBA did not have a material impact on our consolidated financial results in the current period. We are currently assessing and will continue to assess and reflect the impact of OBBBA on its future consolidated financial statements as appropriate.
Our most recent annual impairment test of goodwill was a quantitative analysis conducted during the quarter ended September 30, 2025 that indicated an impairment of the Company's Digital Markets reporting unit. During the three months ended September 30, 2025, ongoing weakness in the market as well as changes in our internal organization structure prompted a revision to the long-term earnings forecast for the Digital Markets business. During the three months ended September 30, 2025, a goodwill impairment loss of $150.0 million was recognized in the Digital Markets reporting unit. The fair value of that reporting unit was estimated using a combination of the expected present value of future cash flows and market approach.
BUSINESS MEASUREMENTS
We believe that the following business measurements are important performance indicators for our reportable business segments:
| BUSINESS SEGMENT | BUSINESS MEASUREMENT | |||||||
| 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 Insights deliverables for which revenue is recognized on a ratable basis, as well as other deliverables (primarily Conferences tickets) for which revenue is recognized when the deliverable is utilized. Comparing contract value year-over-year not only measures the short-term growth of our business, but also signals the long-term health of our Insights subscription business since it measures revenue that is highly likely to recur over a multi-year period. Our contract value consists of Global Technology Sales contract value, which includes sales to users and providers of technology, and Global Business Sales contract value, which includes sales to all other functional leaders. | |||||||
| Client retention rate represents a measure of client satisfaction and renewed business relationships at a specific point in time. Client retention is calculated on a percentage basis by dividing our current clients, who were also clients a year ago, by all clients from a year ago. Client retention is calculated at an enterprise level, which represents a single company or customer. | ||||||||
| Wallet retention rate represents a measure of the amount of contract value we have retained with clients over a twelve-month period. Wallet retention is calculated on a percentage basis by dividing the contract value of our current clients, who were also clients a year ago, by the contract value from a year ago, excluding the impact of foreign currency exchange. When wallet retention exceeds client retention, it is an indication of retention of higher-spending clients, or increased spending by retained clients, or both. Wallet retention is calculated at an enterprise level, which represents a single company or customer. | ||||||||
| Conferences | Number of destination conferences represents the total number of hosted in-person conferences completed during the period. Single day, local meetings are excluded. | |||||||
| Number of destination conferences attendees represents the total number of people who attend in-person conferences. Single day, local meetings are excluded. | ||||||||
| Consulting | Consulting backlog represents future revenue to be derived from in-process consulting and benchmark analytics engagements. | |||||||
| Utilization rate represents a measure of productivity of our consultants. Utilization rates are calculated for billable headcount on a percentage basis by dividing total hours billed by total hours available to bill. | ||||||||
EXECUTIVE SUMMARY OF OPERATIONS AND FINANCIAL POSITION
The fundamentals of our strategy include a focus on creating actionable business and technology insights for executives and their teams, delivering innovative and highly differentiated product offerings, building a strong sales capability, providing world class client service with a focus on client engagement and retention, and continuously improving our operational effectiveness.
We had total revenues of $1.5 billion during the third quarter of 2025, an increase of 3% compared to the third quarter of 2024. During the third quarter of 2025, compared to the third quarter of 2024, revenues for Insights increased by 5%, Conferences revenue decreased by 2%, and Consulting revenue decreased by 3%. For a more complete discussion of our results by segment, see Segment Results below.
For the third quarter of 2025 and 2024, we had net income of $35.4 million and $415.0 million, respectively, and diluted net income per share of $0.47 and $5.32, respectively. The decrease in 2025 is primarily due to the goodwill impairment loss in 2025 and the gain on event cancellation insurance claims in 2024. Cash provided by operating activities was $1.0 billion and $1.1 billion during the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, we had $1.4 billion of cash and cash equivalents and approximately $0.7 billion of available borrowing capacity on our revolving credit facility. For a more complete discussion of our cash flows and financial position, see the Liquidity and Capital Resources section below.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
For information regarding our critical accounting policies and estimates, please refer to Part II, Item 7, “Critical Accounting Policies and Estimates” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. There have been no material changes to the critical accounting policies previously disclosed in that report.
RECENTLY ISSUED ACCOUNTING STANDARDS
The FASB has issued accounting standards that have not yet become effective and that may impact the Company’s consolidated financial statements or its disclosures in future periods. Note 1 — Business and Basis of Presentation in the Notes to Condensed Consolidated Financial Statements provides information regarding those accounting standards.
RESULTS OF OPERATIONS
Consolidated Results
The table below presents an analysis of selected line items and period-over-period changes in our interim Condensed Consolidated Statements of Operations for the periods indicated (in thousands).
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Increase (Decrease) | Increase (Decrease) % | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Insights | $ | 1,270,724 | $ | 1,209,524 | $ | 61,200 | 5 | % | |||||||||||||||
| Conferences | 74,554 | 75,776 | (1,222) | (2) | |||||||||||||||||||
| Consulting | 123,573 | 127,622 | (4,049) | (3) | |||||||||||||||||||
| Other | 55,221 | 71,384 | (16,163) | (23) | |||||||||||||||||||
| Total revenues | 1,524,072 | 1,484,306 | 39,766 | 3 | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of services and product development | 474,218 | 475,342 | (1,124) | — | |||||||||||||||||||
| Selling, general and administrative | 762,557 | 711,729 | 50,828 | 7 | |||||||||||||||||||
| Depreciation | 30,733 | 29,082 | 1,651 | 6 | |||||||||||||||||||
| Amortization of intangibles | 20,220 | 22,170 | (1,950) | (9) | |||||||||||||||||||
| Acquisition and integration charges | — | 159 | (159) | nm | |||||||||||||||||||
| Goodwill impairment | 150,000 | — | 150,000 | nm | |||||||||||||||||||
| Operating income | 86,344 | 245,824 | (159,480) | (65) | |||||||||||||||||||
| Interest expense, net | (16,279) | (17,961) | (1,682) | (9) | |||||||||||||||||||
| Gain on event cancellation insurance claims | — | 300,000 | (300,000) | nm | |||||||||||||||||||
| Other (expense) income, net | (583) | (991) | 408 | (41) | |||||||||||||||||||
| Less: Provision for income taxes | 34,125 | 111,823 | (77,698) | (69) | |||||||||||||||||||
| Net income | $ | 35,357 | $ | 415,049 | $ | (379,692) | (91) | % | |||||||||||||||
| nm = not meaningful |
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | Increase (Decrease) | Increase (Decrease) % | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Insights | $ | 3,789,798 | $ | 3,582,238 | $ | 207,560 | 6 | % | |||||||||||||||
| Conferences | 358,558 | 331,929 | 26,629 | 8 | |||||||||||||||||||
| Consulting | 418,873 | 405,291 | 13,582 | 3 | |||||||||||||||||||
| Other | 177,427 | 232,834 | (55,407) | (24) | |||||||||||||||||||
| Total revenues | 4,744,656 | 4,552,292 | 192,364 | 4 | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of services and product development | 1,480,979 | 1,448,097 | 32,882 | 2 | |||||||||||||||||||
| Selling, general and administrative | 2,269,753 | 2,113,633 | 156,120 | 7 | |||||||||||||||||||
| Depreciation | 90,134 | 82,993 | 7,141 | 9 | |||||||||||||||||||
| Amortization of intangibles | 62,318 | 68,100 | (5,782) | (8) | |||||||||||||||||||
| Acquisition and integration charges | — | 977 | (977) | nm | |||||||||||||||||||
| Goodwill impairment | 150,000 | — | 150,000 | nm | |||||||||||||||||||
| Operating income | 691,472 | 838,492 | (147,020) | (18) | |||||||||||||||||||
| Interest expense, net | (41,493) | (57,170) | (15,677) | (27) | |||||||||||||||||||
| Gain on event cancellation insurance claims | — | 300,000 | (300,000) | nm | |||||||||||||||||||
| Other (expense) income, net | 4,304 | 4,404 | (100) | (2) | |||||||||||||||||||
| Less: Provision for income taxes | 167,204 | 230,584 | (63,380) | (27) | |||||||||||||||||||
| Net income | $ | 487,079 | $ | 855,142 | $ | (368,063) | (43) | % | |||||||||||||||
| nm = not meaningful | |||||||||||||||||||||||
In addition to GAAP results, we provide foreign currency neutral dollar amounts and percentages for our revenues, certain expenses, contract values and other metrics. These foreign currency neutral dollar amounts and percentages eliminate the effects of exchange rate fluctuations and thus provide a more accurate and meaningful trend in the underlying business performance being measured. We calculate foreign currency neutral dollar amounts by converting the underlying amounts in local currency for different periods into U.S. dollars by applying the same foreign exchange rates to all periods presented.
Total revenues for the three months ended September 30, 2025 were $1.5 billion, an increase of $39.8 million, or 3% compared to the same period in 2024 on a reported basis and 1% excluding the foreign currency impact. Total revenues for the nine months ended September 30, 2025 were $4.7 billion, an increase of $0.2 billion, or 4% compared to the same period in 2024 on both a reported basis and excluding the foreign currency impact. Refer to the section of this MD&A below entitled “Segment Results” for a discussion of revenues and results by reportable segment.
Cost of services and product development was $474.2 million during the three months ended September 30, 2025, a decrease of $1.1 million compared to the same period in 2024, or nearly flat on a reported basis and a decrease of 1% excluding the foreign currency impact. The decrease in Cost of services and product development during the three months ended September 30, 2025 was primarily due to a $10.5 million decrease in product and content delivery expenses, partially offset by $10.0 million increase in personnel expenses associated with merit increases. Cost of services and product development as a percent of revenues was 31% and 32% for the three months ended September 30, 2025 and 2024, respectively. Cost of services and product development was $1.5 billion during the nine months ended September 30, 2025, an increase of $32.9 million compared to the same period in 2024, or 2% on both a reported basis and excluding the foreign currency impact. The increase in Cost of services and product development during the nine months ended September 30, 2025 was primarily due to a $43.6 million increase in personnel expenses associated with merit increases, partially offset by a $12.7 million decrease in product and content delivery expenses. Cost of services and product development as a percent of revenues was 31% and 32% for the nine months ended September 30, 2025 and 2024, respectively.
Selling, general and administrative (“SG&A”) expense was $762.6 million during the three months ended September 30, 2025, an increase of $50.8 million compared to the same period in 2024, or 7% and on a reported basis and 6% excluding the foreign currency impact. The increase in SG&A expense during the three months ended September 30, 2025 was primarily a result of a $33.3 million increase in personnel expenses, due to merit increases and increased headcount, as well as increased severance expenses. SG&A expense was $2.3 billion during the nine months ended September 30, 2025, an increase of $156.1 million compared to the same period in 2024, or 7% on both reported basis and excluding the foreign currency impact. The increase in SG&A expense during the nine months ended September 30, 2025 was primarily a result of an $114.9 million increase in personnel expenses, due to merit increases and increased headcount, as well as increased severance expenses. The number of quota-bearing sales associates in Global Technology Sales increased by 1% to 3,715 and in Global Business Sales, increased by 5% to 1,303 compared to September 30, 2024. On a combined basis, the total number of quota-bearing sales associates increased by 2% when compared to September 30, 2024. SG&A expense as a percent of revenues was 50% and 48% during the three months ended September 30, 2025 and 2024, respectively. SG&A expense as a percent of revenues was 48% and 46% during the nine months ended September 30, 2025 and 2024, respectively.
Depreciation increased by 6% and 9% during the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024. The increase for the three and nine months ended September 30, 2025 was primarily due to increased software additions during the last twelve months.
Amortization of intangibles decreased by 9% and 8% during the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024, due to certain intangible assets becoming fully amortized in 2024.
Acquisition and integration charges decreased by $0.2 million and $1.0 million during the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024.
Goodwill impairment of $150.0 million during the three months ended September 30, 2025, reflected a goodwill impairment loss recognized in the Digital Markets reporting unit.
Operating income was $86.3 million and $245.8 million during the three months ended September 30, 2025 and 2024, respectively. Operating income was $691.5 million and $838.5 million during the nine months ended September 30, 2025 and 2024, respectively. The decreases in operating income for the three and nine months ended September 30, 2025 as compared to the prior year periods were primarily due to the goodwill impairment loss of $150.0 million, as well as increases in selling, general and administrative expenses, partially offset by increased revenues.
Interest expense, net decreased by $1.7 million and $15.7 million during the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024. The decrease for the three and nine months ended September 30, 2025 was due to increased interest income, primarily as a result of higher average cash balances than the prior year.
Gain on event cancellation insurance claims of $300.0 million during the three and nine months ended September 30, 2024 reflected proceeds from a settlement agreement to resolve litigation concerning the Company's event cancellation insurance for 2020 and 2021. The settlement resolved all remaining 2020 and 2021 event cancellation insurance claims.
Other (expense) income, net for the periods presented herein included the net impact of foreign currency gains and losses from our hedging activities. Other (expense) income, net also included a loss of $2.9 million for the three months ended September 30, 2024 and a gain of $0.5 million and $2.2 million for the nine months ended September 30, 2025 and 2024, respectively, on de-designated interest rate swaps.
The provision for income taxes was $34.1 million and $111.8 million for the three months ended September 30, 2025 and 2024, respectively and $167.2 million and $230.6 million for the nine months ended September 30, 2025 and 2024, respectively. The effective income tax rate was 49.1% and 21.2% for the three months ended September 30, 2025 and 2024, respectively and 25.6% and 21.2% for the nine months ended September 30, 2025 and 2024, respectively. The increase in the effective income tax rate for both the three and nine months ended September 30, 2025 was primarily due to the impact of the goodwill impairment, which is not deductible for tax purposes.
Net income for the three months ended September 30, 2025 and 2024 was $35.4 million and $415.0 million, respectively, while net income for the nine months ended September 30, 2025 and 2024 was $487.1 million and $855.1 million, respectively. Our diluted net income per share during the three months ended September 30, 2025 decreased by $4.85. The decreases in net income during the three and nine months ended September 30, 2025 were primarily due to the gain on event cancellation
insurance claims in 2024, the goodwill impairment loss, and increases in operating expenses, partially offset by an increase in revenues and lower interest expense, net.
SEGMENT RESULTS
We evaluate segment performance and allocate resources based on gross contribution margin. Gross contribution is defined as operating income or loss excluding certain Cost of services and product development expenses, SG&A expenses, Depreciation, Amortization of intangibles, Acquisition and integration charges and Goodwill impairment. Gross contribution margin is defined as gross contribution as a percent of revenues.
Reportable Segments
The sections below present the results of the Company’s three reportable business segments: Insights, Conferences and Consulting.
Insights
| As Of And For The Three Months Ended September 30, 2025 | As Of And For The Three Months Ended September 30, 2024 | Increase (Decrease) | Percentage Increase (Decrease) | As Of And For The Nine Months Ended September 30, 2025 | As Of And For The Nine Months Ended September 30, 2024 | Increase (Decrease) | Percentage Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||
| Financial Measurements: | |||||||||||||||||||||||||||||||||||||||||||||||
| Revenues (1) | $ | 1,270,724 | $ | 1,209,524 | $ | 61,200 | 5 | % | $ | 3,789,798 | $ | 3,582,238 | $ | 207,560 | 6 | % | |||||||||||||||||||||||||||||||
| Gross contribution (1) | $ | 974,323 | $ | 923,772 | $ | 50,551 | 5 | % | $ | 2,901,002 | $ | 2,742,711 | $ | 158,291 | 6 | % | |||||||||||||||||||||||||||||||
| Gross contribution margin | 77 | % | 76 | % | 1 point | — | 77 | % | 77 | % | — | — | |||||||||||||||||||||||||||||||||||
| Business Measurements: | |||||||||||||||||||||||||||||||||||||||||||||||
| Contract Value (1), (3) | $ | 5,047,000 | $ | 4,901,000 | $ | 146,000 | 3 | % | |||||||||||||||||||||||||||||||||||||||
| Global Technology Sales (2): | |||||||||||||||||||||||||||||||||||||||||||||||
| Contract value (1), (3) | $ | 3,818,000 | $ | 3,754,000 | $ | 64,000 | 2 | % | |||||||||||||||||||||||||||||||||||||||
| Client retention | 84 | % | 83 | % | 1 point | — | |||||||||||||||||||||||||||||||||||||||||
| Wallet retention | 98 | % | 101 | % | (3) points | — | |||||||||||||||||||||||||||||||||||||||||
| Global Business Sales (2): | |||||||||||||||||||||||||||||||||||||||||||||||
| Contract value (1), (3) | $ | 1,229,000 | $ | 1,147,000 | $ | 82,000 | 7 | % | |||||||||||||||||||||||||||||||||||||||
| Client retention | 87 | % | 87 | % | — | — | |||||||||||||||||||||||||||||||||||||||||
| Wallet retention | 102 | % | 106 | % | (4) points | — |
(1)Dollars in thousands.
(2)Global Technology Sales includes sales to users and providers of technology. Global Business Sales includes sales to all other functional leaders.
(3)Contract values are on a foreign currency neutral basis. Contract values as of September 30, 2024 have been calculated using the same foreign currency rates as 2025.
Insights revenues increased by $61.2 million during the three months ended September 30, 2025 compared to the same period in 2024, or 5% on a reported basis and 4% excluding the foreign currency impact. For the nine months ended September 30, 2025, Insights revenue increased by $207.6 million compared to the same period in 2024 or 6% on both a reported basis and excluding the foreign currency impact. The increase in revenues during 2025 was primarily due to Insights contract value growth in 2024. The segment gross contribution margin was 77% for both the three and nine months ended September 30, 2025 and 76% and 77% for the three and nine months ended September 30, 2024, respectively.
Contract value increased to $5.0 billion at September 30, 2025, or 3% compared to September 30, 2024 excluding the foreign currency impact. The majority of industry sectors grew mid single-digit rates or faster. Growth was led by the energy, transportation and banking sectors, partially offset by a high single digit decrease in public sector, primarily related to the US federal government. Global Technology Sales (“GTS”) contract value increased by 2% at September 30, 2025 when compared to September 30, 2024. The increase in GTS contract value was primarily due to new business from existing clients. GTS contract value increased by mid single-digit rates or faster for all commercial enterprise sizes and nearly all industry sectors. Global Business Sales (“GBS”) contract value increased by 7% year-over-year, also primarily driven by new business from existing clients. The majority of our GBS practices, enterprise sizes and sectors grew high single-digits or faster year-over-year. Both GTS and GBS contract value growth were affected by decreases in contract value with the US federal government.
GTS client retention was 84% and 83% as of September 30, 2025 and 2024, respectively, while wallet retention was 98% and 101% as of September 30, 2025 and 2024, respectively. GBS client retention was 87% as of both September 30, 2025 and 2024, while wallet retention was 102% and 106%, respectively. The decrease in GTS and GBS wallet retention was largely due to lower levels of spending by existing clients compared to the same period in 2024.
Conferences
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | Increase (Decrease) | Percentage Increase (Decrease) | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | Increase (Decrease) | Percentage Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||
| Financial Measurements: | |||||||||||||||||||||||||||||||||||||||||||||||
| Revenues (1) | $ | 74,554 | $ | 75,776 | $ | (1,222) | (2) | % | $ | 358,558 | $ | 331,929 | $ | 26,629 | 8 | % | |||||||||||||||||||||||||||||||
| Gross contribution (1) | $ | 27,312 | $ | 30,489 | $ | (3,177) | (10) | % | $ | 176,082 | $ | 161,856 | $ | 14,226 | 9 | % | |||||||||||||||||||||||||||||||
| Gross contribution margin | 37 | % | 40 | % | (3) points | — | 49 | % | 49 | % | — | — | |||||||||||||||||||||||||||||||||||
| Business Measurements: | |||||||||||||||||||||||||||||||||||||||||||||||
| Number of destination conferences (2) | 10 | 10 | — | — | % | 39 | 38 | 1 | 3 | % | |||||||||||||||||||||||||||||||||||||
| Number of destination conferences attendees (2) | 11,454 | 12,208 | (754) | (6) | % | 51,660 | 52,434 | (774) | (1) | % |
(1)Dollars in thousands.
(2)Single day, local meetings are excluded.
Conferences revenues decreased by $1.2 million during the three months ended September 30, 2025 compared to the same period in 2024, or 2% on a reported basis and 4% excluding the foreign currency impact. The decrease in revenues for the three months ended September 30, 2025 was primarily due to lower attendee revenue, as a result of two existing conferences being moved out and two new conferences being launched in the third quarter. We held 10 destination conferences during both the three months ended September 30, 2025 and 2024. Gross contribution decreased to $27.3 million during the three months ended September 30, 2025 compared to $30.5 million in the same period last year. The decrease in gross contribution during the three months ended September 30, 2025 was primarily the result of the decrease in revenues as well an increase in conference-related expenses as a result of higher headcount.
For the nine months ended September 30, 2025 Conferences revenues increased by $26.6 million compared to the same period in 2024, or 8% on a reported basis and 7% excluding the foreign currency impact. We held 39 and 38 destination conferences during the nine months ended September 30, 2025 and 2024, respectively. The increase in revenues for the nine months ended September 30, 2025 was primarily due to increased exhibitor revenue compared to the same period in 2024. Gross contribution increased to $176.1 million during the nine months ended September 30, 2025 compared to $161.9 million in the same period last year. The increase in gross contribution during the nine months ended September 30, 2025 was primarily the result of the increase in revenues, partially offset by an increase in conference-related expenses.
Consulting
| As Of And For The Three Months Ended September 30, 2025 | As Of And For The Three Months Ended September 30, 2024 | Increase (Decrease) | Percentage Increase (Decrease) | As Of And For The Nine Months Ended September 30, 2025 | As Of And For The Nine Months Ended September 30, 2024 | Increase (Decrease) | Percentage Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||
| Financial Measurements: | |||||||||||||||||||||||||||||||||||||||||||||||
| Revenues (1) | $ | 123,573 | $ | 127,622 | $ | (4,049) | (3) | % | $ | 418,873 | $ | 405,291 | $ | 13,582 | 3 | % | |||||||||||||||||||||||||||||||
| Gross contribution (1) | $ | 35,222 | $ | 41,517 | $ | (6,295) | (15) | % | $ | 150,169 | $ | 149,523 | $ | 646 | — | % | |||||||||||||||||||||||||||||||
| Gross contribution margin | 29 | % | 33 | % | (4) points | — | 36 | % | 37 | % | (1) point | — | |||||||||||||||||||||||||||||||||||
| Business Measurements: | |||||||||||||||||||||||||||||||||||||||||||||||
| Backlog (1), (2) | $ | 194,900 | $ | 213,800 | $ | (18,900) | (9) | % | |||||||||||||||||||||||||||||||||||||||
| Billable headcount | 924 | 960 | (36) | (4) | % | ||||||||||||||||||||||||||||||||||||||||||
| Consultant utilization | 60 | % | 65 | % | (5) points | — | 63 | % | 66 | % | (3) points | — |
(1)Dollars in thousands.
(2)Backlog is on a foreign currency neutral basis. Backlog as of September 30, 2024 has been calculated using the same foreign currency rates as 2025.
Consulting revenues decreased by 3% during the three months ended September 30, 2025 compared to the same period in 2024 on a reported basis and 5% excluding the foreign currency impact, with a decrease in labor-based consulting revenue of 7% and an increase in contract optimization revenue of 12%, each on a reported basis. Contract optimization revenue may vary significantly and, as such, revenues for the third quarter of 2025 may not be indicative of results for the remainder of 2025 or beyond. The segment gross contribution margin was 29% and 33% for the three months ended September 30, 2025 and 2024, respectively. The decrease in gross contribution margin for the three months ended September 30, 2025 was primarily due to the decrease in revenues.
For the nine months ended September 30, 2025, Consulting revenues increased 3% compared to the same period in 2024 on both a reported basis and excluding the foreign currency impact, with a decrease in labor-based consulting revenue of 3% and an increase in contract optimization revenue of 25%, each on a reported basis. The segment gross contribution margin was 36% and 37% for the nine months ended September 30, 2025 and 2024, respectively.
Backlog decreased by $18.9 million, or 9%, from September 30, 2024 to September 30, 2025, excluding the foreign currency impact.
LIQUIDITY AND CAPITAL RESOURCES
We finance our operations through cash generated from our operating activities and, to a lesser extent, borrowings. Note 7 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations. At September 30, 2025, we had $1.4 billion of cash and cash equivalents and approximately $0.7 billion of available borrowing capacity on the revolving credit facility under our 2024 Credit Agreement. We believe that the Company has adequate liquidity to meet its currently anticipated needs for both the next twelve months and the foreseeable future.
We have historically generated significant cash flows from our operating activities, benefiting from the favorable working capital dynamics of our subscription-based business model in our Insights segment, which is our largest business segment and historically has constituted a significant portion of our total revenues. The majority of our Insights customer contracts are paid in advance and, combined with a strong customer retention rate and high incremental margins, our subscription-based business model has resulted in continuously strong operating cash flow. Cash flow generation has also benefited from our ongoing efforts to improve the operating efficiencies of our businesses as well as a focus on the optimal management of our working capital as we increase sales.
During the fourth quarter of 2024, we entered into an amended lease agreement to significantly reduce the square footage and reduce future lease payments at one of our leased locations. We made installment payments of $24.0 million during each of the fourth quarter of 2024 and the second quarter of 2025 in consideration for the lease amendment.
Our cash and cash equivalents are held in numerous locations throughout the world with 69% held outside the U.S. at September 30, 2025. We intend to distribute a portion of the accumulated undistributed earnings of non-U.S. subsidiaries in conjunction with global restructuring activity and have recorded a modest tax expense for the anticipated impact of such distribution. We continue to assert our intention to reinvest substantially all remaining accumulated undistributed foreign earnings, except in instances where repatriation would result in minimal additional tax.
The table below summarizes the changes in our cash balances for the periods indicated (in thousands).
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | Increase (Decrease) | |||||||||||||||
| Cash provided by operating activities | $ | 995,821 | $ | 1,149,567 | $ | (153,746) | |||||||||||
| Cash used in investing activities | (91,310) | (79,796) | (11,514) | ||||||||||||||
| Cash used in financing activities | (1,467,475) | (615,557) | (851,918) | ||||||||||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | (562,964) | 454,214 | (1,017,178) | ||||||||||||||
| Effects of exchange rates on cash and cash equivalents | 60,547 | (5,521) | 66,068 | ||||||||||||||
| Beginning cash and cash equivalents and restricted cash | 1,933,147 | 1,319,599 | 613,548 | ||||||||||||||
| Ending cash and cash equivalents | $ | 1,430,730 | $ | 1,768,292 | $ | (337,562) | |||||||||||
Operating
Cash provided by operating activities was $1.0 billion and $1.1 billion during the nine months ended September 30, 2025 and 2024, respectively. The year-over-year decrease was primarily due to $300.0 million of insurance proceeds received during 2024 partially offset by the improved timing of collections and lower income tax payments.
Investing
Cash used in investing activities was $91.3 million and $79.8 million during the nine months ended September 30, 2025 and 2024, respectively. The increase from 2024 to 2025 was primarily the result of higher leasehold improvements expenditures.
Financing
Cash used in financing activities was $1.5 billion and $615.6 million during the nine months ended September 30, 2025 and 2024, respectively. We used $1.5 billion and $633.4 million of cash for share repurchases during the nine months ended
September 30, 2025 and 2024, respectively. In March 2024, the Company borrowed $274.4 million under the 2024 Credit Agreement. The initial borrowing was used to repay the outstanding amounts under the 2020 Credit Agreement.
Debt
As of September 30, 2025, the Company had $2.5 billion of principal amount of debt outstanding. Note 7 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations. From time to time, the Company may seek to retire or repurchase its outstanding debt through various methods including open market repurchases, negotiated block transactions, or otherwise, all or some of which may be effected through Rule 10b5-1 plans. Such transactions, if any, depend on prevailing market conditions, our liquidity and capital requirements, contractual restrictions, and other factors, and may involve material amounts.
OFF BALANCE SHEET ARRANGEMENTS
From January 1, 2025 through September 30, 2025, the Company has not entered into any material off-balance sheet arrangements or transactions with unconsolidated entities or other persons.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK
As of September 30, 2025, the Company had $2.5 billion in total debt principal outstanding. Note 7 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations.
Approximately $274.4 million of the Company’s total debt outstanding as of September 30, 2025 was based on a floating base rate of interest, which potentially exposes the Company to increases in interest rates. A one hundred basis point change in interest rates would increase or decrease the Company's interest expense on its outstanding debt by approximately $2.7 million annually.
FOREIGN CURRENCY RISK
A significant portion of our revenues are typically derived from sales outside of the United States. Among the major foreign currencies in which we conduct business are the Euro, the British Pound, the Japanese Yen, the Australian dollar and the Canadian dollar. The reporting currency of our Condensed Consolidated Financial Statements is the U.S. dollar. As the values of the foreign currencies in which we operate fluctuate over time relative to the U.S. dollar, the Company is exposed to both foreign currency translation and transaction risk.
Translation risk arises as our foreign currency assets and liabilities are translated into U.S. dollars because the functional currencies of our foreign operations are generally denominated in the local currency. Adjustments resulting from the translation of these assets and liabilities are deferred and recorded as a component of stockholders’ equity. A measure of the potential impact of foreign currency translation can be determined through a sensitivity analysis of our cash and cash equivalents. At September 30, 2025, we had $1.4 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 September 30, 2025 could have increased or decreased by approximately $112.8 million. The translation of our foreign currency revenues and expenses historically has not had a material impact on our consolidated earnings because movements in and among the major currencies in which we operate tend to impact our revenues and expenses fairly equally. However, our earnings could be impacted during periods of significant exchange rate volatility, or when some or all of the major currencies in which we operate move in the same direction against the U.S. dollar.
Transaction risk arises when we enter into a transaction that is denominated in a currency that may differ from the local functional currency. As these transactions are translated into the local functional currency, a gain or loss may result, which is recorded in current period earnings. We typically enter into foreign currency forward exchange contracts to mitigate the effects of some of this foreign currency transaction risk. Our outstanding foreign currency forward exchange contracts as of September 30, 2025 had an immaterial net unrealized loss.
CREDIT RISK
Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of short-term, highly liquid investments classified as cash equivalents, fees receivable, interest rate swap contracts and foreign currency forward exchange contracts. The majority of the Company’s cash and cash equivalents and foreign currency forward exchange contracts are with large investment grade commercial banks. Fees receivable balances deemed to be collectible from customers have limited concentration of credit risk due to our diverse customer base and geographic dispersion.
Item 4. CONTROLS AND PROCEDURES
We have established disclosure controls and procedures that are designed to ensure that the information we are required to disclose in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated and communicated to our executive management team, including our chief executive officer and our chief financial officer, to allow timely decisions regarding required disclosure.
Management conducted an evaluation, as of September 30, 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) of 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 September 30, 2025, the Company’s disclosure controls and procedures were effective.
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved in legal and administrative proceedings and litigation arising in the ordinary course of business. We believe that the potential liability, if any, in excess of amounts already accrued from all proceedings, claims and litigation will not have a material effect on our financial position, cash flows or results of operations when resolved in a future period.
Item 1A. RISK FACTORS
There were no material changes to the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no unregistered sales of equity securities during the period covered by this report.
Issuer Purchases of Equity Securities
In May 2015, the Company’s Board of Directors (the “Board”) authorized a share repurchase program to repurchase up to $1.2 billion of the Company’s common stock. The Board authorized incremental share repurchases of up to an aggregate additional $5.8 billion of the Company’s common stock from February 2021 to September 2025, including $1.0 billion authorized in September 2025. The Company may repurchase its common stock from time-to-time in amounts, at prices and in the manner that the Company deems appropriate, subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company’s financial performance and other conditions. Repurchases may be made through open market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended), accelerated share repurchases, private transactions or other transactions and will be funded by cash on hand and borrowings. Repurchases may also be made from time-to-time in connection with the settlement of the Company’s stock-based compensation awards. The table below summarizes the repurchases of our common stock during the three months ended September 30, 2025.
| Period | Total Number of Shares Purchased (#) | Average Price Paid Per Share ($) | Total Number of Shares Purchased Under Announced Programs (#) | Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in thousands) | ||||||||||||||||||||||
| July 1, 2025 to July 31, 2025 | 684,619 | $ | 368.27 | 684,477 | $ | 1,050,321 | ||||||||||||||||||||
| August 1, 2025 to August 31, 2025 | 2,481,866 | 243.39 | 2,481,610 | 446,324 | ||||||||||||||||||||||
| September 1, 2025 to September 30, 2025 | 788,548 | 245.28 | 787,445 | $ | 1,253,180 | |||||||||||||||||||||
| Total for the quarter (1) | 3,955,033 | $ | 265.38 | 3,953,532 |
(1)The repurchased shares during the three months ended September 30, 2025 included 1,501 shares purchased for the settlement of stock-based compensation awards and 3,953,532 shares purchased in the open market. Amounts presented exclude the excise tax accrual.
Item 5. OTHER INFORMATION
Insider Trading Arrangements
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 September 30, 2025.
Amendment and Restatement of By-Laws
Effective October 30, 2025, the Board amended and restated Gartner’s bylaws (as amended and restated, the “Bylaws”) in order to, among other things:
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update and clarify notice procedures related to stockholder meetings and stockholder action by written consent, including related to recent amendments to Delaware law;
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designate the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, another state court in Delaware or the federal district court for the District of Delaware) as the sole and exclusive forum, unless Gartner consents to the selection of an alternative forum, for (i) any derivative action or proceeding brought on behalf of Gartner, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee of Gartner to Gartner or Gartner’s stockholders, (iii) any action arising pursuant to any provision of the Delaware General Corporate Law or our certificate of incorporation or bylaws (as either may be amended from time to time) or (iv) any action asserting a claim governed by the internal affairs doctrine (the “Delaware Forum Provision”);
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designate the federal district courts of the United States of America as the sole and exclusive forum, unless Gartner consents to the selection of an alternative forum, for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”), against any person in connection with any offering of Gartner’s securities (the “Federal Forum Provision”); and
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make certain other updates, including ministerial, clarifying and conforming changes, including related to recent amendments to Delaware law.
The foregoing description of the Bylaws is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which is attached as Exhibit 3.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
Item 6. EXHIBITS
| EXHIBIT NUMBER | DESCRIPTION OF DOCUMENT | |||||||
| 3.1(1) | Restated Certificate of Incorporation of the Company. | |||||||
| 3.2* | By-laws of Gartner, Inc. (as amended and restated through October 30, 2025). | |||||||
| 31.1* | Certification of chief executive officer under Rule 13a — 14(a)/15d — 14(a). | |||||||
| 31.2* | Certification of chief financial officer under Rule 13a — 14(a)/15d — 14(a). | |||||||
| 32* | Certification under 18 U.S.C. 1350. | |||||||
| 101.INS* | Inline XBRL Instance Document. | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104* | Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101). |
- Filed with this report.
(1) Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 6, 2005.
Items 3 and 4 of Part II are not applicable and have been omitted.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Gartner, Inc. | ||||||||
| Date: | November 4, 2025 | /s/ Craig W. Safian | ||||||
| Craig W. Safian | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
| (Principal Financial and Accounting Officer) |