IT 10-K & 10-Q changes, risk factors and insider trading

We operate in a highly competitive and rapidly changing environment that involves numerous risks and uncertainties, some of which are beyond our control. In addition, we and our clients are affected by global economic conditions and trends. The following sections address significant factors, events and uncertainties that make an investment in our securities risky. We urge you to consider carefully the factors described below and the risks that they present for our operations, as well as the risks addressed in other reports and materials that we file with the SEC and the other information, included or incorporated by reference in this Form 10-K. When the factors, events and contingencies described below or elsewhere in this Form 10-K materialize, there could be a material adverse impact on our business, prospects, results of operations, financial condition, and cash flows, and therefore have a potential negative effect on the trading price of our common stock. Additional risks not currently known to us or that we now deem immaterial may also harm us and negatively affect your investment. In addition to the effects of the global economic and geopolitical climate on our business and operations (including as a result of U.S. 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. Risks in this section are grouped in the following categories: (1) strategic and operational risks; (2) macroeconomic and industry risks; and (3) legal and regulatory risks. Many risks affect more than one category, and the risks are not in order of significance or probability of occurrence because they have been grouped by categories.

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 research and analysisinsights to our clients. Any failure to continue to provide credible and reliable information and insightinsights that isare 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 services may decline. In addition, we must continue to improve our methods for delivering our products and services in a cost-effective manner via the internet and mobile applications in an inflationary economic environment. Failure to maintain state of the art electronic delivery capabilities could materially adversely affect our future business and operating results.

Technology is rapidly evolving, and if we do not continue to develop new product and service offerings in response to these changes, our business could suffer. Disruptive technologies, including in areas of artificial intelligence (“AI”) and machine learning, are rapidly changing the environment in which we, our clients, and our competitors operate and could affect the nature of how we generate revenue. We anticipate encountering more competition with increased adoption of AI services in the markets in which we compete. We will need to continue to respond to and anticipate these changes by enhancing our product and service offerings to maintain our competitive position. However, we may not be successful in responding to these forces and enhancing our product and service offerings on a timely basis or in a cost-efficient manner, and any enhancements we develop may not adequately address the changing needs of our clients. Our future success will depend upon our ability to develop and introduce in a timely manner new offerings, or enhanceenhancements to existing offeringsofferings, that address the changing needs of this constantly evolving marketplace. Failure to develop products that meet the needs of our clients in a timely manner could have a material adverse effect on our business, results of operations, and financial position.

In addition, some of our content is exposed to Internet search engines,engines and large language models (“LLM”), which help generate website traffic. Search engines and LLMs often update their proprietary algorithms, which affects the placement of links to our websites. Some search engines and LLMs also provide substantive content in search results, 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 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. Similarly, some of our content is exposed to the datasets leveraged by AI chatbots, and these chatbots may provide substantive content, either with or without contribution, in query responses to users which could reduce the need to enter our websites.

Uncertainty in the development, deployment, and use of AI in our platform and products and by our customers and competitors may result in harm to our business and reputation. We use, and may expand our use of, machine learning and AI technologies in some of our products, services, and processes. 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. Developing, testing, and deploying AI systems has required, and will requirecontinue to require, additional investment and increaseincreased ourcosts, costs.including costs related to developing talent to implement AI technologies. Our competitors or other third parties may also incorporate AI into their offerings more effectively and/or quickly than we do, which could impair our ability to compete effectively and adversely affect our business and financial results. If we fail to keep pace with rapidly evolving AI technological developments, our competitive position and business results may be negatively impacted. Moreover, the development, adoption, and use of generative AI technologies are still in their early stages, and ineffective or inadequate AI development or deployment practices by Gartner or third-party developers or vendors could result in unintended consequences. For example, AI algorithmstechnologies that we use may belead flawedto unintended consequences and errors, including generating content that appears correct but is factually inaccurate, misleading or mayotherwise beflawed, based on datasetsor that areresults biasedin orunintended insufficient.biases and discriminatory outcomes, which could harm our reputation and expose us to liability. Third parties may also be able to use AI to create technology that could reduce demand for our products. Although generally contractually prohibited, clients or others may load our proprietary information into large language models, which could reduce the value of our offerings. In addition, the introduction of AI technologies, particularly generative AI, into new or existing offerings may result in new or expanded risks and liabilities, due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality, data privacy or security risks, as well as other factors that could adversely affect our business, reputation, and financial results. Because AI systems are highly complex and rapidly developing, it is not possible to predict all the legal, regulatory, operational or technological risks that may arise relating to our use of AI.

Our ResearchInsights 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. A large portion of our success depends on our ability to generate renewals of our subscription-based researchinsights products and services and new sales of such products and services, both to new clients and existing clients. These products and services constituted approximately 77%78% and 76%77% of total revenues from our operations for 20242025 and 2023,2024, respectively. Generating new sales of our subscription-based products and services, both to new and existing clients, is a challenging, costly, and often time-consuming process. If we are unable to generate new sales, due to competition or other factors, our revenues will be adversely affected.

Our researchInsights subscription contracts are typically for twelve months or longer. Our ability to maintain contract renewals is subject to numerous factors, including the following:

Additionally, as we continue to adjust our products and service offerings to meet our clients’ continuing needs, we may shift the type and pricing of our products which may impact client renewal rates. While our ResearchInsights client retention rate was 85% and 84% for both 20242025 and 2023,2024, respectively, there can be no guarantee that we will continue to maintain this rate of client renewals.

If we are unable to enforce and protect our intellectual property rights, our competitive position may be harmed. We rely on a combination of copyright, trademark, trade secret, patent, confidentiality, non-compete and other contractual provisions to protect our intellectual property rights. Despite our efforts to protect our intellectual property rights, third parties may obtain unauthorized access to our intellectual property, technology or other information that we regard as proprietary. Our intellectual property rights may not survive a legal challenge to their validity or provide significant protection for us. Additionally, the laws (including evolving and 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 are evolving and may be inadequate. Further, the laws and enforcement mechanisms of certain countries, particularly in emerging markets, do not protect our proprietary rights to the same extent as the laws of the United States. Conducting business in certain foreign jurisdictions may require accepting compromised protections or yielding of rights to technology, data or intellectual property in order to access those markets. Accordingly, we may not be able to protect our intellectual property against unauthorized or undesired third-party copying or use, which could adversely affect our competitive position.

Privacy concerns could damage our reputation and deter current and potential clients from using our products and services. Concerns relating to global data privacy have the potential to damage our reputation and deter current and prospective clients from using our products and services or attending our conferences. In the ordinary course of our business and in accordance with applicable laws, we collect personal information (i) from our employees, (ii) from the users of our products and services, including conference attendees, and (iii) from prospective clients. We collect only basic personal information from our clients and prospects. While we believe our overall data privacy procedures are adequate, the theft or loss of such data, or concerns about our practices, even if unfounded, with regard to the collection, use, disclosure, or security of this personal information or other data protection related matters could damage our reputation and materially adversely affect our operating results. 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. Any system or process failure, or compromise of our security that results in the disclosure of our users’ personal data, could seriously limit the consumption of our products and services and the attendance at our conferences, as well as harm our reputation and brand and, therefore, our business.

We are exposed to risks related to cybersecurity. A significant portion of our business is conducted over the internet and we rely on the secure processing, storage and transmission of confidential, sensitive, proprietary and other types of information relating to our business operations and confidential and sensitive information about our customers and employees in our computer systems and networks, and in those of our third-party vendors. Actions by individuals, groups, and state-sponsored organizations pose threats to our operations, our computer systems, our employees, and our customers. 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 other coordinated disruptions, to more advanced threats that target us because of our prominence in the global researchbusiness and advisorytechnology insights 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 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. To date, none have resulted in any material adverse impact to our business, operations, products, services or customers. We have implemented various security controls designed to meetaddress our security obligations,obligations whileand alsoto defendingdefend against constantly evolving security threats. Our security controls help to secure our information systems, including our computer systems, intranet, proprietary websites, email and other telecommunications and data networks, and we scrutinize the security of outsourced website and service providers prior to retaining their services. 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 breaches,breaches or incidents, cyber attacks, computer viruses, power loss, or other disruptive events. In some cases, vulnerabilities may not be immediately detected, which could exacerbate the risk of a security incident and the effects on our business.

Cyber criminals use artificial intelligence tools to increase the effectiveness, speed and complexity of attacks, requiring increased vigilance and threat defense. Additionally, the security compliance landscape continues to evolve, requiring us to stay apprised of changes in cybersecurity privacy, and dataprotection privacylaws laws,and regulations, and security requirements required by our clients, such as the European Union General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”) and California Privacy Rights Act (“CPRA”), the Brazilian General Data Protection Law (“LGPD”), the Chinese Cybersecurity, Data Security and Personal Information Protection laws (and other new and proposed data protection laws), and certain standards of the International Organization for Standardization (“ISO”), and National Institute of Standards and Technology (“NIST”). Recent well-publicized security breaches at other companies have led to enhanced government and regulatory scrutiny of the measures taken by companies to protect against cyber attacks, and may in the future result in heightened cybersecurity requirements, including additional regulatory expectations for oversight of vendors and service providers.

A cyber attack, widespread internet failure or internet access limitations, or disruption of our critical information technology systems (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 actual or perceived material security breaches ofor cybersecurityincidents or other technology-related catastrophe,catastrophes, or media reports of perceived security vulnerabilities to our systems or those of our third parties, even if no breachbreach, 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.

We may experience outages and disruptions of our online services and information systems if we fail to maintain an adequate operations infrastructure. Our increasing user traffic and complexity of our products and services demand more computing power. We have invested substantial amounts and expect to continue investing (as necessary) in access to data centers and equipment and in moving more of our workload into cloud services, upgrading our technology and network infrastructure to handle increased traffic on our websites, and delivering our products and services through emerging channels, such as mobile applications. However, any inefficiencies, or operational failures or significant disruptions at our suppliers could diminish the quality of our products, services, and user experience, resulting in damage to our reputation and loss of current and potential users, subscribers, and advertisers, potentially harming our financial condition and operating results. 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.

Our acquisitions, dispositions, and strategic investments, involve substantial risks. We have made and may continue to make acquisitions of, or significant investments in, businesses that offer complementary products and services or otherwise support our growth objectives. 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. Additionally, we face competition in identifying acquisition targets and consummating acquisitions. 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 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. Finally, both acquisitions and divestitures are subject to continued regulatory scrutiny, which may impede our ability to consummate strategic transactions. The realization of any of these risks could adversely affect our business.

Our sales to governments are subject to appropriations, complex compliance requirements and some may be terminated early. We derive significant revenues from researchinsights 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, 20242025 and 2023,2024, approximately $1.2$1.0 billion and $1.0$1.2 billion, respectively, of our outstanding revenue contracts were attributable to government entities. Our U.S. government contracts are subject to the approval of appropriations by the U.S. Congress to fund the agencies contracting for our services. Additionally, our contracts at the state and local levels, as well as foreign government contracts, are subject to various governmental authorizations and funding approvals and mechanisms. Certain of these contracts may be terminated at any time by the government entity without cause or penalty (“termination for convenience”). In addition, contracts with U.S. federal, state and local, and foreign governments and their respective agencies are subject to increasingly complex bidding procedures, compliance requirements, and efficiency considerations, as well as intense competition. Failure to adequately abide by these procedures and compliance requirements could result in an inability to contract with governments or their agencies, termination of existing contracts, penalties or fees with respect to existing contracts, or even suspension and debarment from doing future business with a government or agency, which would adversely impact our future business and operating results. 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.

Our outstanding debt obligations could negatively impact our financial condition and future operating results. As of December 31, 2024,2025, the Company had 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 Notes”) and, $800 million of Senior Notes due 2030 (the “2030 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”. The Company had no outstanding debt under its 2024 revolving credit facility (the “2024 Credit Agreement”). Additional information regarding theour 2024outstanding Creditdebt Agreement, the 2028 Notes, the 2029 Notes and the 2030 Notesobligations is included in Note 6 — Debt in the Notes to Consolidated Financial Statements.

Natural disasters, pandemics, terrorist acts, war, actions by governments, and other geopolitical activities could disrupt our operations. We operate in numerous U.S. and international locations, and we have offices in a number of major cities across the globe. The occurrence of, or concerns related to, a major weather event, earthquake, hurricane, flood, drought, volcanic activity, disease or pandemic, or other natural disaster could significantly disrupt our operations. In addition, acts of civil unrest, failure of critical infrastructure, terrorism, war and armed conflict (including the ongoing conflicts in the Middle East, Ukraine and Russia),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. Such events could cause delays in initiating or completing sales, impede delivery of our products and services to our clients, disrupt or shut down the internet or other critical client-facing and business processes, impede the travel of our personnel and clients, dislocate our critical internal functions and personnel, and in general harm our ability to conduct normal business operations, any of which can negatively impact our financial condition and operating results. Such events could also impact the timing and budget decisions of our clients, which could materially adversely affect our business.

We are subject to risks from operating globally. We have clients in approximately 90 countries and territories and a substantial amount of our revenue is earned outside of the United States. Our operating results are subject to all of the risks typically inherent in international business activities, including general political and economic conditions in each country, challenges in staffing and managing foreign operations, changes in regulatory requirements, compliance with numerous and complex foreign laws and regulations, currency restrictions and fluctuations, the difficulty of enforcing client agreements, collecting accounts receivable and protecting intellectual property rights including against economic espionage in international jurisdictions. Further, we rely on local distributors or sales agents in some international locations. If any of these arrangements are terminated by our agent or us, we may not be able to replace the arrangement on beneficial terms or on a timely basis, or clients of the local distributor or sales agent may not want to continue to do business with us or our new agent. Additionally, 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 interest rates and recession. In its recent report, Global EconomicsEconomic Prospects, January 2025,2026, the World Bank reported that globalnoted growth is projected to holdease steadyto at2.6%, 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 2025-26.2027, as domestic demand benefits from earlier monetary policy easing and trade improves amid declining uncertainty. The report notes globalthat near-term risks are tilted to the downside, observing growth iscould stabilizingfalter asif trade tensions escalate, barriers rise further, or financial market sentiment deteriorates amid asset price declines, fiscal concerns, or inflation returnssurprises. closerOn the upside, firms’ adaptability to targetsnew trade conditions could support growth, and monetary easing supportsAI-related activity incould 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.broaden. A downturn in growth could negatively and materially affect future demand for our products and services in general, in certain geographic regions, in particular countries, or industry sectors, or could reduce demand for our in-person conferences. In addition, U.S. federal, state and local government spending limits have reduced, and may reducecontinue 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. Such difficulties could negatively impact our ability to maintain or improve the various business measurements we utilize (which are defined in this Annual Report), such as contract value and consulting backlog growth, client retention, wallet retention, consulting utilization rates, and the number of attendees and exhibitors at our conferences and other meetings. Failure to achieve acceptable levels of these indicators or improve them will negatively impact our financial condition, results of operations, and cash flows.

We face significant competition and our failure to compete successfully could materially adversely affect our results of operations, financial condition, and cash flows. The markets for our products and services are characterized by intense competition and we face direct competition from a significant number of independent providers of information products and services, including information available on the internet free of charge. We also compete indirectly against consulting firms and other data and information providers, including electronic and print media companies, some of which have greater financial, information gathering and marketing resources than we do. These indirect competitors could also choose to compete directly with us in the future. In addition, low barriers to entry exist in the markets in which we do business. As a result, new competitors may emerge, and existing competitors may start to provide additional or complementary services. Additionally, technological advances may provide increased competition from a variety of sources. 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.

There can be no assurance that we will be able to successfully compete against current and future competitors and our failure to do so will result in loss of market share, diminished value in our products and services, reduced pricing and increased marketing expenditures. Furthermore, we will not be successful if we cannot compete effectively on quality of research and analysis,insights, timely delivery of information, customer service, the ability to offer products to meet changing market needs for information and analysis, or price.

We are exposed to volatility in foreign currency exchange rates from our international operations. A significant portion of our revenues are typically derived from sales outside of the United States. Revenues earned outside the United States are typically transacted in local currencies, which may fluctuate significantly against the U.S. dollar.dollar as a result of various factors, including geopolitical and events such as war, trade disputes, tariffs, economic sanctions, and market volatility. While we use forward exchange contracts to a limited extent to seek to mitigate foreign currency risk, our revenues and results of operations could be adversely affected by unfavorable foreign currency fluctuations.

Sustainability commitments, regulatory requirements or failure to meet stakeholder expectations in ESG could harm our reputation. We have committedset tonear-term achieveenvironmental net-zerotargets greenhousethat gashave emissionsbeen approved by 2035 in accordance with the SBTi'sScience-Based Net-ZeroTargets Standard.Initiative The (SBTi has approved Gartner’s near-term science-based emissions reductions targets.). Our ability to achieve these goals is subject to numerous risks outside of our control. In addition, standards and processes for measuring and reporting carbon emissions and other sustainability metrics may change over time, and may result in inconsistent data, or could result in significant revisions to our strategies and targets, or our ability to achieve them. Our failure or perceived failure to achieve them or continue practices that meet evolving, and sometimes conflicting, stakeholder expectations in ESG could harm our reputation, adversely affect our ability to attract and retain employees or clients and expose us to increased scrutiny from investors and regulatory authorities.

Our failure to comply with complex U.S. and foreign laws and regulations could have a material adverse effect on our operations or financial condition. Our business and operations may be conducted in countries where corruption has historically penetrated the economy. It is our policy to comply, and to require our local partners, distributors, agents, and those with whom we do business to comply, with all applicable anti-bribery and anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, regulations established by the Office of Foreign Assets Control (OFAC) and with applicable local laws of the foreign countries in which we operate. There can be no assurance that all of our employees, contractors and agents will comply with the Company’s policies that mandate compliance with these laws. Any determination or allegations, even if unfounded, that we have violated or are responsible for violations of these laws, even if inadvertent, could be costly and disrupt our business, which could have a material adverse effect on our business, results of operations, financial condition, liquidity and cash flows, as well as on our reputation.

In addition, continuously evolving data protection laws and regulations, such as the EuropeanGDPR, Union General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA) and CaliforniaCPRA, Privacy Rights Act (CPRA), the Brazilian General Data Protection Law (LGPD),LGPD, the Chinese Cybersecurity, Data Security and Personal Information laws and other new and proposed data protection laws, pose increasingly complex compliance challenges. We have implemented programs designed to address the GDPR, CCPA, CPRA and LGPD compliance programs,LGPD, as well as policies and processes to comply withaddress the applicable Chinese data protection laws. InMore thegenerally, meantime, Gartner will continue towe maintain and rely upon our comprehensive global data protection compliance program, which includes administrative, technical, and physical controls designed to safeguard our associates’ and clients’ personal data. The interpretation and application of these laws and regulations in the United States, the EU, China and elsewhere are often uncertain, inconsistent and ever changing. ComplyingOur efforts to comply with these various laws and regulations could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business.

We face risks related to the regulation of AI and other evolving technologies. The growing use of AI tools has led to the introduction of new laws and regulations in some of the areas where we operate. These laws and regulations vary between jurisdictions and are subject to change and evolving interpretations. As we expand our products and services and develop our business models, we have faced, and may continue to face, shifting regulations. Our ability to adopt new technologies, including AI, and to innovate for our customers andcustomers, manage our business and to protect our intellectual property could be adversely impacted by the evolving regulatory environment. For instance, the EU Artificial Intelligence Act ("“EU AI Act"”) entered into force on August 1, 2024 and will governgoverns AI systems that impact individuals in the EU. Complying with the EU AI Act and similar emerging laws may impose significant costs on our business and may necessitate changes to certain business practices to ensure compliance.practices.

We face risks related to taxation. We are a global company and a substantial amount of our earnings is generated outside of the United States and taxed at rates other than the U.S. statutory federal income tax rate. Our effective tax rate, financial position and results of operations could be adversely affected by earnings being higher than anticipated in jurisdictions with higher statutory tax rates and, conversely, lower than anticipated in jurisdictions that have lower statutory tax rates, by changes in the valuation of our deferred tax assets and/or by changes in tax laws or accounting principles and their interpretation by relevant authorities. Corporate tax reform, base-erosion efforts and tax transparency continue to be high priorities in many countries. The Organization for Economic Co-operation and Development (“the OECD”) has issued various tax proposals that include a two-pillar approach to global taxation (BEPS 2.0/ “Pillar Two”), focusing on global profit allocation and a 15% global corporate minimum tax rate. Several countries in which Gartner does business have proposed or enacted new laws to align with OECD Pillar Two proposals. The minimum tax is treated as a current cost beginning in 2024 and does not have a significant impact on the Company’s effective tax rate for the current period. Significant details around the provisions are still uncertain as the OECD and participating countries continue to work on defining the underlying rules and administrative procedures. Enactment of this and similar legislation could significantly increase our tax obligations in countries where we do business. These actual, potential, and other changes, both individually and collectively, could materially increase our effective tax rate and negatively impact our financial position, results of operations, and cash flows. We will continue to monitor and reflect the impact of such legislative changes in future financial statements as appropriate.

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: theour impactability 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 generalcompetitive economicpressures; conditions,our including inflation (and related monetary policy by governments in responseability to inflation),grow onor economicsustain activityrevenue andfrom individual customers; our operations; changes in macroeconomic and market conditions and market volatility, including interest rates and the effect on the credit markets and accessability to capital;expand theor impactretain ofour globalcustomer economic and geopolitical conditions, including inflation, and recessionbase; 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 pay our debt obligations; our ability to maintain and expand our products and services; our ability to expand or retain our customer base; our ability to grow or sustain revenue from individual customers; our ability to attract and retain a professional staff of research analysts and consultants as well as experienced sales personnel upon whom we are dependent, especially in light of labor competition; our ability to achieve continued customer renewals and achieve new contract value, backlog and deferred revenue growth in light of competitive pressures; our ability to successfully compete with existing competitors and potential new competitors; our ability to enforce and protect our intellectual property rights; the impact of cybersecurity incidents or other disruptions to our information systems; our ability to keeppay paceour withdebt technologicalobligations; developmentsthe impact of global economic and geopolitical conditions, including inflation (and related monetary policy by governments in artificialresponse intelligenceto (“AI”inflation) and complyrecession; uncertain effects, both direct and indirect, of changes and volatility in tariffs and trade policies; risks associated with evolvingthe AIcreditworthiness, regulationsbudget 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 conflicttensions in the Middle East, the war in Ukraine and current and future sanctions imposed by governments or other authorities; the impact of restructuring and other charges on our businesses and operations; cybersecurity incidents or other disruptions to our information systems; risks associated with the creditworthiness, budget cuts, and shutdown of governments and agencies; our ability to meet sustainability commitments and comply with applicable regulatory requirementsrequirements, 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 this Annual Report on Form 10-K, which is incorporated herein by reference.

Gartner, Inc. (NYSE: IT) delivers actionable, objective insightbusiness and technology insights that drivesdrive smarter decisions and stronger performance on an organization’s mission-critical priorities.

We are a trusted advisor and an objective resource for closeover to 14,00013,000 enterprises in approximately 90 countries and territories — across all major functions, in every industry and enterprise size.

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

•ResearchInsights equips executives and their teams from every functionmajor function, geography, industry and across all industriessector with actionable, objective insight,insights, guidance and tools. Our experienced experts deliver allproprietary thisinsights valuethat are informed by athoroughly combination ofvetted practitioner-sourced and data-driven research to help our clients address their mission criticalmission-critical priorities.

•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 insightinsights and guidance.

•Consulting serves senior executives leading technology-driven strategic initiatives leveraging the power of Gartner’s actionable, objective insight. Through custom analysis and on-the-ground support we enable optimized technology investments and stronger performance on our clients’ mission criticalmission-critical priorities.

Recent EventDevelopments

The fundamentals of our strategy include a focusfocusing 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 $6.3$6.5 billion in 2024,2025, an increase of 6%4% compared to 20232024 on both a reported basis and 3% excluding the foreign currency impact. Net income increaseddecreased to $0.7 billion in 2025 from $1.3 billion in 2024 from $882.5 million in 2023 and diluted earnings per share was $9.65 in 2025 compared to $16.00 in 2024. The decrease in 2025 is primarily due to the goodwill impairment loss in 2025, the gain on event cancellation insurance claims in 2024 comparedand toan $11.08increase in 2023.the provision for income taxes.

ResearchInsights revenues increased to $5.1 billion in 2024,2025, an increase of 5% compared to 20232024 on both a reported basis and 4% excluding the foreign currency impact. The ResearchInsights gross contribution margin was 74%77% in both 20242025 and 2023.2024. Contract value was $5.3$5.2 billion at December 31, 2024,2025, an increase of 8%1% compared to December 31, 20232024 on a foreign currency neutral basis.

Conferences revenues increased to $583.2$644.7 million in 2024,2025, an increase of 15%11% compared to 20232024 on both a reported basis and 9% excluding the foreign currency impact. The Conferences gross contribution margin was 48%50% and 50%48% in 20242025 and 2023,2024, respectively. We held 5153 and 4751 in-person conferences in 20242025 inand 2023,2024, respectively.

Consulting revenues increaseddecreased to $558.5$552.5 million in 2024,2025, ana increasedecrease of 9%1% compared to 20232024 on both a reported basis and 2% excluding the foreign currency impact. The Consulting gross contribution margin was 36%34% and 35%36% in 20242025 and 2023,2024, respectively. Backlog was $191.5$173.7 million at December 31, 2024.2025.

•ResearchInsights revenues are mainly derived from subscription contracts for researchinsights products. The related revenues are deferred and recognized ratably over the applicable contract term. Fees derived from assisting organizations in selecting the right business software for their needs are recognized when the leads are provided to vendors.

The majority of our ResearchInsights contracts are billable upon signing, absent special terms granted on a limited basis from time to time. ResearchInsights contracts are generally non-cancelable and non-refundable, except for government contracts that may have cancellation or fiscal funding clauses. Generally, it is our policy to record the amount ofWhen a subscription contract that is invoiced, we record the billable amount as a fee receivablereceivable, atrepresenting theour timelegally theenforceable contractright isto signedpayment. with aThe corresponding amount is recognized as deferred revenue becauseuntil the contractunderlying 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 aour legallyright enforceableto claim.payment for services already delivered but not yet billed. Fees derived from assisting organizations in selecting the right business software for their needs are recognized when the leads are provided to vendors.

Accounting for income taxes — We use the asset and liability method of accounting for income taxes. We estimate our income taxes in each of the jurisdictions where we operate. This process involves estimating our current tax expense or benefit together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheets. When assessing the realizability of deferred tax assets, we consider if it is more likely than not that some or all of the deferred tax assets will not be realized. In making this assessment, we consider the availability of loss carryforwards, projected reversals of deferred tax liabilities, projected future taxable income, and ongoing prudent and feasible tax planning strategies. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained based on the technical merits of the position. Recognized tax positions are measured at the largest amount of benefit with greater than a 50% likelihood of being realized. We use estimates in determining the amount of unrecognized tax benefits associated with uncertain tax positions. Significant judgment is required in evaluating tax law and measuring the benefits likely to be realized. Uncertain tax positions are periodically re-evaluated and adjusted as more information about their ultimate realization becomes available. 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 for 20242025 were $6.3$6.5 billion, an increase of $360.5$229.8 million compared to 2023,2024, or 6%4% on both a reported basis and 3% excluding the foreign currency impact. The tables below present (i) revenues by geographic region (based on where the sale is fulfilled) and (ii) revenues by segment for the years indicated (in thousands).

Cost of services and product development was $2.0$2.1 billion in 2024,2025, an increase of $119.8$30.6 million compared to 2023,2024, or 6%2% on both a reported basis and 1% excluding the foreign currency impact. The increase in Cost of services and product development was primarily due to a $82.8$44.1 million increase in personnel expenses associated with headcount and merit increases as well as a $37.0$13.4 million increase in conference expenses due to an increase in the number of conferences.conferences, partially offset by a decrease in product and content delivery expenses. Cost of services and product development as a percent of revenues was 32% for both 20242025 and 2023.2024.

Selling, general and administrative (“SG&A”) expense was $2.9$3.1 billion in 2024,2025, an increase of $183.3$182.8 million compared to 2023,2024, or 7%6% on both a reported basis and excluding the foreign currency impact. The increase in SG&A during the year ended December 31, 2024,2025, as compared to the prior fiscal year, was primarily a result of a $165.4$150.1 million increase in personnel expenses due to increasedmerit headcountincreases and merithigher increases.average headcount, as well as a $56.6 million increase in workforce reduction expenses.

The number of quota-bearing sales associates in Global Technology Sales increaseddecreased by 4%3% to 3,8043,704 and in Global Business Sales increaseddecreased by 9%1% to 1,298,1,280, compared to December 31, 2023.2024. On a combined basis, the total number of quota-bearing sales associates increaseddecreased by 6%2% when compared to December 31, 2023.2024. SG&A expense as a percent of revenues was 47% and 46% during both 20242025 and 2023.2024, respectively.

Depreciation increased by 14%5% during 20242025 compared to 2023.2024. The increase for the year ended December 31, 20242025 was primarily due to increased software additions during the2025 lastand twelve months.2024.

Amortization of intangibles decreased by 2%9% during 20242025 compared to 2023.2024 primarily due to certain intangible assets that became fully amortized in 2025.

Operating income was $1.16$1.03 billion and $1.24$1.16 billion during 20242025 and 2023,2024, respectively. The 7%11% decrease in operating income was primarily due to the gaingoodwill fromimpairment saleloss of divested$150.0 operationmillion, recognizedas duringwell theas prioran year period, and increasesincrease in cost of services and product development and selling, general and administrative expenses, partially offset by increased revenue.revenues.

Interest expense, net decreased by $24.8$8.9 million during 20242025 compared to 2023.2024. The decrease in interest expense, net was due to reduced interest expense on our interest rate swaps as well as 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 year ended December 31, 2024 reflected proceeds from a settlement agreement to resolve litigation concerning the Company's event cancellation insurance for 2020 and 2021. The settlement resolved all remaining 2020 and 2021 event cancellation insurance claims. 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.

Other income, net for the years presented herein included the net impact of foreign currency gains and losses from our hedging activities, as well as sales of certain state tax credits and the recognition of othercertain tax incentives. During both 20242025 and 2023,2024, Other income, net included a $3.9gain of $0.5 million gainand $3.9 million, respectively, on de-designated interest rate swaps.

Provision for income taxes was $133.7$238.9 million and $264.7$133.7 million during 20242025 and 2023,2024, respectively, with an effective income tax rate of 9.6%24.7% and 23.1%9.6% for 20242025 and 2023,2024, respectively. The decrease2024 inprovision thefor income taxes and effective income tax rate inwere 2024lower than 2025 was primarilydue the result ofto net tax benefits of approximately $161.9 million recognized in 2024 as a result of an intercompany transfer of certain intellectual property in December 2024. Note 12 — Income Taxes in the Notes to Consolidated Financial Statements provides additional information regarding the Company’s income taxes.

Net income was $1.3$0.7 billion and $882.5$1.3 millionbillion during 20242025 and 2023,2024, respectively. Additionally, our diluted net income per share increaseddecreased by $4.92$6.35 in 20242025 compared to 2023.2024. The increasedecrease in net income during 20242025 was primarily due to the goodwill impairment loss, the gain on event cancellation insurance claims,claims asin well as2024, an increase in revenueoperating expenses and lowera higher provision for income taxes and interest expense, net,taxes, partially offset by thean gainincrease fromin sale of divested operation recognized during the year ended December 31, 2023 and increased operating expenses.revenues.

The sections below present the results of the Company’s three businessreportable segments – Research,Insights, Conferences and Consulting, as described below.

ResearchInsights revenues increased by $238.6$243.5 million during 20242025 compared to 2023,2024, or 5% on both a reported basis and 4% excluding the foreign currency impact. The increase in revenues during 20242025 was primarily due to ResearchInsights contract value growth in 2023.2024. The gross contribution margin was 74%77% in both 20242025 and 2023,2024, as the increase in revenue and decreased research program expenses werewas offset by an increase in personnel expenses to support future growth.expenses.

Contract value increased to $5.3$5.2 billion at December 31, 2024,2025, or 8%1% compared to December 31, 20232024 on a foreign currency neutral basis. AllApproximately half of industry sectors grew at mid single-digit rates or faster,faster. other than media. The fastest growthGrowth was inled by the manufacturing,energy, healthcarebanking and technology sectors, partially offset by a double digit decrease in public sectors.sector, primarily related to the US federal government. Global Technology Sales (“GTS”) contract value increaseddecreased by 7%slightly at December 31, 20242025 when compared to December 31, 2023.2024. The increasedecrease in GTS contract value was primarily due to newdecreased businessspending from existing clients. GTS contract value increased by at least mid single-digitssingle-digit rates for nearlyall allcommercial enterprise sizes and mid-single digits or faster for the majority of industry sectors. Global Business Sales (“GBS”) contract value increased by 12%3% year-over-year, alsoyear-over-year primarily driven by new business from existingnew clients. The majority of our GBS practices achieved double-digitmid single-digit rates or faster growth rates, with all commercial enterprise sizes and the majority of sectors also growing double-digitsmid single-digit rates or faster year-over-year. Public sector contract value decreased by double digits and high single digits for GTS and GBS, respectively.

GTS client retention was 84%85% and 83%84% as of December 31, 20242025 and 2023,2024, respectively, while wallet retention was 102%96% and 101%,102%, as of December 31, 20242025 and 2023,2024, respectively. GBS client retention was 86% and 87% as of both December 31, 20242025 and 2023,2024, respectively, while wallet retention was 106%99% and 107%106% as of December 31, 20242025 and 2023,2024, 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 revenues increased by $78.1$61.5 million during 20242025 compared to 2023,2024, or 15%11% on both a reported basis and 9% excluding the foreign currency impact. We held 53 and 51 in-person destination conferences during the yearyears ended December 31, 2024.2025 Weand held2024, 47 in-person conferences during the year ended December 31, 2023.respectively. The increase in revenues for the year ended December 31, 20242025 was primarily due to an increase of 15% in both exhibitor revenue and attendee revenue compared to the same period in 2023.2024. The segment gross contribution margin was 48%50% and 50%48% in 20242025 and 2023,2024, respectively. The lowerhigher gross contribution margin during 20242025 was primarily the result of the increase in revenue, partially offset by an increase in conference-related expenses and increased headcount partially offset by the increase in revenue.expenses.

Consulting revenues increaseddecreased 9%by $6.0 million during 20242025 compared to 20232024, or 1% on both a reported basis and 2% excluding the foreign currency impact. The increasedecrease in revenues on a reported basis was due to a 5% increasedecrease in labor-based consulting, andpartially offset by a 21%11% increase in contract optimization. Contract optimization revenue may vary significantly and, as such, 20242025 revenues may not be indicative of future results. The segment gross contribution margin was 36%34% and 35%36% in 20242025 and 2023,2024, respectively. The increasedecrease in gross contribution margin during 20242025 was primarily due to the decrease in revenue, as well as an increase in revenue.personnel expenses.

Backlog increaseddecreased by $28.5$13.5 million, or 17%,7%, from December 31, 20232024 to December 31, 2024.2025.

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 ResearchInsights segment, which is our largest business segment and historically has constituted a significant portion of our total revenues. The majority of our ResearchInsights 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 an installment paymentpayments of $24.0 million during each of the fourth quarter of 2024,2024 and will make an equal installment payment during 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 43%57% held overseas at December 31, 2024. 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.2025. 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.

Cash provided by operating activities was $1.5$1.3 billion and $1.2$1.5 billion in 20242025 and 2023,2024, respectively. The year-over-year increasedecrease was primarily due to the $300.0 million of insurance proceeds received during 20242024, aspartially welloffset asby reducedthe netimproved cashtiming interestof expensecollections and increasedlower operatingincome income,tax excluding the 2023 gain from sale of divested operation.payments.

Cash (used in) provided by investing activities was $(103.7)$115.1 million and $54.2$103.7 million in 20242025 and 2023,2024, respectively. The decreaseyear-over-year from 2023 to 2024increase was primarily the result of thehigher $161.1leasehold millionimprovements in proceeds received from the sale of our TalentNeuron business in February 2023.expenditures.

Cash used in financing activities was $0.7$1.4 billion and $0.6$0.7 billion in 20242025 and 2023,2024, respectively. During the 2025 period, we used $2.0 billion of cash for share repurchases. In November 2025, we issued $350.0 million of senior notes due in 2031 and $450.0 million of senior notes due in 2035. A portion of the proceeds were used to repay the $274.4 million then outstanding under the 2024 Credit Agreement. During the 2024 period, we used $0.7 billion of cash for share repurchases. In March 2024, we borrowed $274.4 million under the 2024 Credit Agreement. The initial borrowing was used to repay the outstanding amounts under the 2020 Credit Agreement. During the 2023 period, we used $0.6 billion for share repurchases and paid a net $7.8 million in debt principal repayments.

(1)Principal repayments of the Company’s debt obligations were classified in the above table based on the contractual repayment dates. Interest payments were based on the effective interest rates as of December 31, 2024.2025. Commitment fees were based on unused balances and commitment rates as of December 31, 2024.2025. Note 6 — Debt in the Notes to Consolidated Financial Statements provides information regarding the Company’s debt obligations and interest rate swap contracts.obligations.

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 and industry 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; 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 related monetary policy by governments in response to inflation) and recession; uncertain effects, both direct and indirect, of changes and volatility in tariffs and trade policies; 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 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; 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 2025 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 2025 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 reviewrevise or update these forward-looking statements to reflect events or circumstances as they occur.

In February 2026, we completed the sale of ourthe Digital Markets business, for approximately $104.8 million net of cash transferred, subject to post-close adjustments. We recorded a pre-tax gain of $6.1$5.4 million on the sale, which is included in Gain from sale of divested operation in the Consolidated Statement of Operations during the threesix months ended MarchJune 31,30, 2026. The Digital Markets business represented the entirety of our Other segment.

We had total revenues of $1.5$1.7 billion during the firstsecond quarter of 2026, a decrease of 2%1% compared to the firstsecond quarter of 2025. The decrease was primarily due to the sale of ourthe Digital Markets business in February 2026. During the firstsecond quarter of 2026, compared to the firstsecond quarter of 2025, Insights revenues increased by 3%,2%, Conferences revenues increased by 8%,15%, and Consulting revenues decreased by 15%.9%. For a more complete discussion of our results by segment, see Segment Results below.

For the firstsecond quarter of 2026 and 2025, we had net income of $222.3$275.5 million and $210.9$240.8 million, respectively, and diluted net income per share of $3.18$4.14 and $2.71,$3.11, respectively. Cash provided by operating activities was $391.0$789.3 million and $313.5$697.1 million during the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. As of MarchJune 31,30, 2026, we had $1.7$1.5 billion of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on our revolving credit facility. For a more complete discussion of our cash flows and financial position, see the Liquidity and Capital Resources section below.

Total revenues for the three months ended MarchJune 31,30, 2026 were $1.5$1.7 billion, a decrease of $23.1$10.5 million, or 2%1% compared to the same period in 2025 on a reported basis and 4%2% excluding the foreign currency impact. Total revenues for the six months ended June 30, 2026 were $3.2 billion, a decrease of $33.6 million, or 1% compared to the same period in 2025 on a reported basis and 3% excluding the foreign currency impact. The decrease was primarily due to the sale of ourthe Digital Markets business in February 2026. Refer to the section of this MD&A below entitled “Segment Results” for a discussion of revenues and results by reportable segment.

Cost of services and product development was $429.3$486.9 million during the three months ended MarchJune 31,30, 2026, a decrease of $45.7$44.8 million compared to the same period in 2025, or 10%8% on a reported basis and 11%9% excluding the foreign currency impact. The decrease in Cost of services and product development during the three months ended MarchJune 31,30, 2026 was primarily due to a $25.8$22.8 million decrease in product and content delivery expenses principally as a result of the sale of ourthe Digital Markets business in February 2026, in addition to a $20.0$22.8 million decrease in personnel expenses due to lower headcount. Cost of services and product development as a percent of revenues was 28%29% and 31%32% for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Cost of services and product development was $916.2 million during the six months ended June 30, 2026, a decrease of $90.5 million compared to the same period in 2025, or 9% on a reported basis and 10% excluding the foreign currency impact. The decrease in Cost of services and product development during the six months ended June 30, 2026 was primarily due to the same factors that caused the year-over-year quarterly decrease, with a $48.7 million decrease in product and content delivery expenses, in addition to a $42.8 million decrease in personnel expenses. Cost of services and product development as a percent of revenues was 29% and 31% for the six months ended June 30, 2026 and 2025, respectively.

Selling, general and administrative (“SG&A”) expense was $726.3$764.6 million during the three months ended MarchJune 31,30, 2026, a decrease of $4.0$12.3 million compared to the same period in 2025, or 2% on both a reported basis and excluding the foreign currency impact. The decrease in SG&A expense during the three months ended June 30, 2026 was primarily due to reduced severance expenses. SG&A expense was $1.5 billion during the six months ended June 30, 2026, a decrease of $16.3 million compared to the same period in 2025, or 1% on a reported basis and 3% excluding the foreign currency impact. The decrease in SG&A expense during the threesix months ended MarchJune 31,30, 2026 was primarily due to reducedthe facility-relatedsame expenses.factor that caused the year-over-year quarterly decrease. The number of quota-bearing sales associates in Global Technology Sales decreased by 3% to 3,5843,581 and in Global Business Sales, decreased by 4%3% to 1,2821,293 compared to MarchJune 31,30, 2025. On a combined basis, the total number of quota-bearing sales associates decreased by 3% when compared to MarchJune 31,30, 2025. SG&A expense as a percent of revenues was 48%46% during both the three months ended MarchJune 31,30, 2026 and 2025. SG&A expense as a percent of revenues was 47% during both the six months ended June 30, 2026 and 2025.

Depreciation decreased by 12%18% and 15% during the three and six months ended MarchJune 31,30, 2026, respectively, compared to the same periodperiods in 2025. The decreasedecreases for both the three and six months ended MarchJune 31,30, 2026 waswere primarily due to the sale of ourthe Digital Markets business in February 2026.

Amortization of intangibles decreased by 8%1% and 5% during the three and six months ended MarchJune 31,30, 2026, compared to the same periodperiods in 2025, due to certain intangible assets becoming fully amortized in 2025.

Gain from sale of divested operation of $6.1$5.4 million during the six months ended June 30, 2026 was attributable to the sale of ourthe Digital Markets business in February 2026.

Operating income was $316.1$378.5 million and $278.0$327.1 million during the three months ended MarchJune 31,30, 2026 and 2025, respectively. Operating income was $694.6 million and $605.1 million during the six months ended June 30, 2026 and 2025, respectively. The increase in operating income for both the three and six months ended MarchJune 31,30, 2026 as compared to the prior year periodperiods was primarily due to the reduction in operating expenses, as well as the gain on sale of our Digital Markets business in February 2026.expenses.

Interest expense, net increased by $7.6$10.5 million and $18.1 million during the three and six months ended MarchJune 31,30, 2026, respectively, compared to the same period in 2025. The increase for the three and six months ended MarchJune 31,30, 2026 was due to a decrease in interest income, as a result of lower average cash balances and lower interest rates than the prior year as well as an increase in interest expense related to the issuance of our 2031 and 2035 Notes, which were issuedNotes in November 2025.

The provision for income taxes was $70.1$79.1 million and $56.1$77.0 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The effective income tax rate was 24.0%22.3% and 21.0%24.2% for the three months ended MarchJune 31,30, 20262026, and 2025, respectively. The increasedecrease in the effective income tax rate in the current period was primarily dueattributable to a favorable change in the forecasted geographic mix of earnings compared to the unfavorablesame impactperiod ofin stock-based compensation, partially offset by the favorable release of reserves upon the resolution of the related inquiries.2025.

Net income for the three months ended MarchJune 31,30, 2026 and 2025 was $222.3$275.5 million and $210.9$240.8 million, respectively, while net income for the six months ended June 30, 2026 and 2025 was $497.8 million and $451.7 million, respectively. Our diluted net income per share during the three and six months ended MarchJune 31,30, 2026 increased by $0.47.$1.03 and $1.47, respectively. The increase in net income during both the three and six months ended MarchJune 31,30, 2026 was primarily due to a decrease in operating expenses, partially offset by a decrease in revenues.revenues and an increase in interest expense, net. The increase in diluted net income per share during the three and six months ended June 30, 2026 was also driven by the decrease in diluted weighted average shares outstanding during 2026, as compared to the same periods in 2025.

(3)Contract values are on a foreign currency neutral basis. Contract values as of MarchJune 31,30, 2025 have been calculated using the same foreign currency rates as 2026.

Insights revenues increased by $38.6$26.4 million during the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, or 2% on a reported basis and 1% excluding the foreign currency impact. For the six months ended June 30, 2026, Insights revenue increased by $65.0 million compared to the same period in 2025 or 3% on a reported basis and nearlyabout flat excluding the foreign currency impact. The segment gross contribution margin was 78%77% and 77%76% for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and 78% and 76% for the six months ended June 30, 2026 and 2025, respectively.

Contract value increased to $5.3 billion at MarchJune 31,30, 2026, or 1%2% compared to MarchJune 31,30, 2025 excluding the foreign currency impact. Approximately half of industry sectors grew mid single-digit rates. Growth was led by the banking and energy sectors, partially offset by a highmid single digitsingle-digit decrease in public sector, primarily related to the USU.S. federal government. Global Technology Sales (“GTS”) contract value increased slightlyby 1% at MarchJune 31,30, 2026 when compared to MarchJune 31,30, 2025. The slightmodest increase in GTS contract value was primarily due to business from new clients. GTS contract value increased by mid single-digit rates for nearly all commercial enterprise sizes and mid-single digits for half of industry sectors. Global Business Sales (“GBS”) contract value increased by 3% year-over-year, primarily driven by business from new clients. The majority of our GBS practices achieved mid single-digit rates or faster growth rates, with all commercial enterprise sizes and the majorityhalf of sectors also growing mid single-digit rates or faster year-over-year. Public sector contract value decreased by highmid single digitssingle-digits and midlow single digitssingle-digits for GTS and GBS, respectively.

GTS client retention was 85% and 84% as of MarchJune 31,30, 2026 and 2025, respectively, while wallet retention was 97% and 101%99% as of MarchJune 31,30, 2026 and 2025, respectively. GBS client retention was 86% and 87% as of bothJune March 31,30, 2026 and 2025, respectively, while wallet retention was 98%99% and 105%,104%, respectively. The decrease in GTS and GBS wallet retention was largely due to lower levels of spending by existing clients compared to the same period in 2025.

Conferences revenues increased by $5.7$32.8 million during the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, or 8%15% on a reported basis and 6%14% excluding the foreign currency impact. The increase in revenues for the three months ended MarchJune 31,30, 2026 was primarily due to higher exhibitor revenue, as well as an increase in attendee revenue. We held 1018 and 19 destination conferences during both the three months ended MarchJune 31,30, 2026 and 2025.2025, respectively. Gross contribution increased to $30.4$145.2 million during the three months ended MarchJune 31,30, 2026 compared to $27.4$121.4 million in the same period last year. The increase in gross contribution during the three months ended MarchJune 31,30, 2026 was primarily the result of the increase in revenues.

(2)Backlog is on a foreign currency neutral basis. Backlog as of MarchJune 31,30, 2025 has been calculated using the same foreign currency rates as 2026.

Consulting revenues decreased by 15%9% during the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 on both a reported basis and 17% excluding the foreign currency impact, with a decrease in labor-based consulting revenue of 13% and aan decreaseincrease in contract optimization revenue of 19%,1%, each on a reported basis. The primary regions driving the decrease in revenue compared to the prior year period were theJapan Unitedand States,Europe, Middle East and Africa (“EMEA”), principally in the publiccommercial sector, and Japan.sector. Contract optimization revenue may vary significantly and, as such, revenues for the firstsecond quarter of 2026 may not be indicative of results for the remainder of 2026 or beyond. The segment gross contribution margin was 31%38% and 38%40% for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The decrease in gross contribution margin for the three months ended MarchJune 31,30, 2026 was primarily due to the decrease in revenues.

Backlog decreasedincreased by $18.9$17.9 million, or 9%, from MarchJune 31,30, 2025 to MarchJune 31,30, 2026, excluding the foreign currency impact.

We finance our operations through cash generated from our operating activities and, to a lesser extent, borrowings. Note 8 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations. At MarchJune 31,30, 2026, we had $1.7$1.5 billion of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on the revolving credit facility under our 2024 Credit Agreement. We believe that the Company has adequate liquidity to meet its currently anticipated needs for both the next twelve months and the foreseeable future.

Our cash and cash equivalents are held in numerous locations throughout the world with 60%71% held outside the U.S. at MarchJune 31,30, 2026. We continue to assert our intention to reinvest substantially all remaining accumulated undistributed foreign earnings, except in instances where repatriation would result in minimal additional tax.

Cash provided by operating activities was $391.0$789.3 million and $313.5$697.1 million during the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The year-over-year increase was primarily due to the increase in net income as well as the improved timing of collections partially offset by higher income tax payments.collections.

Cash provided by (used in) investing activities was $84.4$64.5 million and $(25.661.8) million during the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The change from 2025 to 2026 was primarily the result of the proceeds from the sale of ourthe Digital Markets business in February 2026.2026, as well as lower capital expenditures, principally the result of lower leasehold improvements spending.

Cash used in financing activities was $527.5$1.1 millionbillion and $152.9$419.7 million during the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. We used $534.6$1.1 millionbillion and $162.7$437.2 million of cash for share repurchases during the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

As of MarchJune 31,30, 2026, the Company had $3.0 billion of principal amount of debt outstanding. Note 8 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations. 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.

From January 1, 2026 through MarchJune 31,30, 2026, the Company has not entered into any material off-balance sheet arrangements or transactions with unconsolidated entities or other persons.