GARTNER INC (IT)

CIK: 0000749251. SIC: 8741 Services-Management Services. Latest 10-K as of: 2026-02-12.

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SEC company page: https://www.sec.gov/edgar/browse/?CIK=749251. Latest filing source: 0000749251-26-000112.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-12. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000749251.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

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Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-12. Report date: 2025-12-31.

ITEM 7. 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 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 consolidated financial statements and related notes included in this Annual Report on 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.

This MD&A provides an analysis of our consolidated financial results, segment results and cash flows for 2025 and 2024 under the headings “Results of Operations,” “Segment Results” and “Liquidity and Capital Resources.” For a similar detailed

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discussion comparing 2024 and 2023, refer to those headings under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2024.

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 data 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.

FORWARD-LOOKING STATEMENTS

In addition to historical information, this Annual Report on Form 10-K 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 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 this Annual Report on 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 this Annual Report on Form 10-K. In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. 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 Annual Report on Form 10-K speak only as of the date hereof, and forward-looking statements in documents attached that are incorporated by reference speak only 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.

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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 are a trusted advisor and an objective resource for over 13,000 enterprises in approximately 90 countries and territories — across all major functions, in every industry and enterprise size.

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

•Insights equips executives and their teams from every major function, geography, industry and sector with actionable, objective insights, guidance and tools. Our experts deliver proprietary insights that are informed by thoroughly vetted practitioner-sourced and data-driven research to help our clients address their mission-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 insights 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-critical priorities.

Recent Developments

Our Insights contract value with the US federal government was approximately $126.0 million at December 31, 2025. Less than half of our December 31, 2024 Insights contract value was retained in 2025. In addition to the non-renewals, we have received notices of termination-for-convenience from various US government agencies for approximately $3.0 million of contracts that are primarily scheduled to expire in the first quarter of 2026.

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

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. OBBBA did not have a material impact on our consolidated financial results in the current period. We are currently assessing and will continue to assess and reflect the impact of OBBBA on our future consolidated financial statements as appropriate.

Our most recent annual impairment test of goodwill was a quantitative analysis conducted during the quarter ended September 30, 2025 that indicated an impairment of the Company's Digital Markets reporting unit. During the three months ended September 30, 2025, ongoing weakness in the market as well as changes in our internal organization structure prompted a revision to the long-term earnings forecast for the Digital Markets business. During the year ended December 31, 2025, a goodwill impairment loss of $150.0 million was recognized in the Digital Markets reporting unit. The fair value of that reporting unit was estimated using a combination of the expected present value of future cash flows and market approach.

On January 29, 2026, we entered into a definitive agreement to sell our Digital Markets business. As of December 31, 2025, the assets and liabilities of Digital Markets were considered held for sale, resulting in $106.4 million of assets held for sale and $20.5 million of liabilities held for sale on the Consolidated Balance Sheet. The majority of the held for sale assets were goodwill, property, equipment and leasehold improvements, net and accounts receivable, with carrying amounts of $49.1 million, $26.3 million and $25.2 million, respectively, while the majority of the held for sale liabilities was accounts payable and accrued liabilities, with a carrying amount of $14.2 million.

On February 5, 2026, we completed the sale of Digital Markets for approximately $110.0 million, prior to customary purchase price adjustments.

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BUSINESS MEASUREMENTS

We believe that the following business measurements are important performance indicators for our 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.

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EXECUTIVE SUMMARY OF OPERATIONS AND FINANCIAL POSITION

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

We had total revenues of $6.5 billion in 2025, an increase of 4% compared to 2024 on a reported basis and 3% excluding the foreign currency impact. Net income decreased to $0.7 billion in 2025 from $1.3 billion in 2024 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 and an increase in the provision for income taxes.

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

Conferences revenues increased to $644.7 million in 2025, an increase of 11% compared to 2024 on a reported basis and 9% excluding the foreign currency impact. The Conferences gross contribution margin was 50% and 48% in 2025 and 2024, respectively. We held 53 and 51 in-person conferences in 2025 and 2024, respectively.

Consulting revenues decreased to $552.5 million in 2025, a decrease of 1% compared to 2024 on a reported basis and 2% excluding the foreign currency impact. The Consulting gross contribution margin was 34% and 36% in 2025 and 2024, respectively. Backlog was $173.7 million at December 31, 2025.

Cash provided by operating activities was $1.3 billion and $1.5 billion during 2025 and 2024, respectively. As of December 31, 2025, we had $1.7 billion of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on our revolving credit facility. During 2025, we repurchased 7.0 million shares of the Company’s common stock for an aggregate purchase price of approximately $2.0 billion.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our consolidated financial statements requires the application of appropriate accounting policies and the use of estimates. Our significant accounting policies are described in Note 1 — Business and Significant Accounting Policies in the Notes to Consolidated Financial Statements. Management considers the policies discussed below to be critical to an understanding of our consolidated financial statements because their application requires complex and subjective management judgments and estimates. Specific risks for these critical accounting policies are also described below.

The preparation of our consolidated financial statements requires us to make estimates and assumptions about future events. We develop our estimates using both current and historical experience, as well as other factors, including the general economic environment and actions we may take in the future. We adjust such estimates when facts and circumstances dictate. However, our estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on our best judgment at a point in time and, as such, they may ultimately differ materially from actual results. Ongoing changes in our estimates could be material and would be reflected in the Company’s consolidated financial statements in future periods.

Our critical accounting policies and estimates are described below.

Revenue recognition — Our revenue by significant source is accounted for as follows:

•Insights revenues are mainly derived from subscription contracts for insights products. The related revenues are deferred and recognized ratably over the applicable contract term.

•Conferences revenues are deferred and recognized upon the completion of the related conference or meeting.

•Consulting revenues are principally generated from fixed fee or time and materials engagements. Revenues from fixed fee contracts are recognized as we work to satisfy our performance obligations. Revenues from time and materials engagements are recognized as work is delivered and/or services are provided. Revenues related to contract optimization engagements are contingent in nature and are only recognized upon satisfaction of all conditions related to their payment.

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The majority of our Insights contracts are billable upon signing, absent special terms granted on a limited basis from time to time. Insights contracts are generally non-cancelable and non-refundable, except for government contracts that may have cancellation or fiscal funding clauses. When a subscription contract is invoiced, we record the billable amount as a fee receivable, representing our legally enforceable right to payment. The corresponding amount is recognized as deferred revenue until the underlying services are provided and control is transferred to the customer. In certain instances, we may have satisfied our performance obligations and earned revenue prior to invoicing the customer. In such cases, we record an unbilled receivable, which represents our right to payment for services already delivered but not yet billed. Fees derived from assisting organizations in selecting the right business software for their needs are recognized when the leads are provided to vendors.

Note 1 — Business and Significant Accounting Policies and Note 9 — Revenue and Related Matters in the Notes to Consolidated Financial Statements provide additional information regarding our revenues.

Goodwill and other intangible assets — Our goodwill is evaluated in accordance with FASB ASC Topic 350, which requires goodwill to be assessed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. In addition, an impairment evaluation of our amortizable intangible assets may also be performed if events or circumstances indicate potential impairment. Among the factors that could trigger an impairment review are current operating results that do not align with our annual plan or historical performance; changes in our strategic plans or the use of our assets; restructuring charges or other changes in our business segments; competitive pressures and changes in the general economy or in the markets in which we operate; and a significant decline in our stock price and our market capitalization relative to our net book value.

When performing our annual assessment of the recoverability of goodwill, we initially perform a qualitative analysis evaluating whether any events or circumstances occurred or exist that provide evidence that it is more likely than not that the fair value of any of our reporting units is less than the related carrying amount. If we do not believe that it is more likely than not that the fair value of any of our reporting units is less than the related carrying amount, then no quantitative impairment test is performed. However, if the results of our qualitative assessment indicate that it is more likely than not that the fair value of a reporting unit is less than its respective carrying amount, then we perform a quantitative impairment test.

Evaluating the recoverability of goodwill requires judgments and assumptions regarding future trends and events. As a result, both the precision and reliability of our estimates are subject to uncertainty. Among the factors that we consider in our qualitative assessment are general economic conditions and the competitive environment; actual and projected reporting unit financial performance; forward-looking business measurements; and external market assessments. To determine the fair values of our reporting units for a quantitative analysis, we typically utilize detailed financial projections, which include significant variables, such as projected rates of revenue growth, profitability and cash flows, as well as assumptions regarding discount rates, our weighted average cost of capital and other data.

Our most recent annual impairment test of goodwill was a quantitative analysis conducted during the quarter ended September 30, 2025 that indicated an impairment of our Digital Markets reporting unit. During the three months ended September 30, 2025, ongoing weakness in the market as well as changes in our internal organization structure prompted a revision to the long-term earnings forecast for the Digital Markets business. As a result, during the year ended December 31, 2025 a goodwill impairment loss of $150.0 million was recognized in the Digital Markets reporting unit, which is included in Other for segment reporting purposes. The fair value of that reporting unit was estimated using a combination of the expected present value of future cash flows and market approach. Subsequent to completing our 2025 annual impairment test, no events or changes in circumstances were noted that required an interim goodwill impairment test. Note 1 — Business and Significant Accounting Policies and Note 3 — Goodwill and Intangible Assets in the Notes to Consolidated Financial Statements provide additional information regarding our goodwill and amortizable intangible assets.

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

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to be realized. Uncertain tax positions are periodically re-evaluated and adjusted as more information about their ultimate realization becomes available.

Accounting for stock-based compensation — We account for stock-based compensation awards in accordance with FASB ASC Topics 505 and 718 and SEC Staff Accounting Bulletins No. 107 and No. 110. We recognize stock-based compensation expense, which is based on the fair value of the award on the date of grant, over the related service period. Note 10 — Stock-Based Compensation in the Notes to Consolidated Financial Statements provides additional information regarding stock-based compensation. Determining the appropriate fair value model and calculating the fair value of stock-based compensation awards requires the use of certain subjective assumptions, including the expected life of a stock-based compensation award and our common stock price volatility. In addition, determining the appropriate periodic stock-based compensation expense requires management to estimate the likelihood of the achievement of certain performance targets. The assumptions used in calculating the fair values of stock-based compensation awards and the related periodic expense represent management’s best estimates, which involve inherent uncertainties and the application of judgment. As a result, if circumstances change and we deem it necessary in the future to modify the assumptions we made or to use different assumptions, or if the quantity and nature of our stock-based compensation awards changes, then the amount of expense may need to be adjusted and future stock-based compensation expense could be materially different from what has been recorded in the current period.

A change in any of the terms or conditions of stock-based compensation awards is accounted for as a modification of the award. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the fair value of the awards at the modification date. For vested awards, we recognize incremental compensation cost in the period the modification occurs. For unvested awards, we recognize any incremental compensation expense at the modification date or ratably over the requisite remaining service period, as appropriate. If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost we recognize is the cost of the original award.

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RESULTS OF OPERATIONS

Consolidated Results

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

Year Ended December 31, 2025

Year Ended December 31, 2024

Increase (Decrease)

Percentage Increase

(Decrease)

Total revenues

$

6,497,226 

$

6,267,411 

$

229,815 

4 

%

Costs and expenses:

Cost of services and product development

2,053,575 

2,023,022 

30,553 

2 

Selling, general and administrative

3,067,631 

2,884,814 

182,817 

6 

Depreciation

118,015 

112,083 

5,932 

5 

Amortization of intangibles

82,294 

90,232 

(7,938)

(9)

Acquisition and integration charges

— 

973 

(973)

nm

Goodwill impairment

150,000 

— 

150,000 

nm

Operating income

1,025,711 

1,156,287 

(130,576)

(11)

Interest expense, net

(60,561)

(69,488)

(8,927)

(13)

Gain on event cancellation insurance claims

— 

300,000 

(300,000)

nm

Other income, net

2,968 

575 

2,393 

416 

Less: Provision for income taxes

238,887 

133,659 

105,228 

79 

Net income

$

729,231 

$

1,253,715 

$

(524,484)

(42)

%

nm = not meaningful

Total revenues for 2025 were $6.5 billion, an increase of $229.8 million compared to 2024, or 4% on 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).

Primary Geographic Market

Year Ended December 31, 2025

Year Ended December 31, 2024

Increase

Percentage Increase

United States and Canada

$

4,032,601 

$

4,017,730 

$

14,871 

— 

%

Europe, Middle East and Africa

1,693,732 

1,517,815 

175,917 

12 

Other International

770,893 

731,866 

39,027 

5 

Total revenues

$

6,497,226 

$

6,267,411 

$

229,815 

4 

%

Segment

Year Ended December 31, 2025

Year Ended December 31, 2024

Increase

Percentage Increase

Insights

$

5,072,570 

$

4,829,051 

$

243,519 

5 

%

Conferences

644,743 

583,224 

61,519 

11 

Consulting

552,499 

558,537 

(6,038)

(1)

Other

227,414 

296,599 

(69,185)

(23)

Total revenues

$

6,497,226 

$

6,267,411 

$

229,815 

4 

%

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

Cost of services and product development was $2.1 billion in 2025, an increase of $30.6 million compared to 2024, or 2% on a reported basis and 1% excluding the foreign currency impact. The increase in Cost of services and product development was primarily due to a $44.1 million increase in personnel expenses associated with merit increases as well as a $13.4 million

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increase in conference expenses due to an increase in the number of 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 2025 and 2024.

Selling, general and administrative (“SG&A”) expense was $3.1 billion in 2025, an increase of $182.8 million compared to 2024, or 6% on both a reported basis and excluding the foreign currency impact. The increase in SG&A during the year ended December 31, 2025, as compared to the prior fiscal year, was primarily a result of a $150.1 million increase in personnel expenses due to merit increases and higher 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 decreased by 3% to 3,704 and in Global Business Sales decreased by 1% to 1,280, compared to December 31, 2024. On a combined basis, the total number of quota-bearing sales associates decreased by 2% when compared to December 31, 2024. SG&A expense as a percent of revenues was 47% and 46% during 2025 and 2024, respectively.

Depreciation increased by 5% during 2025 compared to 2024. The increase for the year ended December 31, 2025 was primarily due to increased software additions during 2025 and 2024.

Amortization of intangibles decreased by 9% during 2025 compared to 2024 primarily due to certain intangible assets that became fully amortized in 2025.

Acquisition and integration charges decreased by $1.0 million during the year ended December 31, 2025, compared to the same period in 2024.

Goodwill impairment of $150.0 million during the year ended December 31, 2025, reflected a goodwill impairment loss recognized in the Digital Markets reporting unit.

Operating income was $1.03 billion and $1.16 billion during 2025 and 2024, respectively. The 11% decrease in operating income was primarily due to the goodwill impairment loss of $150.0 million, as well as an increase in selling, general and administrative expenses, partially offset by increased revenues.

Interest expense, net decreased by $8.9 million during 2025 compared to 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.

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 the recognition of certain tax incentives. During 2025 and 2024, Other income, net included a gain of $0.5 million and $3.9 million, respectively, on de-designated interest rate swaps.

Provision for income taxes was $238.9 million and $133.7 million during 2025 and 2024, respectively, with an effective income tax rate of 24.7% and 9.6% for 2025 and 2024, respectively. The 2024 provision for income taxes and effective income tax rate were lower than 2025 was due to 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 $0.7 billion and $1.3 billion during 2025 and 2024, respectively. Additionally, our diluted net income per share decreased by $6.35 in 2025 compared to 2024. The decrease in net income during 2025 was primarily due to the goodwill impairment loss, the gain on event cancellation insurance claims in 2024, an increase in operating expenses and a higher provision for income taxes, partially offset by an increase in revenues.

SEGMENT RESULTS

We evaluate reportable 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,

27

Depreciation, Amortization of intangibles, and Acquisition and integration charges. 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 segments – Insights, Conferences and Consulting, as described below.

Insights

Year Ended December 31, 2025

Year Ended December 31, 2024

Increase

(Decrease)

Percentage

Increase

(Decrease)

Financial Measurements:

Revenues (1)

$

5,072,570 

$

4,829,051 

$

243,519

5 

%

Gross contribution (1)

$

3,890,185 

$

3,696,833 

$

193,352

5 

%

Gross contribution margin

77 

%

77 

%

— 

 point

— 

Business Measurements:

Contract Value (1), (3)

$

5,155,000 

$

5,114,000 

$

41,000

1 

%

Global Technology Sales (2):

Contract value (1), (3)

$

3,910,000 

$

3,911,000 

$

(1,000)

— 

%

Client retention

85 

%

84 

%

1 

 point

— 

Wallet retention

96 

%

102 

%

(6)

 points

— 

Global Business Sales (2):

Contract value (1), (3)

$

1,245,000 

$

1,203,000 

$

42,000

3 

%

Client retention

86 

%

87 

%

(1)

 point

— 

Wallet retention

99 

%

106 

%

(7)

 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 exchange neutral basis. Contract values as of December 31, 2024 have been calculated using the same foreign currency rates as 2025.

Insights revenues increased by $243.5 million during 2025 compared to 2024, or 5% on a reported basis and 4% excluding the foreign currency impact. The increase in revenues during 2025 was primarily due to Insights contract value growth in 2024. The gross contribution margin was 77% in both 2025 and 2024, as the increase in revenue was offset by an increase in personnel expenses.

Contract value increased to $5.2 billion at December 31, 2025, or 1% compared to December 31, 2024 on a foreign currency neutral basis. Approximately half of industry sectors grew mid single-digit rates or faster. Growth was led by the energy, banking and technology sectors, partially offset by a double digit decrease in public sector, primarily related to the US federal government. Global Technology Sales (“GTS”) contract value decreased slightly at December 31, 2025 when compared to December 31, 2024. The decrease in GTS contract value was primarily due to decreased spending from existing clients. GTS contract value increased by mid single-digit rates for all commercial enterprise sizes and mid-single digits or faster for the majority of industry sectors. Global Business Sales (“GBS”) contract value increased by 3% year-over-year primarily driven by business from new clients. The majority of our GBS practices achieved mid single-digit rates or faster growth rates, with all commercial enterprise sizes and the majority of sectors also growing mid single-digit rates or faster year-over-year. Public sector contract value decreased by double digits and high single digits for GTS and GBS, respectively.

GTS client retention was 85% and 84% as of December 31, 2025 and 2024, respectively, while wallet retention was 96% and 102%, as of December 31, 2025 and 2024, respectively. GBS client retention was 86% and 87% as of December 31, 2025 and 2024, respectively, while wallet retention was 99% and 106% as of December 31, 2025 and 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.

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Conferences

Year Ended December 31, 2025

Year Ended December 31, 2024

Increase

(Decrease)

Percentage

Increase

(Decrease)

Financial Measurements:

Revenues (1)

$

644,743 

$

583,224 

$

61,519

11 

%

Gross contribution (1)

$

322,844 

$

281,409 

$

41,435

15 

%

Gross contribution margin

50 

%

48 

%

2 

 points

— 

Business Measurements:

Number of destination conferences (2)

53

51

2

4 

%

Number of destination conferences attendees (2)

83,727

86,625

(2,898)

(3)

%

(1)Dollars in thousands.

(2)Single day, local meetings are excluded.

Conferences revenues increased by $61.5 million during 2025 compared to 2024, or 11% on a reported basis and 9% excluding the foreign currency impact. We held 53 and 51 destination conferences during the years ended December 31, 2025 and 2024, respectively. The increase in revenues for the year ended December 31, 2025 was primarily due to an increase of 15% in exhibitor revenue compared to the same period in 2024. The segment gross contribution margin was 50% and 48% in 2025 and 2024, respectively. The higher gross contribution margin during 2025 was primarily the result of the increase in revenue, partially offset by an increase in conference-related expenses.

Consulting

As Of And For The Year Ended December 31, 2025

As Of And For The Year Ended December 31, 2024

Increase

(Decrease)

Percentage

Increase

(Decrease)

Financial Measurements:

Revenues (1)

$

552,499 

$

558,537 

$

(6,038)

(1)

%

Gross contribution (1)

$

186,430 

$

203,292 

$

(16,862)

(8)

%

Gross contribution margin

34 

%

36 

%

(2)

 points

— 

Business Measurements:

Backlog (1), (2)

$

173,700 

$

187,200 

$

(13,500)

(7)

%

Average billable headcount

940

956

(16)

(2)

%

Consultant utilization

61 

%

65 

%

(4)

points

— 

(1)Dollars in thousands.

(2)Backlog is on a foreign currency neutral basis. Backlog as of December 31, 2024 has been calculated using the same foreign currency rates as 2025.

Consulting revenues decreased by $6.0 million during 2025 compared to 2024, or 1% on a reported basis and 2% excluding the foreign currency impact. The decrease in revenues on a reported basis was due to a 5% decrease in labor-based consulting, partially offset by a 11% increase in contract optimization. Contract optimization revenue may vary significantly and, as such, 2025 revenues may not be indicative of future results. The segment gross contribution margin was 34% and 36% in 2025 and 2024, respectively. The decrease in gross contribution margin during 2025 was primarily due to the decrease in revenue, as well as an increase in personnel expenses.

Backlog decreased by $13.5 million, or 7%, from December 31, 2024 to December 31, 2025.

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LIQUIDITY AND CAPITAL RESOURCES

We finance our operations through cash generated from our operating activities and borrowings. Note 6 — Debt in the Notes to Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations. At December 31, 2025, we had $1.7 billion of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on the revolving credit facility under our 2024 Credit Agreement. We believe that the Company has adequate liquidity and access to capital markets 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 57% held overseas at December 31, 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.

The table below summarizes the changes in the Company’s cash balances for the years indicated (in thousands).

Year Ended December 31,

Increase

(Decrease)

2025

2024

Cash provided by operating activities

$

1,290,365 

$

1,484,922 

$

(194,557)

Cash used in by investing activities

(115,142)

(103,737)

(11,405)

Cash used in financing activities

(1,439,718)

(710,143)

(729,575)

Net (decrease) increase in cash and cash equivalents and restricted cash

(264,495)

671,042 

(935,537)

Effects of exchange rates

53,869 

(57,494)

111,363 

Beginning cash and cash equivalents and restricted cash

1,933,147 

1,319,599 

613,548 

Ending cash and cash equivalents

$

1,722,521 

$

1,933,147 

$

(210,626)

Operating

Cash provided by operating activities was $1.3 billion and $1.5 billion in 2025 and 2024, respectively. The year-over-year decrease was primarily due to the $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 $115.1 million and $103.7 million in 2025 and 2024, respectively. The year-over-year increase was primarily the result of higher leasehold improvements expenditures.

Financing

Cash used in financing activities was $1.4 billion and $0.7 billion in 2025 and 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.

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OBLIGATIONS AND COMMITMENTS

Debt

As of December 31, 2025, the Company had $3.0 billion of principal amount of debt outstanding. Note 6 — Debt in the Notes to 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

Through December 31, 2025, the Company has not entered into any material off-balance sheet arrangements or transactions with unconsolidated entities or other persons.

Contractual Cash Commitments

The table below summarizes the Company’s future contractual cash commitments as of December 31, 2025 (in thousands).

Commitment Description

Due In Less Than

1 Year

Due In 2-3

Years

Due In 4-5

Years

Due In More Than

5 Years

Total

Debt – principal, interest, and commitment fees (1)

$

116,746 

$

1,046,053 

$

1,556,773 

$

934,662 

$

3,654,234 

Operating leases (2)

115,209 

152,543 

71,457 

100,412 

439,621 

Deferred compensation arrangements (3)

19,548 

23,772 

12,917 

122,094 

178,331 

Other (4)

55,703 

161,676 

136,654 

64,199 

418,232 

Totals

$

307,206 

$

1,384,044 

$

1,777,801 

$

1,221,367 

$

4,690,418 

(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, 2025. Commitment fees were based on unused balances and commitment rates as of December 31, 2025. Note 6 — Debt in the Notes to Consolidated Financial Statements provides information regarding the Company’s debt obligations.

(2)The Company leases various facilities, automobiles, computer equipment and other assets under non-cancelable operating lease agreements expiring between 2026 and 2038. The total commitment excludes approximately $107.7 million of estimated future cash receipts from the Company’s subleasing arrangements. Note 1 — Business and Significant Accounting Policies and Note 7 — Leases in the Notes to Consolidated Financial Statements provide additional information regarding the Company’s leases.

(3)The Company has supplemental deferred compensation arrangements with certain of its employees. Amounts payable with known payment dates have been classified in the above table based on those scheduled payment dates. Amounts payable whose payment dates are unknown have been included in the Due In More Than 5 Years category because the Company cannot determine when the amounts will be paid. Note 15 — Employee Benefits in the Notes to Consolidated Financial Statements provides additional information regarding the Company’s supplemental deferred compensation arrangements.

(4)Other includes: (i) contractual commitments (a) for software, telecom and other services and (b) to secure sites for our Conferences business; and (ii) projected cash contributions to the Company’s defined benefit pension plans. Note 15 — Employee Benefits in the Notes to Consolidated Financial Statements provides additional information regarding the Company’s defined benefit pension plans.

In addition to the contractual cash commitments included in the above table, the Company has other payables and liabilities that may be legally enforceable but are not considered contractual commitments. Information regarding the Company’s payables and liabilities is included in Note 5 — Accounts Payable and Accrued and Other Liabilities and Note 12 — Income Taxes in the Notes to Consolidated Financial Statements.

RECENTLY ISSUED ACCOUNTING STANDARDS

31

The FASB has issued accounting standards that had not yet become effective as of December 31, 2025 and may impact the Company’s consolidated financial statements or its disclosures in future periods. Note 1 — Business and Significant Accounting Policies in the Notes to Consolidated Financial Statements provides information regarding those accounting standards.