Form 4: Gartner Director Fuchs Acquires Shares, Updates Holdings

Sentiment:

Insider Transaction Report


Gartner Director Anne Sutherland Fuchs reported the acquisition of 61 shares of common stock and updated her beneficial ownership, including shares held in a 2024 GRAT.

Summary

  • Anne Sutherland Fuchs, a Director of Gartner Inc. (IT), reported changes in her beneficial ownership on October 1, 2025.
  • She acquired 61 shares of Gartner Common Stock through the immediate distribution of Common Stock Equivalents (CSEs).
  • These CSEs were granted as compensation for her service as an outside director under the Gartner, Inc. Long-Term Incentive Plan (LTIP).
  • Following these transactions, her direct beneficial ownership of Common Stock is 8,158 shares.
  • She also indirectly beneficially owns 4,644 shares of Common Stock held in a 2024 Grantor Retained Annuity Trust (GRAT), created on June 4, 2024, for her and her children's benefit, where she serves as Trustee.
  • Her beneficial ownership of Common Stock Equivalents (CSEs) after the transactions is 29,577.

Sentiment

Score: 7

Explanation: The filing reflects routine compensation for an outside director, involving the acquisition of shares and Common Stock Equivalents. The increase in direct beneficial ownership, even if compensation-driven, generally signals alignment of interests and is a neutral to slightly positive indicator.

Positives

  • Director Anne Sutherland Fuchs increased her direct beneficial ownership of Gartner Common Stock by 61 shares.
  • The acquisition of Common Stock Equivalents (CSEs) as compensation demonstrates ongoing commitment and alignment of director interests with shareholders.

Negatives

  • NA

Risks

  • NA

Future Outlook

Common Stock Equivalents (CSEs) held by the director are designed to convert into Gartner common stock upon the termination of the director's continuous service or as otherwise specified in the Long-Term Incentive Plan.

Management Comments

  • The reporting person elected to receive an immediate distribution of the Common Stock Equivalent (CSE) shares.
  • Shares are held in a grantor retained annuity trust (2024 GRAT) created on June 4, 2024, for the benefit of the reporting person and her children, with the reporting person as Trustee.
  • Common Stock Equivalents (CSEs) are received as compensation for service as an outside director under the Gartner, Inc. Long-Term Incentive Plan (LTIP).

Industry Context

This Form 4 filing is a routine disclosure of insider trading activity, specifically related to director compensation and beneficial ownership changes, which is standard practice across publicly traded companies. It reflects a common mechanism for compensating non-executive directors with equity-based awards.

Comparison to Industry Standards

  • The use of Common Stock Equivalents (CSEs) and a Long-Term Incentive Plan (LTIP) for director compensation is a common practice among S&P 500 companies, aligning director interests with long-term shareholder value.
  • The establishment of a Grantor Retained Annuity Trust (GRAT) is a standard estate planning tool used by high-net-worth individuals, including corporate executives and directors, to transfer assets while minimizing estate tax implications.

Related Party Transactions

  • The 2024 Grantor Retained Annuity Trust (GRAT) holds 4,644 shares for the benefit of the reporting person and her children, with the reporting person as Trustee.

Stakeholder Impact

  • Shareholders: Increased director ownership, even if compensation-related, can be viewed positively as it aligns director interests with shareholder value.

Next Steps

  • Common Stock Equivalents (CSEs) will convert into Gartner common stock upon the termination of the director's continuous status or as otherwise provided in the LTIP.

Key Dates

DateDescription
06/04/2024Creation date of the 2024 Grantor Retained Annuity Trust (GRAT).
10/01/2025Date of transaction for acquisition of Common Stock and Common Stock Equivalents.
10/03/2025Signature date of the reporting person's representative.

Recommendation

hold

This Form 4 filing details a routine insider transaction related to director compensation and beneficial ownership updates. It does not contain any new material information that would fundamentally alter the investment thesis for Gartner Inc. The acquisition of shares as part of a compensation plan is an expected event and does not warrant a change in investment recommendation based solely on this filing.

Keywords

Gartner Inc., IT, Form 4, Insider Trading, Director Compensation, Stock Acquisition, Beneficial Ownership, Common Stock Equivalents, GRAT, Long-Term Incentive Plan

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