Form 4: Gartner Director Grabe Converts Equity Awards

Gartner Inc. Director William O. Grabe converted 109 Common Stock Equivalents into common stock, increasing his direct ownership to 114 shares.

Summary

• Director William O. Grabe acquired 109 shares of Gartner Inc. Common Stock on January 2, 2026.
• This acquisition resulted from the conversion of 109 Common Stock Equivalents (CSEs) received as compensation for his service as an outside director.
• Grabe elected to receive an immediate distribution of these CSE shares.
• Following this transaction, direct beneficial ownership of Gartner Common Stock is 114 shares.
• Indirectly, 50,000 shares of Common Stock are held through a 2025 Grantor Retained Annuity Trust (GRAT), for which Grabe serves as Trustee.
• Direct beneficial ownership of Common Stock Equivalents (CSEs) decreased from 47,306 to 47,197.

Sentiment

Score: 6

Explanation: The filing reports a routine director compensation event involving the conversion of equity awards into common stock. This is generally neutral but slightly positive as it increases direct ownership, aligning director interests with shareholders. No significant positive or negative financial implications for the company are indicated.

Positives

• Director William O. Grabe increased his direct beneficial ownership of Gartner Common Stock by 109 shares, demonstrating continued alignment with shareholder interests.
• The transaction was made pursuant to a Rule 10b5-1 plan, indicating a pre-arranged, non-discretionary transaction.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing instead on a director's equity transactions.

Management Comments

• This reporting person has elected to receive an immediate distribution of the CSE shares.
• These shares are held in a grantor retained annuity trust created on August 22, 2025 when the reporting person transferred 50,000 Gartner shares to the trust (the '2025 GRAT'). These shares are held in trust for the benefit of the reporting person and his children. The reporting person is the Trustee of the 2025 GRAT.
• These are Common Stock Equivalents ('CSEs') received as compensation for service as an outside director of Gartner, Inc. They were granted under the Gartner, Inc. Long-Term Incentive Plan ('LTIP'). The CSEs convert into Gartner common stock on the date the outside director's continuous status as a director terminates, or as otherwise provided in the LTIP.

Industry Context

This Form 4 filing details a routine insider transaction related to director compensation and equity conversion. It does not provide information that directly relates to broader industry trends or competitive landscape, but rather reflects standard corporate governance practices for executive and director compensation in the technology and research services sector.

Comparison to Industry Standards

• The use of Common Stock Equivalents (CSEs) as compensation for outside directors is a common practice in publicly traded companies, aligning director incentives with 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 wealth while minimizing estate taxes.
• The transaction being made pursuant to a Rule 10b5-1 plan is a standard mechanism for insiders to trade company stock in a pre-scheduled, non-discretionary manner, mitigating concerns about insider trading.

Corporate Governance

Related Party Transactions

• The transfer of 50,000 Gartner shares to a 2025 Grantor Retained Annuity Trust (GRAT) for the benefit of the reporting person and his children, with the reporting person as Trustee, constitutes a related party transaction for estate planning purposes.

Stakeholder Impact

• Shareholders: Increased direct ownership by a director may be viewed positively as it aligns management interests with shareholder value. The use of a Rule 10b5-1 plan enhances transparency.
• Employees: No direct impact on employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Next Steps

• The CSEs convert into Gartner common stock on the date the outside director's continuous status as a director terminates, or as otherwise provided in the LTIP.

Key Dates

Recommendation

This Form 4 filing reports a routine, pre-scheduled transaction by a director involving the conversion of equity compensation into common stock. It does not contain any new material information regarding the company's financial performance, strategic direction, or operational outlook that would warrant a change in investment recommendation. The transaction is a standard part of director compensation and estate planning, and while it slightly increases direct insider ownership, it is not significant enough to alter the fundamental investment thesis for Gartner Inc. Therefore, a 'hold' recommendation is appropriate, maintaining existing positions based on broader company fundamentals rather than this specific insider transaction.

Keywords

Gartner Inc., IT, Form 4, Insider Trading, Director Compensation, Equity Awards, Common Stock Equivalents, Beneficial Ownership, William O. Grabe, Rule 10b5-1