Form 4: Gartner Director Grabe Reports Stock Transactions

William O. Grabe, a Director at Gartner Inc., reported transactions involving common stock and common stock equivalents on July 1, 2026.

Summary

• Director William O. Grabe of Gartner Inc. engaged in several transactions on July 1, 2026.
• He acquired 182 shares of common stock, with a transaction code indicating a plan for immediate distribution.
• Grabe also disposed of 182 Common Stock Equivalents (CSEs) under a plan.
• Following these transactions, Grabe directly owns 1,224 shares of common stock.
• Indirectly, he beneficially owns an additional 47,900 shares held in a 2025 Grantor Retained Annuity Trust (GRAT), 235 shares in Family Trust 1, 235 shares in Family Trust 2, and 1,410 shares in Family Trust 3.
• Derivative securities, specifically Common Stock Equivalents (CSEs), were acquired and disposed of, with 182 CSEs converting into common stock.
• The CSEs were granted under the Gartner, Inc. Long-Term Incentive Plan (LTIP) and convert to common stock upon termination of director status or as per the LTIP.
• The reported transactions were made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it primarily details routine insider transactions executed under a pre-established plan, without indicating significant positive or negative shifts in the director's holdings or the company's outlook.

Positives

• Director William O. Grabe's transactions were executed under a Rule 10b5-1(c) plan, indicating pre-planned and potentially less market-sensitive trading activity.
• The acquisition of 182 shares of common stock and the related CSE transactions suggest continued alignment with the company's performance and long-term incentive structure.

Negatives

• The filing details the disposal of Common Stock Equivalents (CSEs), which could be interpreted as a reduction in direct holdings of performance-based compensation.
• While indirect holdings remain substantial, the specific transactions reported involve a decrease in directly held CSEs.

Risks

• The conversion of Common Stock Equivalents (CSEs) into common stock is contingent upon the termination of the director's continuous status, introducing a time-based risk to the realization of these securities.
• The indirect beneficial ownership through various trusts and the GRAT introduces complexity and potential future distribution events that could impact the reporting person's direct control or beneficial interest.

Future Outlook

The future outlook for the reported securities is tied to the director's continued service and the terms of the Long-Term Incentive Plan, which dictates the conversion of Common Stock Equivalents upon termination of director status.

Management Comments

• The 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 (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

StockSavvy.ai notes that Form 4 filings are standard disclosures for insider transactions. This filing indicates a director managing their equity compensation under a pre-arranged plan, which is common practice in the technology and IT services sector where Gartner operates, aiming to balance personal financial planning with regulatory compliance.

Stakeholder Impact

• Shareholders: The transactions are conducted under a Rule 10b5-1 plan, which is designed to prevent insider trading and provide transparency, thus generally having a neutral impact on shareholder confidence regarding governance.
• Employees: The use of Long-Term Incentive Plans and Common Stock Equivalents for directors aligns with common compensation structures, potentially influencing employee morale and retention strategies.
• Management: The filing provides insight into how senior leadership manages their equity compensation, which can be a benchmark for other executives.

Next Steps

• The conversion of Common Stock Equivalents into Gartner common stock will occur upon the termination of William O. Grabe's continuous status as a director, or as otherwise stipulated by the LTIP.
• Future transactions by William O. Grabe will be subject to ongoing SEC reporting requirements.

Key Dates

Keywords

Gartner Inc., William O. Grabe, Form 4, SEC Filing, Insider Trading, Common Stock, Common Stock Equivalents, Director Compensation, Rule 10b5-1, Long-Term Incentive Plan, Beneficial Ownership, Grantor Retained Annuity Trust