Form 4: Gartner Director Reports Future Stock & Trust Transactions

Gartner Director Anne Sutherland Fuchs filed a Form 4 detailing future transactions involving common stock and common stock equivalents, including a transfer to a grantor retained annuity trust.

Summary

• Director Anne Sutherland Fuchs reported changes in beneficial ownership of Gartner Inc. securities.
• On January 2, 2026, Fuchs acquired 61 shares of common stock at a price of $0, bringing her direct beneficial ownership to 8,219 shares.
• Concurrently, 61 shares of common stock were disposed of (likely converted from Common Stock Equivalents), resulting in 4,644 shares held indirectly in a 2024 Grantor Retained Annuity Trust (GRAT).
• Fuchs also acquired 61 Common Stock Equivalents (CSEs) as compensation for her service as an outside director under the Gartner, Inc. Long-Term Incentive Plan (LTIP), valued at $237.03 per CSE.
• Following this, 29,638 CSEs are beneficially owned directly.
• An immediate distribution of 61 CSE shares was elected, reducing the direct CSE beneficial ownership to 29,577.
• The 2024 GRAT, established on June 4, 2024, holds 4,644 Gartner shares for the benefit of Fuchs and her children, with Fuchs as the Trustee.

Sentiment

Score: 6

Explanation: The filing is neutral to slightly positive. It reports routine director compensation and personal estate planning, which are generally positive for aligning director interests with shareholders. No negative financial implications are present.

Positives

• Director Anne Sutherland Fuchs received 61 Common Stock Equivalents (CSEs) as compensation for her service, indicating continued director engagement and compensation.
• The establishment of a Grantor Retained Annuity Trust (GRAT) for 4,644 shares suggests long-term estate planning by the director.

Future Outlook

The filing indicates that Common Stock Equivalents (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 Long-Term Incentive Plan.

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 June 4, 2024 when the reporting person transferred 4,644 Gartner shares to the trust (the '2024 GRAT'). These shares are held in trust for the benefit of the reporting person and her children. The reporting person is the Trustee of the 2024 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 is a routine disclosure of insider transactions, common across all publicly traded companies. It reflects standard compensation practices for independent directors, often involving equity or equity-linked awards, and personal estate planning strategies like GRATs.

Comparison to Industry Standards

• The use of Common Stock Equivalents (CSEs) as compensation for outside directors is a common practice in the industry, 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 efficiently.

Corporate Governance

Related Party Transactions

• The transfer of 4,644 Gartner shares to a 2024 Grantor Retained Annuity Trust (GRAT) for the benefit of the reporting person and her children, with the reporting person as Trustee, constitutes a related party transaction in the context of beneficial ownership.

Stakeholder Impact

• Shareholders: The director's continued receipt of equity compensation and long-term holding through a GRAT aligns her interests with long-term shareholder value.

Next Steps

• Conversion of Common Stock Equivalents into Gartner common stock upon termination of Anne Sutherland Fuchs's director status or as per the LTIP.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to director compensation and personal estate planning. It does not contain information that would fundamentally alter the investment thesis for Gartner Inc. The transactions reflect standard corporate governance and personal financial management, providing no new insights into the company's operational performance or strategic direction that would warrant a change in investment recommendation.

Keywords

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