Gartner 8‑K: Company may repurchase shares via multiple methods, discretionary

Rhea-AI Filing Summary

Gartner, Inc. filed an 8-K noting governance checkboxes and restating its authority to repurchase common stock. The filing confirms the company may buy shares through open market purchases, trading plans that follow SEC rules, accelerated stock repurchases, private transactions or other means depending on market conditions and legal requirements. It also states the company has no obligation to repurchase a specific amount and may suspend repurchases at its discretion.

Positive

• Flexible repurchase methods allowed including open market, trading plans, accelerated programs, and private transactions
• Maintains discretion to execute repurchases when market conditions and legal requirements are satisfactory

Negative

• No obligation to repurchase any specific amount of common stock
• Repurchases may be suspended at the company’s discretion, reducing predictability of buyback cadence

Insights

Corporate Finance Analyst

TL;DR: The company retains flexible share‑buyback authority with no mandated volume.

The filing describes permitted methods for repurchasing common stock — open market, SEC‑compliant trading plans, accelerated programs, private transactions — which preserves flexibility to manage capital return strategies.

This language also highlights that repurchases are discretionary: there is no committed repurchase amount and buybacks may be paused. Investors should treat this as routine program language; its near‑term impact depends on future board decisions and available cash.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

September 10, 2025

GARTNER, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

1-14443

04-3099750

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

P.O. Box 10212

56 Top Gallant Road

Stamford, CT 06902-7747

(Address of Principal Executive Offices, including Zip Code)

(203) 964-0096

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, $0.0005 par value per share			IT			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter): Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐

ITEM 8.01 OTHER EVENTS.

Share Repurchase Authorization

On September 10, 2025, the Board of Directors of Gartner, Inc. (the “Company” or “Gartner”) authorized incremental share repurchases of up to an additional $1.0 billion of Gartner’s common stock. This authorization is in addition to the previously authorized repurchases of up to $6.0 billion, which, as of the end of August 2025, had approximately $450 million remaining.

Repurchases of common stock by the Company may be effected from time to time through open market purchases, trading plans established in accordance with the U.S. Securities and Exchange Commission’s rules, accelerated stock repurchases, private transactions or other means, depending on satisfactory market conditions, applicable legal requirements and other factors. The Company is not obligated to repurchase any particular amount of common stock, and share repurchases may be suspended at any time at the Company’s discretion.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Gartner, Inc.
Date: September 12, 2025			By:			/s/ Craig W. Safian
						Craig W. Safian Executive Vice President and Chief Financial Officer

FAQ

What did Gartner (IT) disclose in the 8‑K about share repurchases?

The filing states Gartner may repurchase common stock via open market purchases, SEC‑compliant trading plans, accelerated stock repurchases, private transactions or other means depending on market conditions and legal requirements.

Does Gartner (IT) commit to a specific repurchase amount?

No. The company explicitly states it is not obligated to repurchase any particular amount of common stock.

Can Gartner (IT) stop repurchasing shares once it starts?

Yes. The filing says share repurchases may be suspended at any time at the company’s discretion.

Are trading plans for repurchases described in the Gartner 8‑K?

Yes. The company may use trading plans established in accordance with the SEC’s rules as one permitted method for repurchases.

Does the 8‑K provide timing or dollar amounts for buybacks?

No. The disclosure lists possible methods but does not provide any specific timing, dollar amounts or authorization limits.