Gartner issues $800M senior notes due 2031 & 2035

Gartner, Inc. reported that it has completed a public debt offering of $350,000,000 of 4.950% Senior Notes due 2031 and $450,000,000 of 5.600% Senior Notes due 2035.

Rhea-AI Filing Summary

Gartner, Inc. reported that it has completed a public debt offering of $350,000,000 of 4.950% Senior Notes due 2031 and $450,000,000 of 5.600% Senior Notes due 2035. These senior unsecured notes pay interest semi-annually until their respective maturities in 2031 and 2035 and are governed by an indenture with U.S. Bank Trust Company, National Association, as trustee.

Gartner received approximately $794.8 million in net proceeds from the sale of the notes, after underwriting discounts but before offering expenses. The company plans to use a portion of these proceeds to repay borrowings under its revolving credit facility and to pay related fees and expenses, with the remaining funds earmarked for general corporate purposes, which may include potential repurchases of its common stock.

Insights

Capital structure and credit analyst

Gartner issues $800M in long-term notes, mainly to refinance debt.

Gartner has issued $350,000,000 of 4.950% Senior Notes due 2031 and $450,000,000 of 5.600% Senior Notes due 2035. These are senior unsecured obligations with fixed coupons and semi-annual interest payments, which extend the company’s debt maturity profile to 2031 and 2035.

The company reports approximately $794.8 million in net proceeds after underwriting discounts. It intends to use a portion of this to repay borrowings under its revolving credit facility and to cover related fees and expenses, which suggests a shift from shorter-term bank debt to longer-term bond financing, with additional proceeds available for general corporate purposes.

The disclosure notes that remaining proceeds may be used for general corporate purposes, including potential repurchases of common stock, which could support capital return if executed. The indenture includes covenants limiting certain liens, sale-leaseback transactions, and mergers, as well as standard events of default, which are typical protections for noteholders.

8-K Event Classification

3 items: 1.01, 2.03, 8.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Gartner, Inc. (IT) announce in this 8-K filing?

Gartner, Inc. disclosed that it completed a public offering of $350,000,000 aggregate principal amount of 4.950% Senior Notes due 2031 and $450,000,000 aggregate principal amount of 5.600% Senior Notes due 2035, issued as senior unsecured obligations under an indenture with U.S. Bank Trust Company, National Association.

How much cash did Gartner, Inc. receive from its new senior notes offering?

Gartner reports receiving approximately $794.8 million in net proceeds from the sale of the senior notes, after deducting underwriting discounts but before offering expenses.

What are Gartner, Inc.’s planned uses of proceeds from the notes issuance?

Gartner intends to use a portion of the net proceeds to repay borrowings under its revolving credit facility and to pay related fees and expenses, with remaining amounts to be used for general corporate purposes, which may include potential repurchases of its common stock.

What are the key terms of Gartner’s 4.950% Senior Notes due 2031?

The 2031 Notes have an aggregate principal amount of $350,000,000, bear interest at a fixed rate of 4.950% per year, payable semi-annually in arrears on March 20 and September 20, and mature on March 20, 2031. They are senior unsecured obligations issued under an indenture with U.S. Bank Trust Company, National Association, as trustee.

What are the key terms of Gartner’s 5.600% Senior Notes due 2035?

The 2035 Notes have an aggregate principal amount of $450,000,000, bear interest at a fixed rate of 5.600% per year, payable semiannually in arrears on May 20 and November 20, and mature on November 20, 2035. They are also senior unsecured obligations under the same base indenture, supplemented by a second supplemental indenture.

What covenants and protections are associated with Gartner’s new senior notes?

The indenture governing the notes includes covenants that limit Gartner’s ability to create liens, engage in sale and leaseback transactions, and merge or consolidate with other entities, subject to exceptions. It also provides events of default that can cause the principal, premium, and interest on the affected series of notes to become due and payable.

Which underwriters participated in Gartner, Inc.’s senior notes offering?

The notes were sold under an underwriting agreement dated November 13, 2025, between Gartner, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and TD Securities (USA) LLC, acting as representatives of the underwriters named in the agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/20/2025 - 04:26 PM Learn about SEC filing dates

GARTNER INC DE false 0000749251 0000749251 2025-11-20 2025-11-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 20, 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)

(Former name or former address, if changed since last report)

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 1.01 Entry into a Material Definitive Agreement

The information set forth in Item 8.01 below is incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 8.01 below is incorporated by reference into this Item 2.03.

Item 8.01. Other Events.

On November 20, 2025, Gartner, Inc. (“Gartner”) completed the public offering and issuance of $350,000,000 aggregate principal amount of its 4.950% Senior Notes due 2031 (the “2031 Notes”) and $450,000,000 aggregate principal amount of its 5.600% Senior Notes due 2035 (the “2035 Notes” and, together with the 2031 Notes, the “Notes”).

The Notes were sold pursuant to an Underwriting Agreement, dated November 13, 2025 (the “Underwriting Agreement”), between Gartner and J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and TD Securities (USA) LLC, as representatives of the underwriters named therein. The Notes were offered and sold pursuant to Gartner’s automatic shelf registration statement on Form S-3 (File No. 333-291447) and the prospectus included therein, filed with the Securities and Exchange Commission on November 12, 2025, and supplemented by the prospectus supplement dated November 13, 2025.

The 2031 Notes were issued under the Indenture, dated as of November 20, 2025 (the “Base Indenture”), between Gartner and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of November 20, 2025 (the “First Supplemental Indenture”), between Gartner and the Trustee. The 2035 Notes were issued under the Base Indenture, as supplemented by the Second Supplemental Indenture, dated as of November 20, 2025 (the “Second Supplemental Indenture” and, together with the First Supplemental Indenture, the “Supplemental Indentures” and the Supplemental Indentures, together with the Base Indenture, the “Indenture”), between Gartner and the Trustee.

The Notes are senior unsecured obligations of Gartner. The 2031 Notes will bear interest at a fixed rate of 4.950% per year, payable semi-annually in arrears on March 20 and September 20 of each year until their maturity on March 20, 2031. The 2035 Notes will bear interest at a fixed rate of 5.600% per year, payable semiannually in arrears on May 20 and November 20 of each year until their maturity on November 20, 2035. The Notes may be redeemed at Gartner’s option under certain circumstances, as described in the Indenture. The Indenture contains covenants that limit, among other things, Gartner’s ability to create liens, engage in sale and leaseback transactions and merge or consolidate with other entities, subject to a number of exceptions and qualifications. The Indenture also provides for events of default applicable to each series of Notes which, if any of them occur, would permit or require the principal and premium or interest, if any, on all of the then outstanding Notes of such series to be due and payable.

Gartner received approximately $794.8 million in net proceeds, after deducting underwriting discounts but before offering expenses, from the sale of the Notes. Gartner intends to use a portion of the net proceeds from the offering of the notes to repay borrowings under its revolving credit facility and to pay related fees and expenses, with remaining amounts to be used for general corporate purposes, which may include, without limitation, potential repurchases of its common stock.

The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and are subject to certain limitations contained in the Underwriting Agreement.

The foregoing description of the Underwriting Agreement, the Base Indenture and the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, the Base Indenture and the Supplemental Indentures (including the forms of the Notes), which are filed and incorporated by reference as Exhibits 1.1, 4.1, 4.2 and 4.3, hereto, respectively.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
1.1		Underwriting Agreement, dated as November 13, 2025, between Gartner, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and TD Securities (USA) LLC, as representatives of the several Underwriters named therein.
4.1		Indenture, dated as of November 20, 2025, between Gartner, Inc., as issuer, and U.S. Bank Trust Company, National Association, as trustee.
4.2		First Supplemental Indenture, dated as of November 20, 2025, between Gartner, Inc., as issuer, and U.S. Bank Trust Company, National Association, as trustee.
4.3		Second Supplemental Indenture, dated as of November 20, 2025, between Gartner, Inc., as issuer, and U.S. Bank Trust Company, National Association, as trustee.
4.4		Form of 4.950% Senior Notes due 2031 (included in Exhibit 4.2)
4.5		Form of 5.600% Senior Notes due 2035 (included in Exhibit 4.3)
5.1		Opinion of Sullivan & Cromwell LLP
23.1		Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)
104		Cover Page for Interactive Data File, formatted in Inline XBRL (included as Exhibit 101).

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: November 20, 2025				By:		/s/ Craig W. Safian
						Craig W. Safian Executive Vice President and Chief Financial Officer