Gartner Form 4: Raul Cesan Re-structures 8,000 Shares into Trusts

Rhea-AI Filing Summary

Raul E. Cesan, a director of Gartner, Inc. (ticker: IT), reported transfers of common stock on August 19, 2025. Through a power of substitution he moved 4,000 shares to two separate family trust accounts and received 4,000 shares from each trust in exchange for assets of equal value, with the transactions recorded at $243.90 per share (the average of the high and low price that day). The filing states these moves changed the form of beneficial ownership but did not alter the total number of shares for which he may be deemed to have beneficial ownership.

The Form 4 indicates the transfers are treated as exempt changes in form under Rule 16a-13 and were signed on behalf of Mr. Cesan on August 21, 2025.

Insights

Corporate Governance Expert

TL;DR: Routine intra-family trust transfers altered ownership form but left aggregate beneficial ownership unchanged; governance impact is minimal.

The reporting shows a director exercising a power of substitution to re-title shares into family trust accounts. Such transfers are commonly used for estate planning and succession purposes and are explicitly identified as changes in form exempted under Rule 16a-13. Because the total number of shares for which the director may be deemed to have beneficial ownership did not change, there is no immediate dilution or control shift reflected in this filing. From a governance perspective, this is administrative rather than an economic disposition.

Securities Analyst

TL;DR: Transaction recorded at $243.90 per share for reporting purposes; no change in aggregate beneficial ownership means negligible market impact.

The Form 4 documents four paired transactions dated August 19, 2025, each using transaction code J(1) (non-economic change in form). The use of the average of the high and low price to record a $243.90 per-share value is a standard reporting convention. Because the filing confirms the transfers did not alter the director's total beneficial stake, these entries are not indicative of buying or selling pressure and are unlikely to affect investor valuation or liquidity of the stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider CESAN RAUL E

Role Director

Type	Security	Shares	Price	Value
Other	Common Stock	4,000	$243.90	$976K
Other	Common Stock	4,000	$243.90	$976K
Other	Common Stock	4,000	$243.90	$976K
Other	Common Stock	4,000	$243.90	$976K

Holdings After Transaction: Common Stock — 18,400 shares (Indirect, Family Trust #1); Common Stock — 30,078 shares (Direct); Common Stock — 28,900 shares (Indirect, Family Trust #2)

Footnotes (1)

1. F1. Pursuant to a power of substitution, the Reporting Person transferred 4,000 shares of Issuer common stock to each of the trust accounts reported above in exchange for assets of equal value. The transfers were made at a price per share equal to $243.90, which represents the average of the high and low price per share of Issuer common stock on August 19, 2025. These transfers did not change the total number of shares of Issuer common stock for which the Reporting Person may be deemed to have beneficial ownership. The Reporting Person believes that the transfer of shares to these trusts constitutes a change in the form of beneficial ownership of such shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 08/21/2025 - 04:11 PM Learn about SEC filing dates

FAQ

What did Raul E. Cesan report in the Form 4 for Gartner (IT)?

The filing reports transfers on August 19, 2025 where 4,000 shares were moved to each of two family trusts and 4,000 shares were received from each trust in exchange for assets of equal value.

Did these transfers change Raul Cesan's total beneficial ownership in Gartner (IT)?

No. The Form 4 states the transfers did not change the total number of shares for which the reporting person may be deemed to have beneficial ownership.

At what price were the shares recorded on the Form 4?

The transfers were recorded at $243.90 per share, representing the average of the high and low price on August 19, 2025.

What transaction code was used and what does it mean?

Transaction code J(1) was used, indicating a non-economic change in the form of beneficial ownership, such as transfers to trusts under a power of substitution.

Is this Form 4 transaction considered material or market-moving?

According to the filing, these are changes in form exempted by Rule 16a-13 and did not alter aggregate beneficial ownership, so the filing itself indicates no material market impact.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CESAN RAUL E

(Last) (First) (Middle)

56 TOP GALLANT ROAD

P.O. BOX 10212

(Street)

STAMFORD CT 06904-2212

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GARTNER INC [ IT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/19/2025		J(1)		4,000	D	$243.9	34,078	D
Common Stock	08/19/2025		J(1)		4,000	A	$243.9	18,400	I	Family Trust #1
Common Stock	08/19/2025		J(1)		4,000	D	$243.9	30,078	D
Common Stock	08/19/2025		J(1)		4,000	A	$243.9	28,900	I	Family Trust #2

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to a power of substitution, the Reporting Person transferred 4,000 shares of Issuer common stock to each of the trust accounts reported above in exchange for assets of equal value. The transfers were made at a price per share equal to $243.90, which represents the average of the high and low price per share of Issuer common stock on August 19, 2025. These transfers did not change the total number of shares of Issuer common stock for which the Reporting Person may be deemed to have beneficial ownership. The Reporting Person believes that the transfer of shares to these trusts constitutes a change in the form of beneficial ownership of such shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934.

	/s/ Jenna Gallagher for Raul E. Cesan	08/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.