Herkes Claire 4

What Happened

• Claire Herkes, EVP Conferences at Gartner (IT), received vested RSU shares as two scheduled 2026 installments. On Feb 6, 2026 she acquired 576 shares (performance-based RSU installment) and on Feb 8, 2026 she acquired 850 shares (time-based RSU installment), for a total of 1,426 shares issued to her.
• To satisfy tax withholding, 214 shares (Feb 6) and 277 shares (Feb 8) were withheld and disposed at an imputed price of $156.33 per share, resulting in withholding proceeds of $33,455 and $43,303 respectively (total ≈ $76,758). Net increase to Herkes’s holding from these vestings: +935 shares.

Key Details

• Transaction dates and actions:
  • 2026-02-06: Conversion of performance-based RSU (576 shares acquired); 214 shares withheld for taxes (disposed) at $156.33.
  • 2026-02-08: Conversion of time-based RSU (850 shares acquired); 277 shares withheld for taxes (disposed) at $156.33.
• Transaction codes: M = exercise/conversion of derivative (RSU conversion); F = shares withheld for tax withholding.
• Footnotes:
  • F1: 576 shares = 2026 installment of performance-based RSUs awarded 2/6/2025, vesting in four annual installments starting 2/6/2026.
  • F3: 850 shares = 2026 installment of RSUs awarded 2/8/2025, vesting in four annual installments starting 2/8/2025.
  • F2: 491 shares withheld to cover income/payroll taxes.
• Shares owned after transaction: Not specified in this Form 4.
• Filing timeliness: Report filed 2026-02-10 for transactions on 2/6 and 2/8 — appears to be a timely Form 4 filing.

Context

• These transactions are not open-market purchases or sales for investment — they are issuances upon RSU vesting with a portion withheld to satisfy tax obligations (common “sell-to-cover” practice). Such withholding is routine and does not necessarily indicate a buy or sell signal by the insider.