HALL EUGENE A 4

What Happened

• Eugene A. Hall, Chairman and CEO of Gartner Inc., had performance-based and time-based RSUs convert into 11,541 shares of common stock (4,463 + 7,078) as the 2026 vesting installment.
• To cover required withholding taxes, 3,775 shares were surrendered (1,238 + 2,537) at $156.33 per share, totaling $193,537 and $396,609 respectively (combined withholding ≈ $590,146). Net shares retained ≈ 7,766, with an approximate net value of $1.21M at $156.33/share.
• These were not open-market purchases or sales for investment; they reflect scheduled equity award vesting and tax-withholding (routine compensation processing).

Key Details

• Transaction dates: February 6, 2026 (performance-based RSU installment) and February 8, 2026 (time-based RSU installment). Filing date: February 10, 2026.
• Transaction codes: M = conversion/exercise of derivative (RSUs converting to common stock); F = shares withheld for tax/payment of tax liability (sell-to-cover).
• Shares acquired: 11,541 total (4,463 + 7,078). Shares withheld/disposed for taxes: 3,775 total (1,238 + 2,537).
• Withholding price used: $156.33 per share; withholding amounts: $193,537 and $396,609 (total ≈ $590,146).
• Shares owned after the transaction: not specified in the filing.
• Footnotes: F1 = 2026 installment of performance-based RSUs (awarded Feb 6, 2025); F3 = 2026 installment of time-based RSUs (awarded Feb 8, 2025); F2 = shares withheld to satisfy income/payroll tax withholding.

Context

• These transactions are routine vesting events (equity compensation converting to shares) rather than open-market buys or discretionary sales. The use of share withholding (sell-to-cover) to pay taxes is common and does not necessarily signal a change in the insider’s view of the company.
• For investors, purchases by insiders tend to be more informative about sentiment; vesting and tax-withholding transactions mainly reflect compensation mechanics.