Gartner $110M sale of Digital Markets division in latest SEC filing
When Gartner first disclosed that it had agreed to part with its Digital Markets ( business unit that included its major software review, specifically Capterra, GetApp, and Software Advice) business in early 2026, the announcement was forward-looking and economical with detail: it named the buyer and the assets involved, but it left out any financial terms.
That lack of financial detail naturally made people wonder exactly how much the transaction was worth.
It was only later, in the company’s audited annual report on Form 10-K, filed on February 12, 2026, that a clearer picture of how the transaction was treated in the company’s regulatory filings became visible. That document, which is public, notes that the sale was completed on February 5, 2026, placing the divestiture within the broader contours of Gartner’s financial disclosures.
This most recent filing, accession number 0000749251-26-000112, stands in stark contrast with Gartner’s prior 10-K, covering the year ended December 31, 2024, and filed on February 13, 2025, under accession 0000749251-25-000008.
In that earlier report, there is no reference to this transaction or to any figure associated with it, consistent with the fact that the deal was not agreed or closed until 2026.
The January 29, 2026 announcement publicly identified G2 as the buyer, and specified the assets involved: Capterra, Software Advice, and GetApp, but it did not disclose any financial terms, a detail that was equally absent from contemporaneous coverage.
In Gartner’s 10-K, the recorded consideration is described as being “before customary purchase price adjustments,” a phrase that signals the number reported in the filing is an initial headline value that may change once post-closing reconciliations tied to balance sheet items are completed.
These adjustments are common in sales agreements and are meant to align the agreed price with the business’s actual financial situation at closing.
A related 8-K filed on February 3, 2026, which included an earnings release, did not include any price details about the sale.
When we looked for the earliest relevant documents, we found that an earlier annual report, Form 10-K filed on February 13, 2025 (accession 0000749251-25-000008), covers Gartner’s results through the end of 2024 and makes no reference to Digital Markets or the brands that were later sold.
That absence simply reflects the timing: the deal was agreed and completed in 2026, so it could not have been reported in a document covering the prior year.
Thus, the first SEC filing in which the transaction clearly appears is Gartner’s 10-K for the year ended December 31, 2025, filed on February 12, 2026, under accession 0000749251-26-000112.
It is in this later annual report that Gartner formally records the sale of the business and constitutes the first document in the public record to show how the company accounted for the transaction in its audited disclosures.
Reading the February 12, 2026, 10-K, the Digital Markets sale shows up in several sections. Early in the document, in the business overview, Gartner notes that the sale was completed on February 5, 2026, alongside the headline figure that appears in the record.
Later in the same report, in a section discussing recent developments, the company lays out the context around the divestiture, reporting that Digital Markets was classified as “held for sale” as of December 31, 2025, and listing the related assets and liabilities on the balance sheet.
The same description of the sale is repeated once more in a note on subsequent events, which walks through the timeline from signing to closing.
Notably, none of these references in the annual report names the buyer. Within the text of the 10-K, a search reveals that “G2” and the individual brands that were part of the business being sold do not appear, underscoring that Gartner’s disclosure is focused on the transaction as a financial event rather than on the identity of the counterparty.
When a company states that a sale price is described as being “before customary purchase price adjustments,” it means the number reported is only a starting point.
In most deals, the buyer and seller agree on an initial figure but include mechanisms in the contract that can revise that figure after closing to reflect the business’s actual financial position at transfer of control.
These post-closing adjustments are designed to ensure a fair final amount based on what the business truly delivered at closing, rather than on estimates made when the agreement was signed.
The most common of these adjustments is tied to working capital, the cash and short-term assets a business needs to operate. Parties negotiate a target level; if the actual working capital at closing is higher than expected, the seller may receive more. If it’s lower, the buyer may pay less.
Other adjustments can relate to net cash or debt, where the purchase price is recalculated based on the actual cash and debt assumed by the buyer, and to mechanisms such as escrows or deferred payments that hold portions of the sale price until certain conditions are resolved.
Because Gartner’s public filing does not include the underlying sale agreement or a detailed reconciliation of these adjustment mechanisms, the exact formulas or thresholds that could change the final amount are not visible in the public record.
What the 10-K does make clear is that the figure reported is a headline number, subject to later review and revision once the closing accounts are finalized.
In many deals, the headline price is agreed on a “cash-free, debt-free” basis, meaning that after closing, the buyer and seller adjust the purchase price to reflect the target business’s actual cash and debt position.
If the business ends up with more debt or less cash than expected, the effective price the seller receives can be reduced. Conversely, if it has more cash or less debt than anticipated, it can increase the amount paid.
In Gartner’s public disclosures, there is no way to tell from the 10-K whether the Digital Markets sale was structured this way or how any such adjustment would be calculated because the underlying agreement and detailed terms are not part of the filings.
What the 10-K does show is the initial figure; whether and how it changes through these common adjustment mechanisms remains outside the public record.
Gartner’s most recent Form 10-K, filed on February 12, 2026, shows that the company completed the sale of its Digital Markets business on February 5, 2026, using language that describes the consideration as “approximately $110.0 million, before customary purchase price adjustments.” This is the only financial figure tied to the deal that appears in the public filings.
The earlier public announcement from January 29, in which G2 said it had agreed to buy Capterra, Software Advice, and GetApp from Gartner, did not include any financial terms, and subsequent media coverage similarly reported that price details were not disclosed at the time.
In filings, the phrase “purchase price adjustments” refers to standard mechanisms in sale agreements, often tied to working capital and other balance-sheet items, that can increase or decrease the final amount paid after closing.
Gartner’s 10-K does not name the buyer in the sale disclosure, but it confirms the closing date and the approximate consideration while noting that the figure could change through those adjustments.
Taken together, Gartner’s own regulatory filings tell a more complete story of the Digital Markets sale than the initial announcement did. The only financial detail available in the public record comes from the company’s 10-K, which notes the closing date and describes the consideration in broad terms, but it leaves several questions unanswered.
We also reached out to both sides for further comment and clarification ahead of publication, seeking confirmation of the figures, insight into the structure of the deal, and any context that might illuminate how the transaction was negotiated and reported.
By the time of publication, neither party had responded.
