What changed in this filing

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Item 1. Financial Statements

2025-11-03 compared with 2025-08-07 · 120 added, 66 removed, 322 unchanged (37% of the section changed)

3 unchanged sentences

(In thousands, except par value)

September 30,

Current assets

11 unchanged sentences

Accounts payable

Current maturities of long-term debt

Contract liabilities

12 unchanged sentences

100,000 shares authorized;

49,658 shares issued and 48,323 outstanding at June 30, 2025 and 49,658 shares issued and 48,542 outstanding at December 31, 2024

49,706 shares issued and 47,948 outstanding at September 30, 2025 and 49,658 shares issued and 48,542 outstanding at December 31, 2024

Additional paid-in capital

9 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Operating expenses

5 unchanged sentences

Interest expense

Foreign currency transaction (loss) gain

Income (loss) before taxes

Gain on the sale of business

Foreign currency transaction loss

Income before taxes

Income tax provision

4 unchanged sentences

Net income (loss)

Foreign currency translation gain (loss), net of tax expense (benefit) of $ 322 , $( 40 ), $ 448 and $( 90 ), respectively

Foreign currency translation gain, net of tax expense (benefit) of $ 60 , $( 82 ), $ 508 and $ 8 , respectively

Comprehensive income (loss)

5 unchanged sentences

Stockholders’

Balance March 31, 2025

Balance June 30, 2025

Other comprehensive income

1 unchanged sentence

Proceeds from issuance of employee stock purchase plan (ESPP) shares

Issuance of treasury shares for RSUs vested

Issuance of treasury shares for restricted stock units ("RSUs") vested

Issuance of shares for acquisition of Martino & Partners

Accrued dividends on unvested shares

1 unchanged sentence

Stock-based compensation

Balance June 30, 2025

Balance September 30, 2025

Comprehensive

4 unchanged sentences

Proceeds from issuance of ESPP shares

Issuance of treasury shares for RSUs vested

Issuance of treasury shares for restricted stock units ("RSUs") vested

Issuance of shares for acquisition of Martino & Partners

Accrued dividends on unvested shares

1 unchanged sentence

Stock-based compensation

Balance June 30, 2025

Balance September 30, 2025

Comprehensive

Stockholders’

Balance March 31, 2024

Balance June 30, 2024

Other comprehensive income

2 unchanged sentences

Issuance of treasury shares for RSUs vested

Issuance of shares for Change 4 Growth

Accrued dividends on unvested shares

2 unchanged sentences

Stock-based compensation

Balance June 30, 2024

Balance September 30, 2024

Comprehensive

10 unchanged sentences

Stock-based compensation

Balance June 30, 2024

Balance September 30, 2024

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(In thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities

8 unchanged sentences

Provisions for credit losses

Gain on the sale on business

Deferred tax (benefit) provision

7 unchanged sentences

Cash flows from investing activities

Acquisition of Martino & Partners, net of cash acquired (Note 4)

Purchase of furniture, fixtures and equipment

Net working capital settlement from divestiture (Note 2)

Net cash used in investing activities

2 unchanged sentences

Repayment of outstanding debt (Note 10)

Additional proceeds from the sale of the Automation business

Additional proceeds from the sale of the Automation business (Note 2)

Proceeds from issuance of employee stock purchase plan shares

12 unchanged sentences

Non-cash investing and financing activities:

Right-of-use assets obtained in exchange for lease liabilities (Note 11)

Issuance of treasury stock for vested restricted stock units

14 unchanged sentences

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and pursuant to Form 10-Q and Article 10 of Regulation S-X.

In the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are considered necessary for a fair statement of the financial position of the Company as of June 30, 2025, the results of operations for the three and six months ended June 30, 2025 and 2024 and the cash flows for the six months ended June 30, 2025 and 2024.

In the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are considered necessary for a fair statement of the financial position of the Company as of September 30, 2025, the results of operations for the three and nine months ended September 30, 2025 and 2024 and the cash flows for the nine months ended September 30, 2025 and 2024.

The condensed consolidated balance sheet as of December 31, 2024 has been derived from the Company’s audited consolidated financial statements.

Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Certain information and disclosures normally included in the notes to annual financial statements prepared in accordance with GAAP have been omitted from these interim financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

3 unchanged sentences

of $ 2.0 million.

Additionally, pursuant to the purchase agreement, which provided for a working capital adjustment, the Company received $ 0.7 million from UST Global Inc.

as final settlement during the third quarter of 2025.

Out-of-Period Adjustment

2 unchanged sentences

Management evaluated the pre-tax impact of this error of $ 0.5 million on the Company’s previously reported interim and annual financial statements for Q3 2022 and full year 2022 and determined that the error was not material to any previously issued financial statements and

that the out-of-period adjustment recorded in Q2 2024 was not material to the three or six months ended June 30, 2024 or the annual period ended December 31, 2024.

that the out-of-period adjustment recorded in Q2 2024 was not material to the three or six months ended June 30, 2024.

The error was not material to the nine months ended September 30, 2024, or the annual period ended December 31, 2024.

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

7 unchanged sentences

Restricted cash consists of cash and cash equivalents which the Company has committed for rent deposits and are not available for general corporate purposes.

The carrying value of the Company’s cash and cash equivalents, receivables, accounts payable, other current liabilities and accrued interest approximated their fair values as of June 30, 2025 and December 31, 2024 due to the short-term nature of these accounts.

The carrying value of the Company’s cash and cash equivalents, receivables, accounts payable, other current liabilities and accrued interest approximated their fair values as of September 30, 2025 and December 31, 2024 due to the short-term nature of these accounts.

Fair value measurements were applied with respect to the Company’s non-financial assets and liabilities measured on a nonrecurring basis, which would consist of measurements primarily to goodwill, intangible assets and other long-lived assets and assets acquired and liabilities assumed in a business combination.

9 unchanged sentences

Basis of Fair Value Measurements

June 30, 2025

September 30, 2025

Cash equivalents

4 unchanged sentences

Contingent consideration (1)

(1) As of June 30, 2025, the current contingent consideration is included in “Accrued expenses and other current liabilities”.

(1) As of September 30, 2025, the current contingent consideration is included in “Accrued expenses and other current liabilities”.

As of December 31, 2024, the current and noncurrent contingent consideration are included in “Accrued expenses and other current liabilities” and “Other liabilities”.

The following table represents the change in contingent consideration liability during the six months ended June 30, 2025:

Six Months Ended

The following table represents the change in contingent consideration liability during the nine months ended September 30, 2025:

Nine Months Ended

September 30,

Beginning Balance

Change 4 Growth contingent consideration payment

Martino & Partners contingent consideration accrued

Accretion of contingent consideration

Ending Balance

The Company’s accompanying unaudited condensed consolidated financial instruments include outstanding borrowings of $ 59.2 million at both June 30, 2025 and December 31, 2024, which are carried at amortized cost.

The Company’s accompanying unaudited condensed consolidated financial instruments include outstanding borrowings of $ 59.2 million at both September 30, 2025 and December 31, 2024, which are carried at amortized cost.

The fair value of debt is classified within Level 3 of the fair value hierarchy.

The fair value of the Company’s outstanding borrowings was approximately $ 59.6 million at both June 30, 2025 and December 31, 2024.

The fair value of the Company’s outstanding borrowings was approximately $ 59.5 million and $ 59.6 million as of September 30, 2025 and December 31, 2024, respectively.

The fair values of debt have been estimated using a discounted cash flow analysis based on the Company’s incremental borrowing rate for similar borrowing arrangements.

The incremental borrowing rate used to discount future cash flows was 6.1 % and 6.4 % as of June 30, 2025 and December 31, 2024, respectively.

The incremental borrowing rate used to discount future cash flows was 5.8 % and 6.4 % as of September 30, 2025 and December 31, 2024, respectively.

The Company also considered recent transactions of peer group companies for similar instruments with comparable terms and maturities as well as an analysis of current market conditions and interest rates.

8 unchanged sentences

The Company does not expect ASU 2024-03 to have a material impact on the Company’s consolidated financial statements.

NOTE 4—MARTINO & PARTNERS ACQUISITION

On September 1, 2025, the Company completed the acquisition of Martino & Partners s.r.l.

(“Martino & Partners”), a strategic advisory firm serving public and private sectors clients in Italy, for total consideration of EUR 2.0 million (USD 2.3 million) in cash paid at closing;

USD 250,000 worth of shares of ISG’s common stock, issued promptly following the closing;

and EUR 350,000 (USD 0.4 million) in cash, to be paid no later than April 30, 2028.

Martino & Partners will also have the right to receive additional consideration paid via earn-out payments, if certain financial targets are met.

The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations .

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):

Deferred purchase consideration

Contingent liabilities

ISG common stock

Total allocable purchase price

Current assets

Intangible assets

Current liabilities

Net assets acquired

The primary factors that drove the goodwill recognized, the majority of which is deductible for tax purposes, were the inclusion of legacy Martino & Partners workforce and the expansion of the Company’s client base, geographic footprint and capabilities in the European market.

Costs associated with this acquisition are included in the selling, general and administrative expenses in the Consolidated Statement of Income and Comprehensive Income and totaled $ 0.08 million during the nine months ended September 30, 2025.

Based on the valuation and other factors as described above, the purchase price assigned to intangible assets and the amortization period were as follows:

Purchase Price

Amortizable intangible assets:

Trademark and trade name

Customer relationships

Noncompete agreements

Total intangible assets

NOTE 5—REVENUE

5 unchanged sentences

The majority of the Company’s contracts have a single performance obligation as the respective promise to transfer the individual services is not separately identifiable from other promises in the contracts and, therefore, is not distinct.

For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation using its best estimate of the standalone selling price, or SSP, of each distinct product or service in the contract.

For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation using its best estimate of the stand-alone selling price, or SSP, of each distinct product or service in the contract.

The Company establishes SSP based on management’s estimated selling price or observable prices of products or services sold separately in comparable circumstances to similar clients.

13 unchanged sentences

See the table below for a breakdown of the Company’s contract assets and contract liabilities as of the periods presented.

September 30,

Contract assets

Contract liabilities

Revenue recognized for the three and six months ended June 30, 2025 that was included in the contract liability balance at January 1, 2025 was $ 2.5 million and $ 7.6 million, respectively, primarily representing revenue from the Company’s subscription, fixed-fee, and research contracts.

Revenue recognized for the three and nine months ended September 30, 2025 that was included in the contract liability balance at January 1, 2025 was $ 0.6 million and $ 8.2 million, respectively, primarily representing revenue from the Company’s subscription, fixed-fee, and research contracts.

Remaining Performance Obligations

As of June 30, 2025, the Company had $ 112.1 million of remaining performance obligations, the majority of which are expected to be satisfied within the next twelve months.

As of September 30, 2025, the Company had $ 111.3 million of remaining performance obligations, the majority of which are expected to be satisfied within the next twelve months.

Accounts Receivable and Contract Assets

During the fourth quarter of 2023, a client that had engaged the Company for two multi-year projects, which previously commenced in 2021 and 2022, respectively, failed to make payments as per the contracted payment schedule, and the Company therefore ceased performing services under the agreements.

As a result, the Company ceased performing services under the agreements.

After unsuccessful negotiations, the Company provided the client with notice that it would be terminating the respective projects.

2 unchanged sentences

During the three months ended June 30, 2025, after exhausting all collection efforts on one of the projects, the Company wrote-off $ 3.6 million of the outstanding amounts against the previously established reserve.

As all amounts written off were previously fully reserved, there was no incremental impact to the income statement in the current period.

As of June 30, 2025, $ 1.3 million of the reserve on the other multi-year project remains, and the Company is continuing to pursue legal action against the former client, which has resulted in a favorable judgment for ISG.

As all amounts written off were previously fully reserved, there was no incremental impact to the income statement in such period.

As of September 30, 2025, $ 1.3 million of the reserve on the other multi-year project remains, and the Company is continuing to pursue legal action against the former client, which has resulted in a favorable judgment for ISG.

As collection efforts are ongoing, actual collections from the client may differ from the Company’s estimate.

Separately, the Company is currently engaged in litigation with a client over a disputed accounts receivable balance for services rendered, and mediation arrangements are currently being explored.

Separately, the Company is currently engaged in litigation with a client over a disputed accounts receivable balance for services rendered.

As the Company believes the balance of approximately $ 4.7 million is collectible, it has not recorded a reserve.

3 unchanged sentences

Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would share in the net income of the Company.

For the three and six months ended June 30, 2025, 0.8 million and 1.9 million restricted stock units, respectively, and for the three and six months ended June 30, 2024, 1.8 million and 4.7 million restricted stock units, respectively, have not been considered in the diluted earnings per share calculation, as the effect would be anti-dilutive.

For the three and nine months ended September 30, 2025, 0.1 million and 2.1 million restricted stock units, respectively, and for the three and nine months ended September 30, 2024, 1.1 million and 4.7 million restricted stock units, respectively, have not been considered in the diluted earnings per share calculation, as the effect would be anti-dilutive.

The following table sets forth the computation of basic and diluted earnings per share:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Net income (loss)

7 unchanged sentences

NOTE 7—INCOME TAXES

The Company’s effective tax rate for the three and six months ended June 30, 2025 was 38.7 % and 38.4 %, respectively, based on pretax income of $ 3.6 million and $ 6.0 million, respectively.

The Company’s effective tax rate for the quarter ended June 30, 2025 was impacted by non-deductible expenses and earnings and losses in certain foreign jurisdictions.

The Company’s effective tax rate for the three and six months ended June 30, 2024 was 12.0 % and ( 3.7 %) , respectively, based on pretax income and loss of $ 2.3 million and $ 1.3 million, respectively.

The Company’s effective tax rate for the quarter ended June 30, 2024 was impacted by non-deductible expenses and earnings and losses in certain foreign jurisdictions.

The Company’s effective tax rate for the three and nine months ended September 30, 2025 was 27.2 % and 33.8 %, respectively, based on pretax income of $ 4.2 million and $ 10.2 million, respectively.

The Company’s effective tax rate for the quarter ended September 30, 2025 was impacted by non-deductible expenses and earnings and losses in certain foreign jurisdictions.

The Company’s effective tax rate for the three and nine months ended September 30, 2024 was 60.2 % and 112.9 % , respectively, based on pretax income of $ 2.9 million and $ 1.6 million, respectively.

The Company’s effective tax rate for the quarter ended September 30, 2024 was impacted by non-deductible expenses and earnings and losses in certain foreign jurisdictions.

On July 4, 2025, the “One Big Beautiful Bill Act” (OBBBA) was signed into law, making significant changes to the U.S.

3 unchanged sentences

The Company is subject to contingencies which arise through the ordinary course of business.

All material liabilities of which management is aware are properly reflected in the financial statements as of June 30, 2025 and December 31, 2024.

All material liabilities of which management is aware are properly reflected in the financial statements as of September 30, 2025 and December 31, 2024.

Martino & Partners Contingent Consideration

As of September 30, 2025, the Company has recorded a liability of EUR 0.4 million (USD 0.5 million) representing the estimated fair value of contingent consideration related to the acquisition of Martino & Partners, which was classified as non-current and included in other liabilities on the consolidated balance sheet.

Ventana Research Contingent Consideration

3 unchanged sentences

Ventana Research will also have the right to receive additional consideration paid via earn-out payments, if certain financial targets are met.

As of June 30, 2025, the Company has recorded a liability of $ 0.7 million representing the estimated fair value of contingent consideration related to the acquisition of Ventana Research, which is classified as current and included in “Accrued expenses and other current liabilities” on the condensed consolidated balance sheet.

As of September 30, 2025, the Company has recorded a liability of $ 0.7 million representing the estimated fair value of contingent consideration related to the acquisition of Ventana Research, which is classified as current and included in “Accrued expenses and other current liabilities” on the condensed consolidated balance sheet.

Change 4 Growth Contingent Consideration

On October 31, 2022, a subsidiary of the Company executed an Asset Purchase Agreement with Change 4 Growth, LLC (“Change 4 Growth”) and consummated the acquisition of substantially all the assets, and assumed certain

liabilities, of Change 4 Growth.

The purchase price was comprised of $ 3.8 million of cash consideration, $ 0.6 million of shares of ISG common stock issued promptly after closing and Change 4 Growth also had the right to receive additional consideration paid via earn-out payments, if certain financial targets were met.

The Company paid $ 0.5 million in cash consideration in April 2025, which was related to 2024 performance.

The Company no longer has a related liability as of June 30, 2025.

The Company no longer has a related liability as of September 30, 2025.

Legal Reserves

From time to time, the Company is a party to litigation, claims and other contingencies, including regulatory and employee matters as well as examinations and investigations by governmental agencies, which arise in the ordinary course of business.

The Company records a contingent liability when it is probable that a loss has been incurred and the amount of loss is reasonably estimable in accordance with Accounting Standards Codification (“ASC”) Topic 450, Contingencies, or other applicable accounting standards.

The Company records a contingent liability when it is probable that a loss has been incurred and the amount of loss is reasonably estimable in accordance with ASC Topic 450, Contingencies, or other applicable accounting standards.

Such reserves are included in accrued liabilities on the condensed consolidated balance sheets.

8 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

The segregation of revenues by geographic region is based upon the location of the legal entity performing the services.

2 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Compensation expense

9 unchanged sentences

Interest expense

Gain on the sale of business

Foreign currency translation

9 unchanged sentences

● The Company’s direct and indirect existing and future wholly owned domestic subsidiaries serve as guarantors to the Company’s obligations under the senior secured facility.

● At the Company’s option, the credit facility bears interest at a rate per annum equal to either (i) the “Base Rate” (which is the highest of (a) the rate publicly announced from time to time by the administrative agent as its “prime rate”, (b) the Federal Funds Rate plus 0.5 % per annum and (c) Term SOFR, plus 1.0 % ), plus the applicable margin, or (ii) Term SOFR (which is the Term SOFR screen rate for the relevant interest period plus a credit spread adjustment of 0.10 % ) as determined by the administrative agent, plus the applicable margin.

● At the Company’s option, the credit facility bears interest at a rate per annum equal to either (i) the “Base Rate” (which is the highest of (a) the rate publicly announced from time to time by the administrative agent as its “prime rate”, (b) the Federal Funds Rate plus 0.5 % per annum and (c) Term Secured Overnight Financing Rate (“SOFR”), plus 1.0 % ), plus the applicable margin, or (ii) Term SOFR (which is the Term SOFR screen rate for the relevant interest period plus a credit spread adjustment of 0.10 % ) as determined by the administrative agent, plus the applicable margin.

The applicable margin is adjusted quarterly based upon the Company’s consolidated leverage ratio.

For the first three months of 2025, the applicable margin was decreased by 0.25 % percentage of the revolving loans maintaining a Base Rate loans of 1.75 % for the revolving loans maintained as Term SOFR loans.

(including guarantee obligations), liens, fundamental changes, sales or dispositions of property or assets, investments (including loans, advances, guarantees and acquisitions), transactions with affiliates, dividends and other payments in respect of capital stock, optional payments and modifications of other material debt instruments, negative pledges and agreements restricting subsidiary distributions and changes in line of business.

● The senior secured credit facility contains a number of covenants that, among other things, place restrictions on matters customarily restricted in senior secured credit facilities, including restrictions on indebtedness (including guarantee obligations), liens, fundamental changes, sales or dispositions of property or assets, investments (including loans, advances, guarantees and acquisitions), transactions with affiliates, dividends and other payments in respect of capital stock, optional payments and modifications of other material debt instruments, negative pledges and agreements restricting subsidiary distributions and changes in line of business.

In addition, the Company is required to comply with a consolidated leverage ratio and consolidated interest coverage ratio.

● The senior secured credit facility contains customary events of default, including cross-default to other material agreements, judgment default and change of control provisions.

The Company’s financial statements include outstanding borrowings of $ 59.2 million at both June 30, 2025 and December 31, 2024, which are carried at amortized cost.

The Company’s financial statements include outstanding borrowings of $ 59.2 million at both September 30, 2025 and December 31, 2024, which are carried at amortized cost.

The fair value of debt is classified within Level 3 of the fair value hierarchy.

The fair value of the Company’s outstanding borrowings was approximately $ 59.6 million at both June 30, 2025 and December 31, 2024.

The fair value of the Company’s outstanding borrowings was approximately $ 59.5 million and $ 59.6 million as of September 30, 2025 and December 31, 2024, respectively.

The fair values of debt have been estimated using a discounted cash flow analysis based on the Company’s incremental borrowing rate for similar borrowing arrangements.

The incremental borrowing rate used to discount future cash flows was 6.1 % and 6.4 % as of June 30, 2025 and December 31, 2024, respectively.

The incremental borrowing rate used to discount future cash flows was 5.8 % and 6.4 % as of September 30, 2025 and December 31, 2024, respectively.

During the six months ended June 30, 2025, the Company borrowed $ 5.0 million and subsequently repaid $ 5.0 million of the revolver loan.

During the nine months ended September 30, 2025, the Company borrowed $ 5.0 million and subsequently repaid $ 5.0 million of the revolver loan.

The Company is currently in compliance with its financial covenants.

2 unchanged sentences

As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments.

The Company leases its office space and office equipment under long-term operating lease agreements that expire at various dates through October 2033, some of which include options to extend the leases for up to 3 years , and some of which included options to terminate the leases within 1 year .

The Company leases its office space and office equipment under long-term operating lease agreements that expire at various dates through November 2036, some of which include options to extend the leases for up to 5 years , and some of which included options to terminate the leases within one year .

Under the operating leases, the Company pays certain operating expenses relating to the office equipment and leased property.

In April 2025, the Company entered into a new operating ten-year lease for approximately 17,500 square feet of office space in Stamford, Connecticut and includes annual base rent of $ 0.9 million, subject to annual escalation of 2 % with an option to terminate the lease effective on the seventh (7th) anniversary of the rent commencement date.

The lease commencement date is expected to be in September 2025, and the rent commencement date is expected to be November 2026.

The Company is still evaluating the financial impact of this new lease.

In April 2025, the Company entered into a new operating eleven-year lease for approximately 17,500 square feet of office space in Stamford, Connecticut and includes annual base rent of $ 0.9 million, subject to annual escalation of 2 % with an option to terminate the lease effective on the seventh anniversary of the rent commencement date.

The lease commencement date was September 29, 2025, and the rent commencement date is expected to be December 2026.

The following table summarizes the balance sheet amounts related to the new lease as of September 30, 2025:

(In thousands, except lease term and discount rate)

September 30,

Operating lease

Operating lease right-of-use asset

Current operating lease liability

Non-current operating lease liability

Total operating lease liability

Remaining lease term (in years)

Operating lease

Discount rate

Operating lease

NOTE 12—SUBSEQUENT EVENTS

On August 5, 2025 , the Company’s Board of Directors (the “Board”) approved a third-quarter dividend of $ 0.045 per share, payable September 26, 2025 , to shareholders of record as of September 5, 2025 .

On October 31, 2025 , the Company’s Board of Directors (the “Board”) approved a fourth-quarter dividend of $ 0.045 per share, payable December 19, 2025 , to shareholders of record as of December 5, 2025 .

The dividends are accounted for as a decrease to Stockholders’ Equity.

All future dividends will be subject to the Board’s prior approval.

On August 1, 2025, a subsidiary of the Company entered into a definitive purchase agreement to acquire Martino & Partners s.r.l (“M&P”), with the anticipated closing of such acquisition to occur on September 1, 2025, subject to customary closing conditions.

The total purchase price is comprised of EUR 1.5 million in cash paid at closing;

USD 250,000 worth of shares of ISG’s common stock, issued promptly following the closing;

and EUR 350,000 in cash, to be paid no later than April 30, 2028.

M&P will also have the right to receive additional consideration paid via earn-out payments, if certain financial targets are met.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements