What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-03-06 compared with 2025-03-13 · 65 added, 75 removed, 250 unchanged (36% of the section changed)

8 unchanged sentences

Information Services Group, Inc.

III) is a global Artificial AI-centered technology research and advisory firm.

III) is a global AI-centered technology research and advisory firm.

A trusted partner to more than 900 clients, including 75 of the world’s top 100 enterprises, ISG is a long-time leader in technology and business services sourcing that is now at the forefront of leveraging AI to help organizations achieve operational excellence and faster growth.

The firm, founded in 2006, is known for its proprietary market data, in-depth knowledge of provider ecosystems, and the expertise of its 1,300 professionals worldwide working together to help clients maximize the value of their technology investments.

The firm, founded in 2006, is known for its proprietary market data and research, in-depth knowledge and governance of provider ecosystems, and the expertise of its 1,500 professionals worldwide working together to help clients maximize the value of their technology investments.

For more information, visit www.isg-one.com.

26 unchanged sentences

CURRENT ENVIRONMENT

Inflation rates and the adverse effect of interest rates have been volatile in the past year.

Inflation rates and the adverse effect of interest rates continued to be volatile in the past year.

Inflation has not had a material effect on our business operations, financial performance and results of operations, other than its impact on the general economy.

4 unchanged sentences

EXECUTIVE SUMMARY

2024 was a challenging year for our industry and our firm.

Enterprises were cautious in the face of challenging global economic and geopolitical conditions, pulling back on discretionary technology spending.

This impacted the entire technology services industry.

But the clouds of client caution are beginning to lift, and we are starting to see signs client spending is on the rise, beginning in the U.S., in the early months of 2025.

In particular, we are seeing a resurgence in cloud transformations, as clients push even more infrastructure and applications to the cloud.

The cloud offers both operating efficiencies and the scalability needed to power large language models and AI-driven applications.

ISG has been investing in AI for more than two years now.

In that time, we’ve been making AI investments in our people, platforms and products, to better serve our clients and help them harness the power of AI to achieve operational excellence and faster growth.

In February 2025, we announced a strategic repositioning of our firm, reflecting the expanding role ISG has been playing in helping our clients adopt AI at scale.

We are now positioned as a “global AI-centered technology research and advisory firm.”

AI is at the heart of everything we do—from the technology strategies we develop and the partners we recommend to our clients, to the impact of AI on the future of work.

We have truly become an AI-centered firm.

During 2024, our two biggest innovations were the launch of our Enterprise AI Advisory business in January and the introduction of our AI-enabled sourcing platform, ISG Tango™, in March.

Born out of our first-mover research on the state of the AI services market in 2023, Enterprise AI is really an extension of our existing capabilities, leveraging our market influence and permission as the world’s leading sourcing and governance advisor to help clients navigate the complexities and implications of adopting this game-changing technology at scale.

ISG has worked with more than 100 clients this past year to set AI strategy, create AI-ready infrastructure and data, build AI provider ecosystems, and establish AI governance frameworks.

Our ISG Research business, meanwhile, has produced detailed AI market surveys and analysis covering both the service and software provider ecosystems.

AI is also playing a role in modernizing our approach to sourcing advisory, through our groundbreaking ISG Tango sourcing platform.

With ISG Tango, we have digitized elements of our market-leading sourcing transactions business to better serve clients and improve transaction speed and efficiency.

The platform draws on our unmatched data assets, intellectual property and proprietary tools, powered by AI to automate contracting and provide real-time predictive insights that streamline the transaction process and accelerate time to agreement.

In 2024, we were awarded a second U.S.

patent for our proprietary AI-powered contracting technology, and we have a third patent pending for a next-level solution.

These patented capabilities are offered as part of our GovernX vendor compliance and risk management platform.

To sharpen our focus on our core strengths, in early October we sold our automation unit to UST for more than $20 million in cash, a move that significantly improved our balance sheet.

We decided to sell the business because its growing reliance on software license sales for robotic process automation was at odds with our position as an independent, third-party advisory firm.

With our stronger cash position, we reduced our debt by $7 million in the fourth quarter, and by $20 million, or 25 percent, for the year.

We also paid dividends of $9.4 million and repurchased $7.7 million of ISG shares during the year.

On an operating basis, ISG delivered revenues of $248 million, down 15 percent, due to a sluggish first half of the year.

We saw an uptick in client demand in the back half of the year.

Our more predictable recurring revenue streams, meanwhile, continue to grow as a percentage of our total revenues.

For the full year, recurring revenues were $118 million dollars, or 48 percent of firm revenues.

Our recurring revenues were powered by growth in our ISG Research business, with its expanded portfolio of software and technology research;

in our ISG GovernX® vendor compliance and risk management business, as we added new capabilities and clients, and in our U.S.

Public Sector business, as more state and local government entities turn to us to support their technology modernization initiatives through long-term contracts.

Adjusted EBITDA, though down from the prior year on lower revenues, also began to rebound in the fourth quarter, up 11 percent, with our adjusted EBITDA margin up 200 basis points.

This was due to our disciplined operating approach, our higher utilization in the fourth quarter – up more than 700 basis points year over year – and our improved business mix.

2025 was a year of accelerating growth for ISG.

Fueled by continuing client interest in our AI-powered transformation services, an improved business mix and our disciplined operating approach.

Our 2025 results were achieved in the face of macroeconomic headwinds that resulted in longer decision cycles and cautious spending.

Leading the way was our Americas business, which had its strongest revenue growth since 2021, up 11 percent, excluding 2024 results from our divested automation unit.

We also saw solid improvement in our EMEA region in the second half, capped by 28 percent growth in the fourth quarter as the region began to recover from earlier macro challenges.

Enterprise AI consulting and research, not surprisingly, played a significant part in our growth, and now represents about 30 percent of our firmwide revenue, up from 10 percent last year.

We have served more than 350 clients with AI advisory and research services this year, focusing on strategy, sourcing, data transformation and agentic AI.

That’s up more than 200 percent from the prior year.

Our recurring revenue, meanwhile, continues to be a strength, with growth driven by our Research and Governance units.

Recurring revenues, highly valued for their predictability, represented 46 percent of our firmwide total in 2025.

Our ISG Research business delivered double-digit growth, led by our ISG Provider Lens® provider evaluation research and ISG Events.

Client interest in AI-related content continues to rise, evidenced by our five sold-out AI Impact Summit events held across the globe in 2025.

In addition, our third annual State of Enterprise AI Adoption study quickly became our most downloaded report ever.

Software continues to be a significant spend category for enterprises, with global spending expected to double to more than $1.4 trillion by end of 2030, with AI as a catalyst.

In 2025, our Software unit achieved double-digit growth, reflecting strong enterprise demand for insights and support in this area.

Our ISG Platforms, infused with the power of AI, also performed well, especially our ISG GovernX® supplier governance and risk management platform.

Leveraging GovernX, our Governance unit served more than 80 clients in 2025, growing both revenue and capabilities.

Soon to be launched is a new AI governance solution that will help clients manage AI risk.

ISG Tango™, our AI-powered, future-proof sourcing solution, has quickly become our most successful platform product to date.

We are now managing more than $25 billion of total contract value through the platform, as we continue to transition our sourcing work to Tango.

In addition to modernizing and ensuring our entire sourcing process is more efficient, ISG Tango also gives us the platform capabilities we need to expand into the underserved mid-market (enterprises with $10 billion of revenue or less).

With the power of Tango and our dedicated approach, we have been very successful in penetrating this market, adding more than 50 new clients in 2025.

Our Enterprise Change and Training as a Service (TaaS) business had a strong year, landing some of our largest multi-year accounts in 2025.

Importantly, the number of our broader advisory engagements that included OCM increased by 20 percent this year, as change management becomes more integral to our solutioning.

In addition to our organic growth initiatives, we expanded our business in Europe this year by acquiring Martino & Partners, a highly regarded strategic advisory firm that serves primarily public sector clients in Italy.

This acquisition expands our addressable market in Italy, where we see an emerging growth opportunity.

In another move to expand our capabilities, we acquired the AI Maturity Index in January this year.

This AI readiness benchmarking and intelligence platform allows organizations to identify gaps in their workforce readiness and use a data-driven approach to achieve rapid improvement.

This offering is already generating strong interest and opening up new client discussions about our broad range of AI-related capabilities.

RESULTS OF OPERATIONS

12 unchanged sentences

Total revenues

Revenues decreased by $43.5 million or approximately 15% in 2024.

The decrease in revenue in the Americas was primarily attributable to a decrease in our Advisory, Network & Software Advisory Services (“NaSa”) and Automation service lines, partially offset by an increase in Research service line.

The decrease in revenue in Europe was primarily attributable to a decrease in our Advisory and Automation service lines.

The decrease in revenue in Asia Pacific was primarily attributable to a decrease in our Advisory service line.

The sale of Automation service line also attributed to the decrease in revenue in the Americas and Europe.

Total revenues for the year ended December 31, 2025 decreased by $2.9 million or approximately 1% in 2025, with revenues decreasing in Europe and Asia Pacific but increasing in the Americas.

The increase revenue in the Americas was primarily due to an increase in the Consulting, Research, and GovernX service lines, partially offset by a decrease due to the prior year’s sale of the Automation service line and lower revenue in the Network & Software (“NaSa”) service line.

The decrease in revenue in Europe was primarily attributable to the prior year’s sale of the Automation service line and lower revenues in the NaSa and GovernX service lines, partially offset by an increase

in the Consulting service line.

The revenue decrease in Asia Pacific was primarily attributable to a decrease in the Consulting, NaSa and GovernX service lines.

The translation of foreign currency revenues into U.S.

dollars had a positive impact in Europe and Asia Pacific compared to the prior year by $0.7 million.

dollars positively impacted performance in Europe and Asia Pacific compared to the prior year by $2.3 million.

Operating Expenses

8 unchanged sentences

Total operating expenses decreased by $14.9 million, or approximately 6%, in 2025.

The decrease in operating expenses was due primarily to lower contract labor of $13.7 million, compensation expenses of $10.5 million, license fees of $5.7 million, contingent consideration adjustment of $2.5 million, restructuring costs of $2.4 million, non-cash stock-based compensation of $1.1 million, professional fees of $0.7 million and travel and entertainment expenses of $0.6 million.

These costs were partially offset by higher acquisition- and disposition-related cost of $2.7 million and bad debt expense of $0.6 million.

The decrease in operating expenses was primarily due to lower automation license fees expense of $8.0 million, restructuring costs of $2.6 million, acquisition and disposition-related costs of $2.4 million, compensation expense of $2.7 million, expense reversal associated with an amount that was no longer due to a sub-contractor of $1.9 million, computer expense of $0.3 million, bad debt expense of $0.2 million, and stock-based compensation of $0.2 million.

These costs were partially offset by the prior year’s contingent consideration adjustment of $1.5 million, higher legal reserves of $1.9 million, travel and entertainment expense of $1.2 million, and professional fees of $0.6 million.

Compensation costs consist of a mix of fixed and variable salaries, annual bonuses, benefits and retirement plan contributions.

8 unchanged sentences

Also included in training and professional development are expenses associated with the development, enhancement and maintenance of our proprietary methodologies and tools and the systems that support them.

Selling, general and administrative expenses consist principally of executive management compensation, allocations of billable employee compensation related to general management activities, IT infrastructure and costs for finance, accounting, information

technology and human resource functions.

General and administrative costs also reflect continued investment associated with implementing and operating client and employee management systems.

1 unchanged sentence

Depreciation and amortization expenses amounted to $4.5 million in 2025 and $5.9 million in 2024, respectively.

The decrease of $0.4 million was primarily due to the sale of the automation business in 2024.

The decrease of $1.4 million was primarily due to the sale of the automation business on October 1, 2024.

Our fixed assets consist of furniture, fixtures, equipment (mainly personal computers) and leasehold improvements.

12 unchanged sentences

Gain on the sale of business

Foreign currency transaction gain

Foreign currency transaction (loss) gain

Total other expense, net

The total decrease of $5.3 million was primarily attributable to gain on the sale of business of $4.5 million that is related to the sale of the automation business.

The total increase of $2.7 million was primarily attributable to the reduction of gain on the sale of business of $3.8 million that is related to the prior year sale of the Automation business, and lower interest income and partially offset by lower interest expense attributable to a lower debt balance and lower interest rates.

Income Tax Expense

9 unchanged sentences

We use non-GAAP financial measures to supplement the financial information presented on a GAAP basis.

We provide adjusted EBITDA (defined as net income, plus interest, taxes, depreciation and amortization, foreign currency transaction gains/losses, non-cash stock compensation, interest accretion associated with contingent consideration, tax indemnity receivables, accounts receivables reserve, acquisition and disposition-related costs, gain/loss on sale of business and severance, integration and other expense), adjusted net income (defined as net income, plus amortization of intangible assets, non-cash stock compensation, foreign currency transaction gains/losses, interest accretion associated with contingent consideration, acquisition and disposition-related costs, accounts receivable reserves, write-off of deferred financing cost and severance, integration, gain/loss sales of business and other expense on a tax-adjusted basis) and adjusted net income per diluted share, excluding the net of tax effect of the items set forth in the table below.

These are non-GAAP measures that the

Company believes provide useful information to both management and investors by excluding certain expenses and financial implications of foreign currency translations that management believes are not indicative of ISG’s core operations.

We provide adjusted EBITDA (defined as net income, plus interest, taxes, depreciation and amortization, foreign currency transaction gains/losses, non-cash stock compensation, interest accretion associated with contingent consideration, loss on assets disposal, change in contingent consideration, acquisition and disposition-related costs, gain on sale of business and severance, integration and other expense), adjusted net income (defined as net income, plus amortization of intangible assets, non-cash stock compensation, foreign currency transaction gains/losses, interest accretion associated with contingent consideration, acquisition and disposition-related costs, loss on assets disposal, change in contingent consideration, and severance, integration and other expense, gain sales of business on a tax-adjusted basis) and adjusted net income per diluted share, excluding the net of tax effect of the items set forth in the table below.

These are non-GAAP measures that the Company believes provide useful information to both management and investors by excluding certain expenses and financial implications of foreign currency translations that management believes are not indicative of ISG’s core operations.

These non-GAAP measures are used by the Company to evaluate the Company’s business strategies and management’s performance and exclude non-cash and certain other special charges that some investors may believe obscure the user’s overall understanding of the Company’s current financial performance and the Company’s prospects for the future.

We believe that these non-GAAP financial measures provide useful information to investors because they improve the comparability of the financial results between periods and provide for greater transparency of key measures used to evaluate the Company’s performance.

We believe that these non-GAAP financial measures provide useful information to investors because

they improve the comparability of the financial results between periods and provide for greater transparency of key measures used to evaluate the Company’s performance.

Years Ended December 31,

1 unchanged sentence

Interest expense (net of interest income)

Income taxes provision

Depreciation and amortization

Gain on sale of business

Interest accretion associated with contingent consideration

Loss on assets disposal

Gain on the sale of business

Change in contingent consideration (Note 2)

1 unchanged sentence

Severance, integration and other expense

Accounts receivable reserves (3)

Tax indemnity receivables

Foreign currency transaction loss

7 unchanged sentences

Change in contingent consideration (Note 2)

Loss on assets disposal

Gain on the sale of business

Acquisition and disposition-related costs (1)

Accounts receivable reserves (3)

Gain on sale of business

Severance, integration and other expense

Write-off of deferred financing costs

Foreign currency transaction loss

6 unchanged sentences

Interest accretion associated with contingent consideration

Loss on assets disposal

Gain on the sale of assets

Change in contingent consideration (Note 2)

Acquisition and disposition-related costs (1)

Accounts receivable reserves (3)

Gain on sale of business

Severance, integration and other expense

Write-off of deferred financing costs

Foreign currency transaction loss

6 unchanged sentences

states and foreign jurisdictions.

Adjustment relates to a specific reserve of $4.8 million related to one client with whom we ceased performing services during the fourth quarter of 2023, following the client’s failure to make payments as per the contracted payment schedule.

Refer to Note 2 of the consolidated financial statements for further detail.

LIQUIDITY AND CAPITAL RESOURCES

10 unchanged sentences

Effect of exchange rate changes on cash

Net increase (decrease) in cash, cash equivalents, and restricted cash

Net increase in cash, cash equivalents, and restricted cash

As of December 31, 2025, our liquidity and capital resources included cash, cash equivalents and restricted cash of $28.8 million compared to $23.2 million as of December 31, 2024, a net increase of $5.6 million, which was primarily attributable to the following:

● our operating activities provided net cash of $29.0 million for the year ended December 31, 2025.

Net cash provided from operations was primarily attributable to our net income after adjustments for non-cash charges of approximately $10.0 million and $9.9 million provided from working capital primarily attributable to $7.1 million change in account receivables, a change in prepaid expenses and other assets of $5.0 million, $0.7 million change in contract liabilities, partially offset by a $1.6 million change in accounts payable and a $1.4 million change in accrued expenses and other liabilities;

Net cash provided from operations was primarily attributable to our net income after adjustments for non-cash charges of approximately $22.5 million and $6.5 million provided from working capital primarily attributable to $7.8 million change in accrued expenses and other liabilities, a change in accounts payable of $0.6 million, and $0.2 million change in prepaid expenses and other assets, partially offset by a change in account receivables of $1.8 million, and a $0.3 million change in contract liabilities ;

● treasury share repurchases of $9.3 million;

4 unchanged sentences

● payment of contingent consideration of $0.6 million;

● proceed from the sale of automation business of $21.8 million:

● proceeds from UST Global Inc.

for final working capital settlement of $0.7 million, in connection with sale of the Automation business;

● payment for the acquisition of Martino & Partners of $1.6 million;

● proceeds from the sale of the Automation business of $2.0 million;

● capital expenditures for property, plant and equipment of $4.0 million;

14 unchanged sentences

● 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 as of December 31, 2024 and $79.2 million as of December 31, 2023, which are carried at amortized cost.

The Company’s financial statements include outstanding borrowings of $59.2 million at both of December 31, 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.

2 unchanged sentences

The incremental borrowing rate used to discount future cash flows was 5.3% and 6.4% for December 31, 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.

In 2024, the Company borrowed $28.0 million and subsequent repaid $48.0 million of its revolving credit facility.

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.

In 2025, the Company borrowed $15.0 million and subsequently repaid $15.0 million of its revolving credit facility.

The Company is currently in compliance with its financial covenants.

35 unchanged sentences

Revenue for these contracts is recognized proportionally over the term of the contract using an input method based on the proportion of labor hours incurred as compared to the total estimated labor hours for the fixed-fee contract performance obligations, which we consider the best available indicator of the pattern and timing in which contract performance obligations are fulfilled and control transfers to the customer.

This percentage is multiplied by the contracted dollar amount of the project to determine the amount

of revenue to recognize in an accounting period.

This percentage is multiplied by the contracted dollar amount of the project to determine the amount of revenue to recognize in an accounting period.

The contracted amount used in this calculation typically excludes the amount the client pays for reimbursable expenses.

25 unchanged sentences

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-K

Item 7. Management’s Discussion and Analysis