What changed in this filing

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Item 9A. Controls and Procedures

2026-03-06 compared with 2025-03-13 · 186 added, 178 removed, 882 unchanged (29% of the section changed)

22 unchanged sentences

Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

The design of any system of controls is based in part on certain assumptions about the

likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Projections of any evaluation of the effectiveness of our controls to future periods are subject to risks.

133 unchanged sentences

Comprehensive income :

Foreign currency translation (loss) gain, net of tax (benefit) expense of $( 331 ), and $ 212 , respectively

Foreign currency translation gain, net of tax expense (benefit) of $ 515 , and $( 331 ) respectively

Comprehensive income

6 unchanged sentences

Balance December 31, 2023

Other comprehensive gain

Impact of change in accounting policy (Note 2)

Other comprehensive loss

Treasury shares repurchased

1 unchanged sentence

Issuance of common stock for RSUs vested

Issuance of common stock for Change 4 Growth

Accrued dividends on unvested shares

2 unchanged sentences

Balance December 31, 2024

Other comprehensive loss

Other comprehensive gain

Treasury shares repurchased

1 unchanged sentence

Issuance of common stock for RSUs vested

Issuance of common stock for Change 4 Growth

Issuance of common stock for Martino & Partners

Accrued dividends on unvested shares

8 unchanged sentences

Cash flows from operating activities

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation expense

1 unchanged sentence

Deferred tax expense (benefit) from stock issuances

Write-off of deferred financing costs

Amortization of deferred financing costs

1 unchanged sentence

Change in fair value of contingent consideration

Gain on the sale on business

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)

Divestiture, net of cash disposed (Note 5)

Ventana Research acquisition (Note 4)

Purchase of furniture, fixtures and equipment

Net cash provided by (used in) investing activities

Net working capital settlement from divestiture (Note 2)

Net cash (used in) provided by investing activities

Cash flows from financing activities

1 unchanged sentence

Repayment of outstanding debt (Note 13)

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

Proceeds from issuance of employee stock purchase plan shares

Debt financing costs

Payments related to tax withholding for stock-based compensation

4 unchanged sentences

Effect of exchange rate changes on cash

Net decrease in cash, cash equivalents, and restricted cash

Net increase in cash, cash equivalents, and restricted cash

Cash, cash equivalents , and restricted cash , beginning of period

4 unchanged sentences

Non-cash investing and financing activities:

Right-of-use assets obtained in exchange for lease liabilities (Note 9)

Issuance of treasury stock for vested restricted stock units

Additional proceeds received for disposal on sale of business (Note 5)

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

4 unchanged sentences

Information Services Group, Inc.

(the “Company” or “ISG”) is a global 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 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 approximately 1,500 professionals worldwide working together to help clients maximize the value of their technology investments.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

25 unchanged sentences

The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of clients to pay fees or for disputes that affect its ability to fully collect billed accounts receivable.

The allowance for these risks is prepared by reviewing the status of all accounts and recording reserves on a

The allowance for these risks is prepared by reviewing the status of all accounts and recording reserves on a specific identification method based on previous experiences and historical bad debts.

However, our actual experience may vary from these

INFORMATION SERVICES GROUP, INC.

1 unchanged sentence

(tabular amounts in thousands, except per share data)

specific identification method based on previous experiences and historical bad debts.

However, our actual experience may vary from these estimates.

If the financial condition of our clients were to deteriorate, resulting in their inability or unwillingness to pay their invoices, we may need to record additional allowances or write-offs in future periods.

1 unchanged sentence

Historically, the Company’s bad debt reserves and write-offs have not been significant.

The provision for unbilled services is recorded as a bad debt expense however, to the extent an adjustment to unbilled relates to fee adjustments and other discretionary pricing adjustments it is recorded to revenue.

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

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

The provision for unbilled services is recorded as a bad debt expense;

however, to the extent an adjustment to unbilled relates to fee adjustments and other discretionary pricing adjustments, it is recorded to revenue.

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.

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.

Accordingly, during the fourth quarter of 2023, the Company recorded through bad debt expense an allowance for doubtful accounts reserve of $ 4.9 million associated with this client.

The specific reserve recorded as of December 31, 2024 represents management's best estimate of the probable amount of collection related to the outstanding amounts under these agreements.

We are currently pursuing legal action against the former client, which has resulted in a favorable preliminary judgment for ISG that is subject to appeal by the former client.

Actual collections from the client may differ from the Company's estimate.

We are currently engaged in litigation with a client over a disputed accounts receivable balance for services rendered and mediation arrangement are currently being explored.

As we believe the balance of approximately $ 4.7 million is collectible, we have not recorded a reserve.

The Company will continue to reassess the need for a reserve in future periods.

The specific reserve recorded as of December 31, 2024 represented management’s best estimate of the probable amount of collection related to the outstanding amounts under these agreements.

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 such period.

As of December 31, 2025, $ 1.3 million of the reserve on the other multi-year project remains.

The Company commenced legal action against the client in April 2024 to collect the outstanding receivables on the other multi-year project.

On September 3, 2025, the court issued its final non appealable judgement holding the client liable to the Company for approximately $ 5.6 million, plus applicable legal interest at 5 % per annum until full payment is made.

The Company is continuing to aggressively pursue collection on this judgement against the former client through asset discovery authorized by court orders, though no assets have yet been identified to satisfy the judgement.

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

It is unclear at this time if the court judgement will be satisfied by this client’s assets.

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

The Company plans to pursue collection of the full outstanding balance of $ 4.7 million in litigation.

As of December 31, 2025, we have not recorded material reserves against this balance.

The Company will continue to reassess ultimate collectability and the need for reserves in future periods.

Prepaid Expenses and Other Current Assets

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During the years ended December 31, 2025 and 2024 the Company capitalized $ 1.8 million and $ 3.2 million, respectively, of costs associated with system and website development.

Our goodwill represents the excess of the cost of businesses acquired over the fair value of the net assets acquired at the date of acquisition.

Goodwill is not amortized but rather tested for impairment at least annually in accordance with accounting and disclosure requirements for goodwill and other indefinite-lived intangible assets.

This test is performed by us during our fourth fiscal quarter or more frequently if we believe impairment indicators are present.

INFORMATION SERVICES GROUP, INC.

1 unchanged sentence

(tabular amounts in thousands, except per share data)

Our goodwill represents the excess of the cost of businesses acquired over the fair value of the net assets acquired at the date of acquisition.

Goodwill is not amortized but rather tested for impairment at least annually in accordance with accounting and disclosure requirements for goodwill and other indefinite-lived intangible assets.

This test is performed by us during our fourth fiscal quarter or more frequently if we believe impairment indicators are present.

A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting unit is less than its carrying amount.

14 unchanged sentences

Deferred issuance costs are classified as a direct deduction to the long-term debt in the accompanying consolidated balance sheet.

Amortization of debt issuance costs is included in interest expense and totaled $ 0.2 million in each of the years ended December 31, 2024, and 2023.

Amortization of debt issuance costs is included in interest expense and totaled $ 0.2 million as of both December 31, 2025 and 2024.

Revenue Recognition

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For contracts with capped fees or not-to-exceed clauses, we monitor our performance and fees billed to ensure that revenue is not recognized in excess of the contractually capped fee.

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

Revenues related to fixed-fee contracts are recognized as value is delivered to the customer, consistent with the transfer of control to the customer over time.

2 unchanged sentences

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

There are situations where the number of hours to complete projects may exceed our original estimate as a

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

result of an increase in project scope or unforeseen events.

There are situations where the number of hours to complete projects may exceed our original estimate as a result of an increase in project scope or unforeseen events.

The results of any revisions in these estimates are reflected in the period in which they become known.

23 unchanged sentences

Reimbursable expenditures totaled $ 1.9 million and $ 1.6 million for the years ended December 31, 2025 and 2024, respectively.

The increase was attributable to more in person meetings with clients to drive revenue when compared to prior year.

Direct Costs and Expenses for Advisors

3 unchanged sentences

Bonus accrual levels are adjusted throughout the year based on actual and projected Company performance.

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

Stock-Based Compensation

2 unchanged sentences

Stock-based compensation expense is recognized ratably over the applicable service period.

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

We follow the provisions of accounting and disclosure requirements for share-based payments, including the measurement and recognition of all share-based compensation under the fair value method.

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● Level 2 measurements include quoted market prices for identical assets or liabilities in an active market that have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets;

● Level 3 measurements include those that are unobservable and of a highly subjective measure.

During 2024, there were no transfers of our financial assets between Level 1, Level 2 or Level 3 measures.

Our financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

INFORMATION SERVICES GROUP, INC.

1 unchanged sentence

(tabular amounts in thousands, except per share data)

● Level 3 measurements include those that are unobservable and of a highly subjective measure.

During 2025, there were no transfers of our financial assets between Level 1, Level 2 or Level 3 measures.

Our financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The following tables summarize assets and liabilities measured at fair value on a recurring basis at the dates indicated:

7 unchanged sentences

Contingent consideration (1)

(1) The current and noncurrent contingent consideration are included in “Accrued expenses and other current liabilities” and “Other liabilities”, respectively, as of December 31, 2024 and December 31, 2023.

(1) As of December 31, 2025, the noncurrent contingent consideration is included in “Other liabilities,” As of December 31, 2024, current and noncurrent contingent consideration are included in Accrued expenses and other current liabilities” and “Other liabilities”.

The fair value measurement of contingent consideration is classified within Level 3 of the fair value hierarchy and reflects the Company’s own assumptions in measuring fair values using the income approach.

1 unchanged sentence

This amount was estimated through a valuation model that incorporated probability-weighted assumptions related to the achievement of these milestones and the likelihood of the Company making payments.

These cash outflow projections have then been discounted using a rate of 4.9 % for both December 31, 2024 and 2023, respectively.

These cash outflow projections have then been discounted using a rate of 6.0 % for December 31, 2025 and 4.9 % for December 31, 2024, respectively.

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

The following table represents the change in the contingent consideration liability during the years ended December 31, 2025 and 2024:

Beginning Balance

Change 4 Growth earnout adjustment (1)

Change 4 Growth contingent consideration adjustment (1)

Change 4 Growth contingent consideration payment

Ventana earnout adjustment (1)

Ventana contingent consideration adjustment (1)

Ventana contingent consideration payment

Martino & Partners contingent consideration accrued

Accretion of contingent consideration

Martino & Partners contingent consideration accrued adjustment

Ending Balance

(1) The Change 4 Growth and Ventana earnout adjustment relate to the expected target achievement not being met for certain milestones specific to the respective acquisitions.

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

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 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.

13 unchanged sentences

Recently Issued Accounting Pronouncements.

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued new guidance on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable and contract assets, and available for sale debt securities.

The new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses and additional disclosures.

We adopted this standard using the modified retrospective approach with an effective date of January 1, 2023 .

The Company recognized a cumulative effect adjustment increasing accumulated deficit and increasing the allowance for credit losses by $ 0.1 million .

Segment Reporting

In November 2023, the FASB issued amended guidance on segment reporting to improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses.

This amended guidance is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024.

The Company is a single reportable segment entity.

We adopted this standard by disclosing our services as a single reportable segment entity.

Refer to Note 18 for more details.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued updated guidance to enhance the transparency of income tax disclosure by requiring disaggregated information about an entity’s effective tax rate reconciliation, as well as information on taxes paid.

This updated guidance is effective for annual periods beginning after December 15, 2024.

The Company is currently evaluating the impact on its consolidated financial statements.

The Company adopted this standard prospectively by disaggregating the effective tax rate reconciliation and income taxes paid.

Refer to Note 16 for more details.

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

Income Statement Disaggregation

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The ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

Early adoption is

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

permitted for annual financial statements that have not yet been issued.

Early adoption is permitted for annual financial statements that have not yet been issued.

The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures.

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As of December 31, 2025, the Company had $ 118.9 million of remaining performance obligations, the majority of which are expected to be satisfied within the next year.

Out-of-Period Adjustment

In conjunction with the Company’s close process for the second quarter of 2024, management identified a $ 0.5 million error related to revenue incorrectly recognized during the third quarter of 2022.

Accordingly, the Company recorded a $ 0.5 million adjustment in the

INFORMATION SERVICES GROUP, INC.

1 unchanged sentence

(tabular amounts in thousands, except per share data)

current period to reduce revenue.

Management evaluated the pre-tax impact of this error of $ 0.5 million on the Company’s previously reported interim and annual financial statement for Q3 2022 and full year 2022 consolidated financial statements and determined that the impact of this misstatement is not material to the consolidated financial statements of the current annual period or for any prior quarterly or annual periods.

Out-of-Period Adjustment

Accordingly, the Company recorded a $ 0.5 million adjustment in the second quarter of 2024 to reduce revenue.

NOTE 4 — ACQUISITION

Ventana Research Acquisition

On October 31, 2023, a subsidiary of the Company executed an Asset Purchase Agreement with Ventana Research, Inc.

(“Ventana Research”) and consummated the acquisition of substantially all assets, and assumed certain liabilities, of Ventana Research.

The purchase price was comprised of $ 1.0 million of cash consideration paid at closing.

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

At the agreement date, the Company estimated such earn-out payment would be $ 1.7 million.

The following table summarizes the final consideration transferred to acquire Ventana Research and the amount of identified assets acquired, and liabilities assumed, as of the agreement date:

Contingent consideration

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

The amount of recognized identifiable assets acquired and liabilities assumed as of the agreement date:

Accounts receivable

The amount of recognized identifiable assets acquired and liabilities assumed as of the acquisition date:

Current assets

Intangible assets

Contract liabilities

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 the legacy Ventana Research workforce and allowing the Company to penetrate an entirely new market sector:

software technology vendors.

Costs associated with this acquisition are included in the selling, general and administrative expense in the Consolidated Statement of Income and Comprehensive Income and totaled $ 0.1 million during the year ended December 31, 2023.

This business combination was accounted for under the acquisition method of accounting, and as such, the aggregate purchase price was allocated on a preliminary basis to the assets acquired and liabilities assumed based on estimated fair values as of the closing date.

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

Purchase Price

Amortizable intangible assets:

Trademark and trade name

Customer relationships

Noncompete agreements

Total intangible assets

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 were immaterial during the year ended December 31, 2025.

INFORMATION SERVICES GROUP, INC.

1 unchanged sentence

(tabular amounts in thousands, except per share data)

The Consolidated Statement of Income and Comprehensive Income includes revenue from the Ventana Research acquisition subsequent to the closing.

Had the acquisition occurred as of January 1, 2023, approximately $ 3.9 million of revenue would have been recognized.

Change 4 Growth Acquisition

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 the right for Change 4 Growth to receive additional consideration paid via earn-out payments, if certain financial targets are met.

At the agreement date, the company estimated such earn-out payment would be $ 5.6 million.

The following table summarizes the consideration transferred to acquire Change 4 Growth and the amounts of identified assets acquired, and liabilities assumed as of the agreement date:

Accrued working capital adjustment

ISG common stock

Contingent consideration

Total allocable purchase price

This acquisition was accounted for under the acquisition method of accounting, and as such, the aggregate purchase price was allocated to the assets acquired and liabilities assumed based on the fair values as of the closing date.

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

Accounts receivable and contract assets

Intangible assets

Accounts payable and accrued expense

Contract 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 Change 4 Growth workforce and associated organizational change management expertise to enhance and expand the offerings of the ISG Enterprise Change service line.

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

5 unchanged sentences

Total intangible assets

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

The Consolidated Statement of Income and Comprehensive Income includes revenue from the Change 4 Growth acquisition subsequent to the closing.

Had the acquisition occurred as of January 1, 2022, approximately $ 7.0 million of revenue would have been recognized.

NOTE 5—DIVESTITURES

On October 1, 2024, the Company completed the sale of its Automation business line to UST Global Inc for $ 27 million in an all-cash transaction, of which $ 20 million was paid in cash at closing and $ 7 million was placed in escrow, with $ 4 million of the escrowed amount being released within 90 days of closing of the transaction based upon receipt of a consent, delivery of a notice, or the entering into a spin-off agreement with a list of clients whose contracts require one of the foregoing actions.

The remaining $ 3 million of the escrowed amount will be released following the end of the quarter ending March 31, 2025, based upon achievement of certain revenue targets by the divested Automation business for the period from October 1, 2024 to March 31, 2025.

Upon the achievement of certain contractual requirements, for the year ended December 31, 2024 the company received an additional $ 2.1 million in cash and recorded a receivable of $ 1.9 million related to the escrowed amounts.

The $ 1.9 million receivable is recorded in Prepaid expenses and other current assets on the Consolidated Balance sheet as of December 31, 2024 and was subsequently collected in the first quarter of 2025.

On October 1, 2024, the Company completed the sale of its Automation business line to UST Global Inc.

(“UST”) for $ 27 million in an all-cash transaction, of which $ 20 million was paid in cash at closing and $ 7 million was placed in escrow, with $ 4 million of the escrowed amount being released within 90 days of closing of the transaction based upon receipt of a consent, delivery of a notice, or the entering into a spin-off agreement with a list of clients whose contracts require one of the foregoing actions .

The gain on sale of $ 4.5 million was recognized in Gain on the sale of business and $ 2.9 million of disposition expenses was recognized in Selling, general and administrative within the Consolidated Statement of Income and Comprehensive Income for the year ended December 31, 2024.

The Company did not report the sale in discontinued operations as it was not a strategic shift that would have a major effect on the Company’s operations and financial results.

Based on the achievement of certain contractual requirements for the year ended December 31, 2024, the Company received $ 2 million of remaining proceeds held in escrow in cash during the first quarter of 2025.

Additionally, pursuant to the purchase agreement, which provided for a working capital adjustment, the Company received $ 0.7 million from UST as final settlement during the third quarter of 2025.

NOTE 6—NET INCOME PER COMMON SHARE

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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 year ended December 31, 2024, 4.3 million restricted stock units have not been considered in the diluted earnings per share calculation, as the effect would anti-dilutive.

For the year ended December 31, 2025, 2.2 million restricted stock units have not been considered in the diluted earnings per share calculation, as the effect would be anti-dilutive.

The following tables set forth the computation of basic and diluted earnings per share:

Year Ended December 31,

Net income (loss)

Weighted average common shares

Earnings (loss) per share

Net income (loss)

Earnings per share

Basic weighted average common shares

1 unchanged sentence

Diluted weighted average common shares

Diluted earnings (loss) per share

Diluted earnings per share

INFORMATION SERVICES GROUP, INC.

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Accumulated depreciation

Depreciation expense was $ 3.3 million and $ 3.1 million for the years ended December 31, 2024 and 2023, respectively.

Depreciation expense was $ 3.3 million and at both December 31, 2025 and 2024.

NOTE 9—LEASES

The Company recognizes lease payments in the Consolidated Statements of Income and Comprehensive Income on a straight-line basis over the lease term.

The Company recognizes lease expense in the Consolidated Statements of Income and Comprehensive Income on a straight-line basis over the lease term.

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 which 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 anniversary of the rent commencement date.

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

INFORMATION SERVICES GROUP, INC.

2 unchanged sentences

The components of lease expense were as follows:

Years Ended December 31,

Operating lease cost

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(In thousands, except lease term and discount rate)

Years Ended December 31,

Operating leases

Operating lease right-of-use assets

Operating lease

Operating lease right-of-use asset

Current operating lease liabilities (1)

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Weighted average remaining lease term (in years)

Operating leases

Operating lease

Finance leases

Weighted average discount rate

Operating leases

Operating lease

Finance leases

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NOTE 12—ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

The components of accrued liabilities for the years ended December 31, 2024 and 2023 are as follows:

The components of accrued liabilities and other current liabilities for the years ended December 31, 2025 and 2024 are as follows:

Accrued payroll, incentive, and vacation

Accrued corporate and payroll related taxes

Accrued contractors expenses

Accrued contractor expenses

Contingent consideration-current

Current operating lease liability

Accrued license expense

INFORMATION SERVICES GROUP, INC.

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

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 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.

The fair value

INFORMATION SERVICES GROUP, INC.

1 unchanged sentence

(tabular amounts in thousands, except per share data)

The fair value of the Company's outstanding borrowings was approximately $ 59.6 million and $ 79.8 million at December 31, 2024 and December 31, 2023, respectively.

of the Company's outstanding borrowings was approximately $ 59.5 million and $ 59.6 million at December 31, 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.

6 unchanged sentences

Management believes that all material liabilities of which it is aware are properly reflected in the financial statements at December 31, 2025 and 2024.

Martino & Partners Contingent Consideration

As of December 31, 2025, the Company has recorded a liability of EUR 0.3 million (USD 0.4 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 Sheets.

Ventana Research Contingent Consideration

As of December 31, 2024, 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 was classified as non-current and included in “Other liabilities” on the Consolidated Balance Sheets.

The Company paid $ 0.2 million in April 2024 related to 2023 performance.

On October 31, 2023, a subsidiary of the Company executed an Asset Purchase Agreement with Ventana Research, Inc.

(“Ventana Research”) and consummated the acquisition of substantially all assets, and assumption of certain liabilities, of Ventana Research.

The purchase price was comprised of $ 1.0 million of cash consideration paid at closing.

The Company paid $ 0.2 million in April 2024, which was related to 2023 performance.

The Company no longer has a related liability as of December 31, 2025.

Change 4 Growth Contingent Consideration

As of December 31, 2024, the Company has recorded a liability of $ 0.5 million representing the estimated fair value of contingent consideration related to the acquisition of Change 4 Growth, which is classified as current and included in accrued expenses on the Consolidated Balance Sheets.

The Company paid $ 2.2 million in April 2024, which was comprised of $ 1.5 million of cash consideration and $ 0.7 million of shares of ISG common stock related, to 2023 performance.

The purchase price was comprised of $ 3.8 million of cash consideration and, $ 0.6 million of shares of ISG common stock issued promptly after

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

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 the Company’s 2024 performance.

The Company no longer has a related liability as of December 31, 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 ASC Topic 450, Contingencies, or other applicable accounting standards.

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

Based on the information available at the present time, the Company is unable to predict the ultimate outcome of any litigation or claims.

However, the Company intends to vigorously defend its legal position on all claims and, to the extent necessary, seek recovery.

NOTE 15—RELATED PARTY TRANSACTIONS

From time to time, the Company may have receivables and payables with employees and shareholders.

The Company had outstanding receivables from related parties, including shareholders, totaling $ 0.0 million and $ 0.2 million as of December 31, 2024 and 2023, respectively, and no outstanding payables.

These transactions related to personal withholding taxes paid on behalf of expatriate employees.

The Company had no material outstanding receivables from related parties, including shareholders, at both December 31, 2025 and 2024, and no outstanding payables.

NOTE 16—INCOME TAXES

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Tax provision computed at 21 %

State income taxes, net of federal benefit

Foreign tax effect

Foreign rate differential

Other foreign jurisdictions

Effects of cross-border tax laws

GILTI Inclusion

FDII Deduction

Change in valuation allowances

Nontaxable or nondeductible items

Limitation on executive compensation

Effective income tax rates

State and local income tax expense was primarily attributable to Illinois, New York, Texas, California, and New Jersey , which together comprised more than 50% of total state and local tax expense for the period ended December 31, 2025.

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

Years Ended December 31,

Tax provision computed at 21 %

Nondeductible expenses

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Effective income tax rates

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities were as follows:

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The Company also has a federal tax credit carryforward of approximately $ 3.1 million, which will begin to expire in 2027, if not utilized.

As of December 31, 2024, the Company generated a tax capital loss carryforward of $ 8.0 million as a result of the sale of the automation business.

As of December 31, 2025, the Company has a tax capital loss carryforward of $ 7.6 million as a result of the sale of the automation business.

If not utilized, the carryforward will expire in 2029.

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

Uncertain tax positions

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It is the Company’s policy to accrue for interest and penalties related to its uncertain tax positions within income tax expense.

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

A tabular reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the period is as follows:

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income tax examinations by tax authorities for years before 2017.

Net cash paid (refunds received) for income taxes are as follows:

Federal (National) (net of refunds received)

State & Local (net of refunds received)

Foreign (net of refunds received)

United Kingdom

Other foreign jurisdiction

NOTE 17—STOCK-BASED COMPENSATION PLANS

The Amended and Restated 2007 Equity and Incentive Award Plan (the “Incentive Plan”) and Amended and Restated 2007 Employee Stock Purchase Plan (“ESPP”) were approved by the Company’s stockholders at our 2014 annual meeting, with subsequent amendments to the Incentive Plan being approved by the Company’s stockholders at our 2017 annual meeting and 2020 annual meeting and a subsequent amendment to the ESPP being approved by the Company’s stockholders at our 2020 annual meeting.

The Amended and Restated 2007 Equity and Incentive Award Plan (the “Incentive Plan”) and Amended and Restated 2007 Employee Stock Purchase Plan (“ESPP” and collectively with the Incentive Plan, the “Plans”) were approved by the Company’s stockholders at our 2014 annual meeting, with subsequent amendments to the Plans being approved by the Company’s stockholders at our 2017, 2020 and 2025 annual meetings and a subsequent amendment to the ESPP being approved by the Company’s stockholders at our 2020 and 2025 annual meetings.

Subject to the terms of the Incentive Plan, the Incentive Plan authorizes the grant of awards, which awards may be made in the form of (i) nonqualified stock options;

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and (vii) incentive awards, a cash-denominated award earnable by achievement of performance goals.

The issuance of shares or the payment of cash upon the exercise of an award or in consideration of the cancellation or termination of an award shall reduce the total number of shares available under the Incentive Plan, as applicable.

The issuance of shares or the payment of cash upon the exercise

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

of an award or in consideration of the cancellation or termination of an award shall reduce the total number of shares available under the Incentive Plan, as applicable.

The provisions of each award will vary based on the type of award granted and will be specified by the Compensation Committee of the Board of Directors.

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The SARs granted under the Incentive Plan are granted with an exercise price equal to the fair market value of the Company’s common stock at the time the SARs are granted.

At the 2020 annual meeting, our stockholders approved an amendment to the Incentive Plan to increase the number of shares of common stock available for issuance under the Incentive Plan by 5,500,000 shares (the “Incentive Plan Amendment”).

At the 2025 annual meeting, our stockholders approved (i) an amendment to the Incentive Plan to increase the number of shares of common stock available for issuance under such plan by 4,400,000 shares (the “Incentive Plan Amendment”) and (ii) an amendment to the ESPP to increase the number of shares of common stock available for issuance under the ESPP by 1,200,000 shares.

As of December 31, 2025, there were 3,972,167 and 1,447,958 shares available for grant under the Incentive Plan and ESPP, respectively.

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Dividends accrue and will be paid if and when the restricted shares vest.

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

The Company has also granted RSUs to specific employees which have the following characteristics:

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The fair value of RSUs is determined based on the closing price of the Company’s common stock on the grant date.

The total fair value is amortized to expense on a straight-line basis over the vesting period.

The total fair value is amortized to expense on a straight-line basis over the vesting period and forfeitures are accounted for as they occur.

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

A summary of the status of the Company’s RSUs issued under its Incentive Plan as of December 31, 2025, and changes during the years then ended, is presented below:

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The ESPP permits eligible employees to purchase common stock through payroll deductions, ranging from one to ten percent of their eligible earnings subject to IRS regulated cap of $ 25,000 .

The price of common stock purchased under the ESPP is 90 % of the fair market value of the common stock on the applicable

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

purchase date.

The price of common stock purchased under the ESPP is 90 % of the fair market value of the common stock on the applicable purchase date.

Employees may end their participation in an offering at any time during the offering period, and participation ends automatically upon termination of employment.

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For the year ended December 31, 2025, the Company issued 149,779 shares for the ESPP.

There were 397,737 shares available for purchase at December 31, 2024 under the ESPP.

There were 1,447,958 shares available for purchase as of December 31, 2025 under the ESPP.

NOTE 18—SEGMENT AND GEOGRAPHICAL INFORMATION

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The CODM uses net income as presented on our Consolidated Statement of Income and Comprehensive Income in evaluating performance and determining how to allocate resources of the company as a whole.

INFORMATION SERVICES GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(tabular amounts in thousands, except per share data)

Geographical information for the segment is as follows:

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Includes revenues from operations in the United Kingdom of $ 14.7 million and $ 16.9 million in 2025 and 2024, respectively.

Includes revenues from operations in Australia of $ 18.1 million and $ 22.6 million in in 2024 and 2023, respectively.

Includes revenues from operations in Australia of $ 15.4 million and $ 18.1 million in 2025 and 2024, respectively.

INFORMATION SERVICES GROUP, INC.

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Computer expense

Restructuring costs

Other segment expenses (1)

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Income tax provision

(1) Other segment expenses include communication, occupancy, restructuring, marketing, stock-based compensation, acquisition- and-disposition and other overhead expenses.

(1) Other segment expenses include communication, occupancy, marketing, stock-based compensation, acquisition- and-disposition and other overhead expenses.

NOTE 19—SUBSEQUENT EVENT

On March 4, 2025 , the Board approved a first-quarter dividend of $ 0.045 per share, payable March 28, 2025 , to shareholders of record as of March 21, 2025 .

On March 3, 2026 , the Company’s Board of Directors approved a first-quarter dividend of $ 0.045 per share, payable March 26, 2026 , to shareholders of record as of March 20, 2026 .

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

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

EXHIBIT INDEX

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333-136536), and incorporated herein by reference).

Form of Indemnification Agreement for Directors and Officers (previously filed as Exhibit 10.1 to the Registrant’s Form 8-K filed with the SEC on November 13, 2017 (Commission File Number:No.

Form of Indemnification Agreement for Directors and Officers (previously filed as Exhibit 10.1 to the Registrant’s Form 8-K filed with the SEC on November 13, 2017 (Commission File Number:

001-33287) and incorporated herein by reference).

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001-33287) and incorporated herein by reference).

Amended and Restated 2007 Equity and Incentive Award Plan (previously filed as Appendix A to the Registrant’s Definitive Proxy Statement filed with the SEC on March 20, 2020 (Commission File Number:

001-33287) and incorporated herein by reference).

French Sub-Plan to the Amended and Restated Information Services Group, Inc.

2007 Equity and Incentive Award Plan (as amended by the 2025 amendment).

Form of Restricted Unit Agreement for Directors (Time Based) (previously filed as Exhibit 10.5 to the Registrant’s Form 10-K filed with the SEC on March 10, 2023 (Commission File Number:

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001-33287), and incorporated herein by reference).

First Amendment Agreement, dated as of June 27, 2024, to the Third Amended and Restated Credit Agreement, by and among Information Services Group, Inc., the guarantors party thereto, the lenders party to the Third Amended and Restated Credit Agreement and Bank of America, N.A., as administrative agent, swingline lender and letter of credit issue.

001-33287), and incorporated herein by reference).

Amendment No.

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001-33287), and incorporated herein by reference).

The following financial statements from ISG’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 8, 2024, formatted in inline XBRL (Extensible Business Reporting Language);

(i) Consolidated Balance Sheet, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.

The following financial statements from ISG’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in inline XBRL (Extensible Business Reporting Language);

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income, (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.

Cover Page formatted in Inline XBRL and contained in Exhibit 101 attachments.

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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 9A. Controls and Procedures