Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Dividend Program
On May 5, 2026, the Board approved a second-quarter dividend of $0.045 per share, paid on June 26, 2026, to shareholders of record as of June 5, 2026.
On August 4, 2026, the Board approved a third-quarter dividend of $0.045 per share, payable September 25, 2026, to shareholders of record as of September 4, 2026.
The dividends are accounted for as a decrease to Stockholders’ Equity. All future dividends will be subject to the Board’s prior approval.
Issuer Purchases of Equity Securities
On August 4, 2026, the Board approved a new share repurchase authorization of an additional $30.0 million. The new share repurchase program will take effect upon completion of the Company’s current program which had approximately $2.3 million in aggregate available under its current share repurchase program as of June 30, 2026. The shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions, pursuant to a Rule 10b5-1 repurchase plan or by other means in accordance with federal securities laws. The timing, the amount and the method of any repurchases will be determined by the Company’s management based on its evaluation of market conditions, capital allocation alternatives and other factors. There is no guarantee as to the number of shares that will be repurchased, and the repurchase program may be extended, suspended or discontinued at any time without notice at the Company’s discretion.
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The following table details the repurchases that were made during the three months ended June 30, 2026.
Total Number of
Approximate Dollar
Shares
Value of Shares
Total Number of
Purchased
That May Yet Be
Shares
Average
as Part of Publicly
Purchased Under
Purchased
Price Paid per
Announced Plans or Programs
the Plans or Programs
Period
(In thousands)
Share
(In thousands)
(In thousands)
April 1 - April 30
14
$
3.84
14
$
3,791
May 1 - May 31
77
$
4.11
77
$
3,475
June 1 - June 30
250
$
4.51
250
$
2,347
Recent Sales of Unregistered Securities
As previously reported, on September 1, 2025, the Company completed the acquisition of Martino & Partners. In September 2025, in connection with the acquisition, the Company issued 48,356 shares of ISG common stock valued at approximately $0.3 million to the sellers of Martino & Partners. The issuance of these shares of ISG common stock was exempt from registration under Rule 4(a)(2) promulgated under the Securities Act of 1933, as amended.
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