Information Services Group Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS ​ Dividend Program ​ In May 2022, the Company announced it will pay a quarterly dividend of $0.04 per share of common stock. The Company expects to pay a total cash dividend of $0.16 per share for the four quarters ending March 2023. On November 1, 2022, the Board of Directors approved the fourth-quarter dividend of $0.04 per share, payable December 19, 2022, to shareholders of record as of December 5, 2022. The dividends are accounted for as a decrease to Stockholders’ Equity. All future dividends will be subject to Board approval. ​ Issuer Purchases of Equity Securities ​ The Company has approximately $7.3 million in aggregate available under its share repurchase program as of September 30, 2022. 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 and the amount 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. The following table details the repurchases that were made during the three months ended September 30, 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Numbers of Approximate Dollar ​ ​ ​ ​ ​ ​ ​ Securities ​ Value of Securities ​ ​ Total Number of ​ Average ​ Purchased ​ That May Yet Be ​ ​ Securities ​ Price per ​ as Part of Publicly ​ Purchased Under Period ​ Purchased ​ Securities ​ Announced Plan ​ The Plan ​ (In thousands) ​ ​ ​ (In thousands) (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ July 1 - July 31 114 ​ $ 6.72 114 ​ $ 10,776 August 1 - August 31 415 ​ $ 6.89 415 ​ $ 7,917 September 1 - September 30 115 ​ $ 5.68 115 ​ $ 7,263 ​ 24 ​ ​ ITEM 6. EXHIBITS ​ The following exhibits are filed as part of this report: ​ ​ Exhibit Number ​ Description 31.1 * Certification of Chief Executive Officer Pursuant to SEC Rule 13a−14(a)/15d−14(a) . 31.2 * Certification of Chief Financial Officer Pursuant to SEC Rule 13a−14(a)/15d−14(a) . 32.1 * Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . 32.2 * Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . 101 * The following materials from ISG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheet, (ii) Consolidated Statement of Income and Comprehensive Income, (iii) Consolidated Statement of Cash Flows and (iv) the Notes to Consolidated Financial Statements. 104 * Cover Page formatted in Inline XBRL and contained in Exhibit 101 attachments. ​ * Filed herewith ​ ​ SIGNATURES ​ In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ ​ INFORMATION SERVICES GROUP, INC. ​ ​ ​ ​ Date: November 4, 2022 /s/ Michael P. Connors ​ Michael P. Connors, Chairman of the ​ Board and Chief Executive Officer ​ ​ ​ ​ Date: November 4, 2022 /s/ Humberto P. Alfonso ​ Humberto P. Alfonso, Executive Vice ​ President and Chief Financial Officer ​ ​ ​ ​ ​ ​ ​ 25