Information Services Group Inc.
For the period ended Mar 31, 2026. Filed May 8, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 8, 2026
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Item 1A. RISK FACTORS
In addition to the other information set forth in this Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations and the condensed consolidated financial statements and related notes, you should carefully consider the risks discussed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. If any of these risks occur or continue to occur, our business, financial condition and/or operating results could be materially adversely affected. We also note that the risk factors described in this report and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are not the only risks facing our Company, and such additional risks or uncertainties that we currently deem to be immaterial or are unknown to us could negatively impact our business, operations and/or financial results.
Dividend Program
On March 3, 2026, the Board approved a first-quarter dividend of $0.045 per share, which was paid on March 26, 2026, to shareholders of record as of March 20, 2026.
On May 5, 2026, the Board approved a second-quarter dividend of $0.045 per share, payable June 26, 2026, to shareholders of record as of June 5, 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 1, 2023, the Board approved a stock repurchase plan authorizing the Company to repurchase an aggregate of $25 million in shares of the Company’s common stock, which took effect upon the completion of the Company’s previous repurchase program that was exhausted in the quarter ended March 31, 2024. The Company had approximately $3.8 million in aggregate available under its current share repurchase program as of March 31, 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.
The following table details the repurchases that were made during the three months ended March 31, 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) | |||||||
| · · · · · · · · · · | |||||||
| January 1 - January 31 | 151 | | $5.78 | 151 | | $5,060 | |
| February 1 - February 28 | | 126 | | $4.95 | 126 | | $4,437 |
| March 1 - March 31 | 142 | | $4.17 | 142 | | $3,845 | |
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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