ACQUISITION

3 Months Ended

Mar. 31, 2026

ACQUISITION

ACQUISITION

NOTE 4—ACQUISITION

AI Maturity Index Acquisition

On January 13, 2026, ISG entered into an asset purchase agreement to acquire substantially all of the assets of AI Maturity Index, a SaaS (Software as a Service) platform that allows organizations to assess the AI readiness of their workforces and improve their employees’ ability to leverage AI technology, for total consideration of $750,000, consisting of $500,000 paid at closing and $250,000 of fixed deferred consideration payable two years from the signing date. The assets acquired consist primarily of developed software and related intellectual property that will be integrated into ISG’s AI-related offerings, including the ISG AI Maturity Index. The acquired assets will not operate as a standalone business post-acquisition. The related software acquired, which is capitalized within “Furniture, fixtures and equipment, net,” will be amortized on a straight-line basis over four years.

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):

Cash	$	2,331
Deferred purchase consideration		410
Contingent liabilities		468
ISG common stock		250
Total allocable purchase price	$	3,459
Current assets	$	1,050
Intangible assets		1,020
Fixed assets		22
Current liabilities		(376)
Debt assumed		(34)
Net assets acquired	$	1,682
Goodwill	$	1,777

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 and were immaterial.

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

	Purchase Price		Estimated
	Allocation		Useful Lives
Amortizable intangible assets:
Trademark and trade name	$	220	3 years
Customer relationships		760	7 years
Noncompete agreements		40	4 years
Total intangible assets	$	1,020