Information Services Group Inc. Commitments Disclosure
NOTE 14—COMMITMENTS AND CONTINGENCIES
The Company is subject to contingencies which arise through the ordinary course of business. 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
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
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 assumption of certain liabilities, of Change 4 Growth. 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
closing. 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.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 6, 2026 | Showing above |
| 2024 | Mar 13, 2025 | |
| 2023 | Mar 8, 2024 | |
| 2022 | Mar 10, 2023 | |
| 2021 | Mar 11, 2022 | |
| 2020 | Mar 12, 2021 | |
| 2019 | Mar 11, 2020 | |
| 2018 | Mar 15, 2019 | |
| 2017 | Mar 16, 2018 | |
| 2016 | Mar 15, 2017 | |
| 2015 | Mar 10, 2016 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.