AG˹ٷ

STOCK TITAN

[8-K] Information Services Group, Inc. Reports Material Event

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K
Rhea-AI Filing Summary
Riscrivi il seguente testo:
Reescribe el siguiente texto:
다음 텍스트를 다시 작성하세�:
Réécrivez le texte suivant :
Schreiben Sie den folgenden Text um:
Positive
  • None.
Negative
  • None.

Insights

Motorola closed a $4.4 B deal, adds $600 M earn-out and $1.5 B new debt—material but outcome depends on integration.

Completion of the Silvus Technologies acquisition locks in a $4.38 billion cash payment and $20 million of restricted Motorola shares. The size—roughly a tenth of recent annual revenue—meets any reasonable definition of materiality. The agreement also includes an earn-out of up to $600 million, payable solely in equity over two post-close measurement periods, which defers part of the purchase price and aligns key Silvus employees with Motorola’s equity performance.

The new information versus the May announcement is certainty of close: antitrust and other conditions are now satisfied. Execution risk now replaces deal-closing risk. The filing does not quantify expected revenue, cost synergies, or integration timelines, so shareholders cannot yet assess value creation. Nevertheless, control of Silvus’s assets and intellectual property has transferred, making this a significant strategic step whose financial success will be determined in future periods.

The company financed part of the purchase with two unsecured delayed-draw term loans�$750 million maturing in 364 days and $750 million maturing in three years. Drawing both facilities in full raises gross debt by $1.5 billion. Because the loans are unsecured, Motorola preserves collateral flexibility and signals lender confidence in its credit quality.

The 364-day tranche will require either repayment or refinancing within one year, introducing a near-term liquidity event. The filing does not provide pro-forma leverage or covenant details, leaving the precise balance-sheet impact indeterminate, but the absence of new liens suggests limited covenant tightness.

Cash on hand plus the new borrowings funded the $4.38 billion outlay and retirement of Silvus’s debt. The equity-settled earn-out limits additional cash drain. Overall, Motorola trades liquidity for strategic assets while keeping leverage rise moderate and unsecured. Without earnings contribution data, the credit effect today appears neither clearly adverse nor clearly beneficial.

Riscrivi il seguente testo:
Reescribe el siguiente texto:
다음 텍스트를 다시 작성하세�:
Réécrivez le texte suivant :
Schreiben Sie den folgenden Text um:
0001371489false00013714892025-08-062025-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 6, 2025 (August 6, 2025)

Information Services Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-33287

20-5261587

(State or other jurisdiction of
incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

2187 Atlantic Street

Stamford, CT 06902

(Address of principal executive offices)

(203) 517-3100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

\    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Shares of Common Stock, $0.001 par value

III

The Nasdaq Stock Market LLC

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 6, 2025 Information Services Group, Inc. (“ISG” or the “Company”) released its earnings for the second quarter 2025 which ended on June 30, 2025 and is furnishing a copy of the earnings release to the Securities and Exchange Commission under Item 2.02 of this Current Report on Form 8-K. In addition, ISG will discuss its financial results during a teleconference call on Thursday, August 7, 2025 at 9:00am (ET). To access the teleconference call, go to ISG’s website at www.isg-one.com. The press release is furnished herewith as Exhibit 99.1 and shall not be deemed filed for purposes of the Exchange Act.

ISG reports all financial information required in accordance with U.S. generally accepted accounting principles (GAAP). ISG believes, however, that evaluating its ongoing operating results will be enhanced if it also discloses certain non-GAAP information. These non-GAAP financial measures exclude non-cash and certain other special charges that many investors believe may obscure the user’s overall understanding of ISG’s current financial performance and the Company’s prospects for the future. ISG believes that these non-GAAP measures provide useful information to investors because they improve the comparability of the financial results between periods and provide for greater transparency of key measures used to evaluate the Company’s performance.

ISG provides adjusted EBITDA (defined as net income, plus interest, taxes, depreciation and amortization, foreign currency transaction gains/losses, non-cash stock compensation, interest accretion associated with contingent consideration, acquisition and disposition-related cost, and severance, integration and other expense), adjusted net income (defined as net income, plus amortization of intangible assets, non-cash stock compensation, foreign currency transaction gains/losses, interest accretion associated with contingent consideration, acquisition and disposition-related cost, and severance, integration, and other expense on a tax-adjusted basis), adjusted net income per diluted share, adjusted EBITDA margin and selected financial data on a constant currency basis which are non-GAAP measures that the Company believes provide useful information to both management and investors by excluding certain expenses and financial implications of foreign currency translations, which management believes are not indicative of ISG’s core operations. These non-GAAP measures are used by ISG to evaluate the Company’s business strategies and management’s performance.

Non-GAAP financial measures, when presented, are reconciled to the most closely applicable GAAP measure. Non-GAAP measures are provided as additional information and should not be considered in isolation or as a substitute for results prepared in accordance with GAAP.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibit.

99.1Press Release dated August 6, 2025 regarding earnings for the second quarter 2025

2

EXHIBIT INDEX

Exhibit Number

Description

99.1

104

Press Release dated August 6, 2025 regarding earnings for the second quarter 2025.

Cover Page Interactive Data file – the cover page iXBRL tags are embedded within the inline XBRL document.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 6, 2025

INFORMATION SERVICES GROUP, INC.

By:

   /s/ Michael P. Connors

   Michael P. Connors

   Chairman and Chief Executive Officer

4

FAQ

What information is available for TPVG's filing?

This document appears to contain limited substantive content.
Information Svrs

NASDAQ:III

III Rankings

III Latest News

III Latest SEC Filings

III Stock Data

204.39M
34.56M
28.31%
62.13%
0.49%
Information Technology Services
Services-management Consulting Services
United States
STAMFORD