Form 8-K

8-K — Climb Global Solutions, Inc.

Accession: 0001437749-26-024878

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0000945983

SIC: 5045 (WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — clmb20260504_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_955763.htm)

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0000945983

2026-07-29

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): July 29, 2026

CLIMB GLOBAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-26408

13-3136104

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4 Industrial Way West, Suite 300,

07724

(Address of principal executive offices)

(Zip Code)

732-389-0932

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

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 the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $.01 par value

CLMB

The Nasdaq Global Market

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On July 29, 2026, the Company issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of this press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference (the “Press Release”).

The information in this Item 2.02 of the Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press Release dated July 29, 2026.

104

Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURE

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.

CLIMB GLOBAL SOLUTIONS, INC.

Date: July 29, 2026

By:

/s/ Matthew Sullivan

Name:

Matthew Sullivan

Title:

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_955763.htm · Sequence: 2

ex_955763.htm

Exhibit 99.1

Climb Global Solutions Reports Second Quarter 2026 Results

Net Sales up 9% to $174.2 Million; Gross Billings up 17% to $587.3 Million; Gross Profit up 15% to $30.2 Million

EATONTOWN, N.J., July 29, 2026 – Climb Global Solutions, Inc. (NASDAQ:CLMB) (“Climb” or the “Company”), a value-added global IT channel company providing unique sales and distribution solutions for innovative technology vendors, is reporting results for the second quarter ended June 30, 2026.

Second Quarter 2026 Summary vs. Same Year-Ago Quarter

●

Net sales increased 9% to $174.2 million.

●

Gross billings (a key operational metric defined below) increased 17% to $587.3 million. Distribution segment gross billings increased 18% to $562.9 million, and Solutions segment gross billings increased 4% to $24.4 million.

●

Net income was $5.5 million or $0.30 per diluted share, compared to $6.0 million or $0.33 per diluted share.

●

Adjusted net income (a non-GAAP financial measure defined below) was $5.5 million or $0.30 per diluted share, compared to $6.4 million or $0.35 per diluted share.

●

Adjusted EBITDA (a non-GAAP financial measure defined below) was $11.3 million compared to $11.4 million.

Management Commentary

“We executed on our core initiatives in the second quarter as we generated strong, double-digit organic growth with our top 20 vendors, benefitted from our acquisition of interworks.cloud (“Interworks”), and bolstered our line card with innovative vendors,” said CEO Dale Foster. “A key differentiator of our model is our highly selective approach to building the line card. Rather than pursuing scale for its own sake, we focus on strengthening our current partnerships and identifying emerging technologies that provide a unique value proposition for our reseller network and their end customers. Darktrace is a strong example of this strategy in action, having grown into one of our top 20 vendors within approximately 12 months of joining the Climb platform.”

“Earlier this month, we hosted our first Investor Day at the Nasdaq MarketSite, where our leadership team provided a deeper look into Climb’s differentiated business model, strategic priorities and long-term growth opportunities. The event gave us an opportunity to demonstrate how our specialized approach, global infrastructure and high-touch sales and technical capabilities create value for our vendors and channel partners. We appreciated the opportunity to engage directly with the investment community and provide greater visibility into the foundation we have built to support Climb’s next phase of growth, where we expect to more than double FY 2025 adjusted EBITDA by 2030.”

“Looking ahead, we remain focused on executing our strategic initiatives, including driving organic growth across our vendor portfolio, selectively expanding our line card and continuing to scale our global platform, with Europe remaining a key area of focus. We believe these initiatives, coupled with our robust balance sheet and disciplined approach to capital allocation, will enable us to continue driving value for our shareholders.”

Second Quarter 2026 Financial Results

Net sales in the second quarter of 2026 increased 9% to $174.2 million, compared to $159.3 million for the same period in 2025. This reflects double-digit organic growth from new and existing vendors, as well as contributions from the Company’s acquisition of Interworks on February 24, 2026. In addition, gross billings in the second quarter of 2026 increased 17% to $587.3 million, compared to $500.6 million in the year-ago period.

Gross profit in the second quarter of 2026 increased 15% to $30.2 million, compared to $26.3 million for the same period in 2025. The increase was driven by organic growth from new and existing vendors in both North America and Europe.

Selling, general, and administrative (“SG&A”) expenses in the second quarter of 2026 were $20.7 million, compared to $16.4 million in the year-ago period. The increase was primarily attributable to SG&A associated with Interworks and variable sales compensation attributed to the growth in gross profit. SG&A in Q2 2026 was also impacted by higher legal and professional fees, in addition to increased investments in IT infrastructure designed to drive future efficiencies. SG&A as a percentage of gross billings was 3.5% for the second quarter of 2026 compared to 3.3% in the year-ago period.

Net income in the second quarter of 2026 was $5.5 million or $0.30 per diluted share, compared to $6.0 million or $0.33 per diluted share in the prior year period. Adjusted net income was $5.5 million or $0.30 per diluted share, compared to $6.4 million or $0.35 per diluted share for the year-ago period. Both net income and adjusted net income in the second quarter of 2026 were impacted by a higher effective tax rate compared to the prior year period.

Adjusted EBITDA in the second quarter of 2026 was $11.3 million compared to $11.4 million in the same period in 2025. Effective margin, which is defined as adjusted EBITDA as a percentage of gross profit, was 37.5%, compared to 43.3% for the same period in 2025.

On June 30, 2026, cash and cash equivalents were $56.6 million, compared to $36.6 million on December 31, 2025. The increase in cash was primarily attributed to the timing of receivable collections and payables. Climb had no outstanding debt on June 30, 2026, with no borrowings outstanding under its $50 million revolving credit facility.

For more information on the non-GAAP financial measures discussed in this press release, please see the section titled, “Non-GAAP Financial Measures,” and the reconciliations of non-GAAP financial measures to their nearest comparable GAAP financial measures at the end of this press release.

Conference Call

The Company will conduct a conference call tomorrow, July 30, 2026, at 8:30 a.m. Eastern time to discuss its results for the second quarter ended June 30, 2026.

Climb management will host the conference call, followed by a question-and-answer period.

Date: Thursday, July 30, 2026

Time: 8:30 a.m. Eastern time

Toll-free dial-in number: (800) 245-3047

International dial-in number: (203) 518-9765

Conference ID: CLIMB

Webcast: Climb’s Q2 2026 Conference Call

If you have any difficulty registering or connecting with the conference call, please contact Elevate IR at (720) 330-2829.

The conference call will also be available for replay on the investor relations section of the Company’s website at www.climbglobalsolutions.com.

About Climb Global Solutions

Climb Global Solutions, Inc. (NASDAQ:CLMB) is a value-added global IT distribution and solutions company specializing in emerging and innovative technologies. Climb operates across the US, Canada and Europe through multiple business units, including Climb Channel Solutions, Grey Matter and Climb Global Services. The Company provides IT distribution and solutions for companies in the Security, Data Management, Connectivity, Storage & HCI, Virtualization & Cloud, and Software & ALM industries.

Additional information can be found by visiting www.climbglobalsolutions.com.

Non-GAAP Financial Measures

Climb Global Solutions uses non-GAAP financial measures, including adjusted net income and adjusted EBITDA, as supplemental measures of the performance of the Company’s business. Use of these financial measures has limitations, and you should not consider them in isolation or use them as substitutes for analysis of Climb’s financial results under generally accepted accounting principles in the United States of America (“U.S. GAAP”). The attached tables provide definitions of these measures and a reconciliation of each non-GAAP financial measure to the most nearly comparable measure under U.S. GAAP.

Key Operational Metric

Gross Billings

Gross billings are the total dollar value of customer purchases of goods and services during the period, net of customer returns and credit memos, sales, or other taxes. Gross billings include the transaction values for certain sales transactions that are recognized on a net basis, and, therefore, includes amounts that will not be recognized as revenue. We use gross billings as an operational metric to assess the volume of transactions or market share for our business as well as to understand changes in our accounts receivable and accounts payable. We believe gross billings will aid investors in the same manner.

Forward-Looking Statements

The statements in this release, other than statements of historical fact, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are intended to come within the safe harbor protection provided by those sections. These forward-looking statements are subject to certain risks and uncertainties. Many of the forward-looking statements may be identified by words such as “looking ahead,” “believes,” “expects,” “intends,” “anticipates,” “plans,” “estimates,” “projects,” “forecasts,” “should,” “could,” “would,” “will,” “confident,” “may,” “can,” “potential,” “possible,” “proposed,” “in process,” “under construction,” “in development,” “opportunity,” “target,” “outlook,” “maintain,” “continue,” “goal,” “aim,” “commit,” or similar expressions, or when we discuss our priorities, strategy, goals, vision, mission, opportunities, projections, intentions or expectations. In this press release, the forward-looking statements relate to, among other things, declaring and reaffirming our strategic goals, future operating results, and the effects and potential benefits of strategic acquisitions on our business, payments of dividends and the Company’s capital allocation objectives. Adjusted EBITDA is a non-GAAP financial measure. The Company has not provided a target for net income, the most directly comparable GAAP financial measure, or a quantitative reconciliation of the 2030 adjusted EBITDA goal to net income because the amounts of future income taxes, interest expense, depreciation and amortization, share-based compensation, acquisition-related costs and changes in the fair value of acquisition contingent consideration cannot be reasonably predicted without unreasonable efforts. These items could be material, and actual net income could differ materially from the amount implied by the adjusted EBITDA goal. Factors, among others, that could cause actual results and events to differ materially from those described in any forward-looking statements include, without limitation, our ability to recognize the anticipated benefits of the acquisition of Interworks, our ability to sustain organic growth; identify, finance, complete and integrate acquisitions on acceptable terms; realize anticipated benefits and synergies; manage changes in product mix and gross margins; and execute planned investments in systems, personnel and infrastructure; the continued acceptance of the Company’s distribution channel by vendors and customers, the timely availability and acceptance of new products, product mix, market conditions, competitive pricing pressures, , contribution of key vendor relationships and support programs, inflation, import and export tariffs, the successful integration of artificial intelligence tools, interest rate risk and impact thereof, as well as factors that affect the software industry in general. The forward-looking statements contained herein speak only as of the date of this release and are subject generally to other risks and uncertainties that are described in the section entitled “Risk Factors” contained in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and from time to time in the Company’s filings with the Securities and Exchange Commission. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of this release, except as required by law.

Company Contact

Matthew Sullivan

Chief Financial Officer

(732) 847-2451

MatthewS@ClimbCS.com

Investor Relations Contact

Sean Mansouri, CFA or Aaron D’Souza

Elevate IR

(720) 330-2829

CLMB@elevate-ir.com

CLIMB GLOBAL SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Amounts in thousands, except share and per share amounts)

June 30,

December 31,

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

56,563

36,563

Accounts receivable, net of allowance for expected credit losses of $652 and $669, respectively

295,258

324,345

Inventory, net

4,579

2,502

Prepaid expenses and other current assets

12,639

10,825

Total current assets

369,039

374,235

Equipment and leasehold improvements, net

13,647

13,339

Goodwill

41,946

36,838

Other intangibles, net

34,520

32,228

Right-of-use assets, net

1,849

1,717

Accounts receivable, net of current portion

857

1,233

Other assets

492

510

Deferred income tax assets

148

133

Total assets

462,498

460,233

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

292,157

309,670

Accrued expenses and other current liabilities

35,060

26,835

Lease liability, current portion

683

791

Term loan, current portion

—

191

Total current liabilities

327,900

337,487

Lease liability, net of current portion

1,368

1,216

Deferred income tax liabilities

5,741

4,923

Other non-current liabilities

2,497

Total liabilities

337,506

343,654

Commitments and contingencies

Stockholders’ equity:

Common stock, $.01 par value; 40,000,000 shares authorized; 21,138,000 shares issued: 18,660,639 and 18,442,472 shares outstanding, respectively

211

Additional paid-in capital

43,854

42,338

Treasury stock, at cost, 2,477,361 and 2,695,528 shares, respectively

(15,287

)

(14,909

)

Retained earnings

95,893

87,039

Accumulated other comprehensive income

321

2,058

Total stockholders’ equity

124,992

116,579

Total liabilities and stockholders' equity

462,498

460,233

CLIMB GLOBAL SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Amounts in thousands, except per share data)

Six months ended

Three months ended

June 30,

2026

2025

2026

2025

Net sales

356,585

297,328

174,209

159,284

Cost of sales

299,929

247,624

144,052

132,976

Gross profit

56,656

49,704

30,157

26,308

Selling, general, and administrative expenses

41,001

33,112

20,668

16,357

Depreciation and amortization expense

4,063

3,720

2,080

1,982

Acquisition related costs

319

139

Total selling, general and administrative expenses

45,383

36,971

22,767

18,352

Income from operations

11,273

12,733

7,390

7,956

Interest, net

418

337

275

151

Foreign currency transaction gain (loss)

(567

)

(120

)

Change in fair value of acquisition contingent consideration

—

(515

)

—

(379

)

Income before provision for income taxes

11,715

11,988

7,545

7,742

Provision for income taxes

2,861

2,338

2,025

1,774

Net income

8,854

9,650

5,520

5,968

Income per common share-Basic

0.48

0.53

0.30

0.33

Income per common share-Diluted

0.48

0.53

0.30

0.33

Weighted average common shares outstanding — Basic

18,256

18,036

18,296

18,084

Weighted average common shares outstanding — Diluted

18,256

18,036

18,296

18,084

Dividends paid per common share

—

0.09

—

0.04

Reconciliation of GAAP and Non-GAAP Financial Measures (unaudited)

(Amounts in thousands, except per share data)

The table below presents net income reconciled to adjusted EBITDA (Non-GAAP) (1):

Six months ended

Three months ended

June 30,

Net income reconciled to adjusted EBITDA (Non-GAAP):

2026

2025

2026

2025

Net income

8,854

9,650

5,520

5,968

Provision for income taxes

2,861

2,338

2,025

1,774

Depreciation and amortization

4,063

3,720

2,080

1,982

Interest expense

185

159

EBITDA

15,963

15,867

9,710

9,814

Share-based compensation

2,929

2,496

1,570

1,173

Acquisition related costs

319

139

Change in fair value of acquisition contingent consideration

—

515

—

379

Adjusted EBITDA

19,211

19,017

11,299

11,379

Six months ended

Three months ended

June 30,

Components of interest, net

2026

2025

2026

2025

Amortization of discount on accounts receivable with extended payment terms

(38

)

(23

)

(19

)

(11

)

Interest income

(565

)

(473

)

(341

)

(230

)

Interest expense

185

159

Interest, net

(418

)

(337

)

(275

)

(151

)

(1)

We define adjusted EBITDA, as net income, plus provision for income taxes, depreciation, amortization, share-based compensation, interest, acquisition related costs and change in fair value of acquisition contingent consideration. We define effective margin as adjusted EBITDA as a percentage of gross profit. We provided a reconciliation of adjusted EBITDA to net income, which is the most directly comparable US GAAP measure. We use adjusted EBITDA as a supplemental measure of our performance to gain insight into our businesses profitability, operating performance and performance trends, and to provide management and investors a useful measure for period-to-period comparisons by excluding items that management believes are not reflective of our underlying operating performance. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results. Adjusted EBITDA is also a component to our financial covenants in our credit facility. Our use of adjusted EBITDA has limitations, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under US GAAP. In addition, other companies, including companies in our industry, might calculate adjusted EBITDA, or similarly titled measures differently, which may reduce their usefulness as comparative measures.

The table below presents net income reconciled to adjusted net income (Non-GAAP) (2):

Six months ended

Three months ended

June 30,

2026

2025

2026

2025

Net income

8,854

9,650

5,520

5,968

Acquisition related costs, net of income taxes

239

104

Change in fair value of acquisition contingent consideration

—

515

—

379

Adjusted net income

9,093

10,269

5,534

6,357

Adjusted net income per common share - diluted

0.49

0.56

0.30

0.35

(2)

We define adjusted net income as net income excluding acquisition related costs, net of income taxes and the change in fair value of acquisition contingent consideration. We provided a reconciliation of adjusted net income to net income, which is the most directly comparable U.S. GAAP measure. We use adjusted net income and adjusted net income per common share as supplemental measures of our performance to gain insight into our businesses profitability, operating performance and performance trends, and to provide management and investors a useful measure for period-to-period comparisons by excluding items that management believes are not reflective of our underlying operating performance. Accordingly, we believe that adjusted net income and adjust net income per common share provide useful information to investors and others in understanding and evaluating our operating results. Our use of adjusted net income has limitations, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. In addition, other companies, including companies in our industry, might calculate adjusted net income, or similarly titled measures differently, which may reduce their usefulness as comparative measures.

The table below presents the operational metric of gross billings by segment (3):

Six months ended

Three months ended

June 30,

2026

2025

2026

2025

Distribution gross billings

1,083,797

930,619

562,863

477,043

Solutions gross billings

46,290

44,531

24,396

23,510

Total gross billings

1,130,087

975,150

587,259

500,553

(3)

Gross billings are the total dollar value of customer purchases of goods and services during the period, net of customer returns and credit memos, sales, or other taxes. Gross billings include the transaction values for certain sales transactions that are recognized on a net basis, and, therefore, include amounts that will not be recognized as revenue. We use gross billings as an operational metric to assess the volume of transactions or market share for our business as well as to understand changes in our accounts receivable and accounts payable. We believe gross billings will aid investors in the same manner.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

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dei_EntityRegistrantName

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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dei_LocalPhoneNumber

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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