Form 8-K
8-K — Climb Global Solutions, Inc.
Accession: 0001437749-26-021708
Filed: 2026-06-25
Period: 2026-06-23
CIK: 0000945983
SIC: 5045 (WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — clmb20260623_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (ex_980427.htm)
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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): June 23, 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,
Eatontown, New Jersey
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 23, 2026, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Climb Global Solutions, Inc. (the “Company”) increased the size of the Board from four to five members and elected Peter Bell to the Board to fill the vacancy created by such increase, effective immediately. The Board also appointed Mr. Bell to serve as the Nominating and Corporate Governance Committee chair.
As compensation for his service on the Board, Mr. Bell will receive the Company’s standard compensation for non-employee directors. There are no arrangements or understandings between Mr. Bell and any other persons pursuant to which he was elected as a director. There are no familial relationships between Mr. Bell and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. Mr. Bell has no direct or indirect material interest in any transaction with the Company required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment to the Board, Mr. Bell will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, filed with the Securities and Exchange Commission on May 5, 2017. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Mr. Bell for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as a director of the Company.
Item 7.01 Regulation FD Disclosure.
On June 25, 2026, the Company issued a press release announcing the appointment of Mr. Bell to the Board. A copy of the press release is furnished herewith as Exhibit 99.1.
The information contained in this Item 7.01 is being furnished and shall not be deemed 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1
Press Release dated June 25, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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: June 25, 2026
By:
/s/ Matthew Sullivan
Name:
Matthew Sullivan
Title:
Chief Financial Officer
2
EX-99.1 — EXHIBIT 99.1
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Climb Global Solutions Appoints Peter Bell to its Board of Directors
EATONTOWN, N.J., June 25, 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, today announced that the Company’s Board of Directors (the “Board”) has elected Peter Bell to the Board. With the election of Mr. Bell, Climb’s Board increased to five total members, four of whom are independent under the Nasdaq listing standards. Mr. Bell will serve as the Chair of the Nominating and Corporate Governance Committee.
Mr. Bell brings over 35 years of experience in venture capital, technology operations and strategic advisory roles across public and private companies. He currently serves as a Senior Advisor at Amity Ventures and as a General Partner at SSC Venture Partners, a firm dedicated to backing the Boston College innovation ecosystem. Early in his career, Mr. Bell co-founded StorageNetworks, a pioneer in cloud computing, and led the company through its initial public offering as Chief Executive Officer. He subsequently joined Highland Capital Partners, where he served as Managing General Partner of the $4 billion global firm and partnered early with founders across sectors including artificial intelligence, cybersecurity and digital health. He has since held multiple board seats across public and private technology companies, advising leadership teams on growth strategy, operations and value creation. Mr. Bell holds a B.S. from Boston College, an M.B.A. from Harvard Business School, and an Honorary Doctorate from Babson College.
“As Climb continues to scale its global IT channel business, we are focused on ensuring the Board has the right mix of operating, investment and strategic experience to support that growth,” said John McCarthy, Chairman of the Board. “Peter has spent his career identifying and partnering with disruptive technology companies at critical inflection points, and he brings firsthand experience scaling a technology business through an IPO and navigating the M&A landscape. That combination is directly relevant to Climb, and we are pleased to welcome him to the Board.”
Mr. Bell stated, “I have spent my career working alongside founders and management teams building category-defining technology companies, and I look forward to bringing that perspective to Climb's Board. Climb has established a strong foundation in the IT channel through a proven track record of execution, and I see significant opportunity ahead as it continues to expand its global footprint and service offerings. I'm eager to contribute my investment and operational expertise to support the Company's growth and unlock new value creation opportunities.”
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 U.S., 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.
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
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