Form 8-K

8-K — Climb Global Solutions, Inc.

Accession: 0001437749-26-013867

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0000945983

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

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — clmb20260123_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_911116.htm)

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0000945983

2026-03-31

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): April 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 April 29, 2026, the Company issued a press release announcing its financial results for the quarter ended March 31, 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 April 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: April 29, 2026

By:

/s/ Matthew Sullivan

Name:

Matthew Sullivan

Title:

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_911116.htm · Sequence: 2

ex_911116.htm

Exhibit 99.1

Climb Global Solutions Reports First Quarter 2026 Results

Net Sales up 32% to $182.4 Million, with Gross Billings up 14% to $542.8 Million

EATONTOWN, N.J., April 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 first quarter ended March 31, 2026.

First Quarter 2026 Summary vs. Same Year-Ago Quarter

●

Net sales increased 32% to $182.4 million.

●

Net income was $3.3 million or $0.18 per diluted share, compared to $3.7 million or $0.20 per diluted share.

●

Adjusted net income (a non-GAAP financial measure defined below) was $3.6 million or $0.19 per diluted share, compared to $3.9 million or $0.22 per diluted share.

●

Adjusted EBITDA (a non-GAAP financial measure defined below) increased 4% to $7.9 million.

●

Gross billings (a key operational metric defined below) increased 14% to $542.8 million. Distribution segment gross billings increased 15% to $520.9 million, and Solutions segment gross billings increased 4% to $21.9 million.

Management Commentary

“We executed against our strategic priorities in Q1 as we generated double-digit organic growth, benefitted from our acquisition of interworks.cloud (“Interworks”) and remained disciplined in signing high-quality vendors to our line card,” said CEO Dale Foster. “During the quarter, we evaluated 39 net new brands, and signed agreements with two of them, consistent with our strategy of cultivating strong, high-impact vendor relationships across our platform. Since launching our Fortinet partnership, we have continued to invest in the relationship, and believe it can become an increasingly meaningful contributor as we scale.

“In February, we announced the acquisition of Greece-based cloud distributor, Interworks, bringing over 600 cloud reseller and MSP relationships, as well as a robust vendor line card. Although early in the integration process, we are seeing meaningful opportunities to deepen our position in Southeastern Europe, broaden cross-selling activity and leverage the strength of the local team and platform. In support of this next phase of growth, we made targeted investments across the business during Q1, while continuing to implement automation and AI-enabled tools to enhance visibility, streamline workflows and improve execution. We believe these initiatives position Climb to scale efficiently and support incremental growth without a commensurate increase in headcount over time.

“Looking ahead, we remain focused on driving organic growth while maintaining a disciplined approach to capital allocation. We also plan to remain active with M&A as we evaluate accretive targets that can enhance our offerings and geographic reach. These initiatives, coupled with our strong balance sheet and demonstrated track record of execution, will enable us to deliver on our organic and inorganic growth objectives ahead.”

Dividend

As announced in February 2026, Climb’s Board of Directors suspended quarterly cash dividends on its common stock beginning with the first quarter of 2026 as part of a disciplined capital allocation strategy designed to preserve financial flexibility and support the Company’s organic and inorganic growth priorities, including strategic acquisitions. The Company intends to retain and reinvest this capital in higher-return opportunities that can strengthen its vendor portfolio, geographic reach and operating platform.

First Quarter 2026 Financial Results

Net sales in the first quarter of 2026 increased 32% to $182.4 million, compared to $138.0 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 first quarter of 2026 increased 14% to $542.8 million, compared to $474.6 million in the year-ago period.

Gross profit in the first quarter of 2026 increased 13% to $26.5 million, compared to $23.4 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, as well as contribution from Interworks.

Selling, general, and administrative (“SG&A”) expenses in the first quarter of 2026 were $20.3 million, compared to $16.8 million in the year-ago period. The increase in SG&A expenses was primarily driven by one-time investments to drive organic growth from new vendors and in the Company’s infrastructure to support long-term growth initiatives. SG&A as a percentage of gross billings remained flat at 4% for the first quarter of 2026.

Net income in the first quarter of 2026 was $3.3 million or $0.18 per diluted share, compared to $3.7 million or $0.20 per diluted share in the prior year period. Adjusted net income was $3.6 million or $0.19 per diluted share, compared to $3.9 million or $0.22 per diluted share for the year-ago period. Both net income and adjusted net income in the first quarter of 2026 were impacted by a higher effective tax rate compared to the prior year period.

Adjusted EBITDA in the first quarter of 2026 increased 4% to $7.9 million, compared to $7.6 million for the same period in 2025. The increase was primarily driven by organic growth from both new and existing vendors, partially offset by one-time investments in the Company’s infrastructure. Effective margin, which is defined as adjusted EBITDA as a percentage of gross profit, was 29.9%, compared to 32.7% for the same period in 2025.

On March 31, 2026, cash and cash equivalents were $41.8 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 March 31, 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, April 30, 2026, at 8:30 a.m. Eastern time to discuss its results for the first quarter ended March 31, 2026.

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

Date: Thursday, April 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 Q1 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 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.

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. 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, 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, the successful integration of acquisitions, 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 are also 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)

March 31,

December 31,

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

41,775

36,563

Accounts receivable, net of allowance for expected credit losses of $614 and $669, respectively

306,403

324,345

Inventory, net

4,862

2,502

Prepaid expenses and other current assets

10,494

10,825

Total current assets

363,534

374,235

Equipment and leasehold improvements, net

13,688

13,339

Goodwill

42,016

36,838

Other intangibles, net

36,145

32,228

Right-of-use assets, net

1,539

1,717

Accounts receivable, net of current portion

1,252

1,233

Other assets

526

510

Deferred income tax assets

138

133

Total assets

458,838

460,233

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

298,360

309,670

Accrued expenses and other current liabilities

31,020

26,835

Lease liability, current portion

770

791

Term loan, current portion

—

191

Total current liabilities

330,150

337,487

Lease liability, net of current portion

1,015

1,216

Deferred income tax liabilities

5,983

4,923

Other non-current liabilities

3,260

Total liabilities

340,408

343,654

Commitments and contingencies

Stockholders’ equity:

Common stock, $.01 par value; 40,000,000 shares authorized; 21,138,000 shares issued: 18,468,068 and 18,442,472 shares outstanding, respectively

Additional paid-in capital

43,326

42,338

Treasury stock, at cost, 2,669,932 and 2,695,528 shares, respectively

(16,031

)

(14,909

)

Retained earnings

90,373

87,039

Accumulated other comprehensive income

709

2,058

Total stockholders’ equity

118,430

116,579

Total liabilities and stockholders' equity

458,838

460,233

CLIMB GLOBAL SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Amounts in thousands, except per share data)

Three months ended

March 31,

2026

2025

Net sales

182,376

138,044

Cost of sales

155,876

114,648

Gross profit

26,500

23,396

Selling, general, and administrative expenses

20,332

16,755

Depreciation and amortization expense

1,983

1,737

Acquisition related costs

301

126

Total selling, general and administrative expenses

22,616

18,618

Income from operations

3,884

4,778

Interest, net

142

186

Foreign currency transaction gain (loss)

144

(580

)

Change in fair value of acquisition contingent consideration

—

(136

)

Income before provision for income taxes

4,170

4,248

Provision for income taxes

836

564

Net income

3,334

3,684

Income per common share-Basic

0.18

0.20

Income per common share-Diluted

0.18

0.20

Weighted average common shares outstanding — Basic

18,216

17,988

Weighted average common shares outstanding — Diluted

18,216

17,988

Dividends paid per common share

—

0.17

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):

Three months ended

March 31,

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

2026

2025

Net income

3,334

3,684

Provision for income taxes

836

564

Depreciation and amortization

1,983

1,737

Interest expense

100

EBITDA

6,253

6,054

Share-based compensation

1,359

1,323

Acquisition related costs

301

126

Change in fair value of acquisition contingent consideration

—

136

Adjusted EBITDA

7,913

7,639

Three months ended

March 31,

Components of interest, net

2026

2025

Amortization of discount on accounts receivable with extended payment terms

(19

)

(12

)

Interest income

(223

)

(243

)

Interest expense

100

Interest, net

(142

)

(186

)

(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):

Three months ended

March 31,

2026

2025

Net income

3,334

3,684

Acquisition related costs, net of income taxes

226

Change in fair value of acquisition contingent consideration

—

136

Adjusted net income

3,560

3,915

Adjusted net income per common share - diluted

0.19

0.22

(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):

Three months ended

March 31,

2026

2025

Distribution gross billings

520,934

453,575

Solutions gross billings

21,894

21,021

Total gross billings

542,828

474,596

(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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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

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Title of a 12(b) registered security.

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

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Name of the Exchange on which a security is registered.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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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

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Trading symbol of an instrument as listed on an exchange.

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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.

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

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