clmb20260331

clmb20260331_10q.htm

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 000-26408

Climb Global Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware	13-3136104
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

4 Industrial Way West, Suite 300, Eatontown, New Jersey 07724

(Address of principal executive offices)

(732) 389-0932

(Registrant’s Telephone Number)

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 per share		CLMB		The Nasdaq Global Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐	Accelerated Filer ☒
	Smaller Reporting Company ☐
Non-Accelerated Filer ☐	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 18,597,200 outstanding shares of common stock, par value $.01 per share (“Common Stock”) as of April 30, 2026.

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CLIMB GLOBAL SOLUTIONS, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED March 31, 2026

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		Page

	PART I FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	4

	Condensed Consolidated Statements of Earnings for the three months ended March 31, 2026 and 2025 (unaudited)	5

	Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025 (unaudited)	6

	Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2026 and 2025 (unaudited)	7

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited)	8

	Notes to Condensed Consolidated Financial Statements (unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30

Item 4.	Controls and Procedures	30

	PART II OTHER INFORMATION

Item 1.	Legal Proceedings	35

Item 1A.	Risk Factors	35

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 5.	Other Information	31

Item 6.	Exhibits, Financial Statement Schedules	32

SIGNATURES		33

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Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Quarterly Report”) includes statements of our expectations, intentions, plans and beliefs that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (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. The statements, other than statements of historical fact, included in this Quarterly Report are forward-looking statements. Many of the forward-looking statements contained in this Quarterly Report may be identified by the use of forward-looking words such as “believes,” “expects,” “intends,” “anticipates,” “plans,” “estimates,” “projects,” “forecasts,” “should,” “could,” “would,” “will,” “confident,” “may,” “can,” “potential,” “possible,” “proposed,” “in process,” “in development,” “opportunity,” “target,” “outlook,” “maintain,” “continue,” “goal,” “aim,” “commit,” or similar expressions or when we discuss our future operating results, priorities, strategy, goals, vision, mission, opportunities, projections, intentions or expectations. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Because these forward-looking statements are subject to risks and uncertainties, actual results could differ materially from those indicated by such forward-looking statements. These risks and uncertainties include, but are not limited to, 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, including vendor rebates and discounts, inflation, import and export tariffs, interest rate risk and impact thereof, as well as factors that affect the software industry in general and other factors generally. We strongly urge current and prospective investors to carefully consider the cautionary statements and risk factors contained in this report and our annual report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2026.

The Company operates in a rapidly changing business, and new risk factors emerge from time to time. Management cannot predict every risk factor, nor can it assess the impact, if any, of all such risk factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements.

Accordingly, forward-looking statements should not be relied upon as a prediction of actual results and readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Except as may be required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The statements concerning future sales, future gross profit margin and future selling and administrative expenses are forward looking statements involving certain risks and uncertainties such as availability of products, product mix, pricing pressures, market conditions and other factors, which could result in a fluctuation of sales below recent experience.

Unless otherwise specified, the “Company,” “we,” “us” or “our” refers to Climb Global Solutions, Inc., a Delaware corporation, and its consolidated subsidiaries.

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PART I — FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

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			28
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		53			53
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

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Climb Global Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

(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

Acquisition related costs		301		126

Depreciation and amortization expense		1,983		1,737

Income from operations		3,884		4,778

Other income and (expense):

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

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Climb Global Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(Amounts in thousands)

	*Three months ended*
	*March 31,*
	*2026*			*2025*

Net income	$	3,334		$	3,684

Other comprehensive (loss) income:
Foreign currency translation adjustments		(1,349	)		1,553
Other comprehensive (loss) income		(1,349	)		1,553

Comprehensive income	$	1,985		$	5,237

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Climb Global Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(Amounts in thousands, except share amounts)

																*Accumulated*
					*Additional*											*Other*
	*Common Stock*				*Paid-In*			*Treasury*						*Retained*		*Comprehensive*
	*Shares*		*Amount*		*Capital*			*Shares*			*Amount*			*Earnings*		*Income (Loss)*			*Total*
Balance at January 1, 2026		21,138,000	$	53	$	42,338			2,695,528		$	(14,909	)	$	87,039	$	2,058		$	116,579
Net income		—		—		—			—			—			3,334		—			3,334
Translation adjustment		—		—		—			—			—			—		(1,349	)		(1,349	)
Share-based compensation expense		—		—		1,359			—			—			—		—			1,359
Restricted stock unit grants (net of forfeitures)		—		—		(371	)		(84,972	)		371			—		—			—
Treasury shares repurchased		—		—		—			59,376			(1,493	)		—		—			(1,493	)
Balance at March 31, 2026		21,138,000	$	53	$	43,326			2,669,932		$	(16,031	)	$	90,373	$	709		$	118,430

															*Accumulated*
					*Additional*										*Other*
	*Common Stock*				*Paid-In*		*Treasury*					*Retained*			*Comprehensive*
	*Shares*		*Amount*		*Capital*		*Shares*		*Amount*			*Earnings*			*Income (Loss)*			*Total*
Balance at January 1, 2025		21,138,000	$	53	$	37,977		2,732,792	$	(13,337	)	$	68,787		$	(2,892	)	$	90,588
Net income		—		—		—		—		—			3,684			—			3,684
Translation adjustment		—		—		—		—		—			—			1,553			1,553
Dividends paid (per common share $0.04)		—		—		—		—		—			(766	)		—			(766	)
Share-based compensation expense		—		—		1,378		—		—			—			—			1,378
Restricted stock unit grants (net of forfeitures)		—		—		177		40,548		(177	)		—			—			—
Treasury shares repurchased		—		—		—		28,440		(883	)		—			—			(883	)
Balance at March 31, 2025		21,138,000	$	53	$	39,532		2,801,780	$	(14,397	)	$	71,705		$	(1,339	)	$	95,554

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Climb Global Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)

	*Three months ended*
	*March 31,*
	*2026*			*2025*
Cash flows from operating activities
Net income	$	3,334		$	3,684
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
Depreciation and amortization expense		1,983			1,737
Provision for doubtful accounts		24			35
Deferred income tax benefit		(134	)		(130	)
Share-based compensation expense		1,359			1,323

SEC Form 10-Q filed by Climb Global Solutions Inc.