Climb Global Solutions completes NeoVAD acquisition

The purchase price was converted to approximately $18.0 million using €1 = $1.12 as of October 21, 2026.

(Moderate)

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Form Type

8-K

Rhea-AI Filing Summary

Climb Global Solutions, Inc. (CLMB) completed its acquisition of 100% of NeoVAD’s issued and outstanding shares for an aggregate purchase price of approximately €16.0 million, subject to certain adjustments. NeoVAD is a France-based value-added IT distributor specializing in cybersecurity, cloud services and virtualization.

For the fiscal year ended December 31, 2025, NeoVAD generated approximately €2.2 million of EBITDA, compared with approximately €378,000 in the prior fiscal year, a reported increase of 487%. These figures are based on NeoVAD management’s internal financial statements and may not be comparable to Climb’s non-GAAP measures. NeoVAD has approximately 300 active resellers and vendor relationships including Cato Networks, DataCore and Netwrix.

Climb expects the acquisition to be accretive to earnings per share and adjusted EBITDA. Climb identified integration difficulties and the possibility that anticipated accretion and other strategic benefits may not be realized within the expected timeframe or at all.

1 point · 0 major

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

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0 major · 0 points

Hollow bars mark forward-looking points. How the balance works

Positive

Moderate point. Forward-looking: it has not happened yet and may not happen.NeoVAD acquisition: approximately €16.0 million; accretion to earnings per share and adjusted EBITDA expected.

Negative

None.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate purchase price: approximately €16.0 million NeoVAD EBITDA: approximately €2.2 million Prior fiscal year NeoVAD EBITDA: approximately €378,000 +2 more

5 metrics

Aggregate purchase price approximately €16.0 million For the acquisition; subject to certain adjustments.

NeoVAD EBITDA approximately €2.2 million Fiscal year ended December 31, 2025; based on management’s internal financial statements.

Prior fiscal year NeoVAD EBITDA approximately €378,000 The fiscal year before the year ended December 31, 2025; based on management’s internal financial statements.

NeoVAD EBITDA increase 487% Reported increase for the fiscal year ended December 31, 2025, compared with the prior fiscal year.

Active resellers approximately 300 NeoVAD’s reseller network.

Key Terms

EBITDA, adjusted EBITDA, accretive, two-tier distribution model

4 terms

EBITDA financial

"generated EBITDA of approximately €2.2 million"

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

adjusted EBITDA financial

"accretive to earnings and adjusted EBITDA"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

accretive financial

"expected to be accretive to earnings per share"

"Accretive" describes a situation where a financial action, such as a purchase or investment, increases the value or earnings of a company. For investors, it signals that the move is likely to boost profitability and overall worth, much like adding a beneficial ingredient to a recipe that enhances the final taste. An accretive decision is generally seen as positive because it contributes to growth and financial health.

two-tier distribution model technical

"fully indirect, two-tier distribution model"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was CLMB’s purchase price for NeoVAD?

Climb acquired 100% of NeoVAD’s issued and outstanding shares for an aggregate purchase price of approximately €16.0 million, subject to certain adjustments. The purchase price was also presented as approximately $18.0 million, using €1 = $1.12 as of October 21, 2026.

What EBITDA did NeoVAD generate before CLMB acquired it?

For the fiscal year ended December 31, 2025, NeoVAD generated approximately €2.2 million of EBITDA, compared with approximately €378,000 in the prior fiscal year, a reported increase of 487%. The figures were derived from NeoVAD management’s internal financial statements and may not be comparable to Climb’s non-GAAP measures.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/22/2026 - 08:59 AM EDT Accepted by SEC EDGAR 10/22/2026 - 08:59 AM EDT

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): October 21, 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 1.01 Entry into a Material Definitive Agreement.

On October 21, 2026, Climb Global Solutions, Inc. (the “Company”) entered into a Sale and Purchase Agreement (the “Purchase Agreement”), by and among the Company and the parties identified as Sellers therein (collectively, the “Sellers”). Pursuant to the Purchase Agreement, the Company purchased one hundred percent of the issued and outstanding shares of NeoVAD, a simplified joint stock company (société par actions simplifiée) organized under the laws of France, from the Sellers for an aggregate purchase price of approximately €16.0 million (subject to certain adjustments) (the “Acquisition”). NeoVAD is a France-based value-added IT distributor specializing in cybersecurity, cloud services and virtualization solutions.

The Purchase Agreement contains customary representations, warranties, covenants and indemnities. The representations and warranties set forth in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement, and (i) should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate, (ii) may have been qualified in the Purchase Agreement by disclosures that were made to the other parties in accordance with the Purchase Agreement, (iii) may apply contractual standards of “materiality” that are different from “materiality” under applicable securities laws and (iv) were made only as of the dates specified in the Purchase Agreement.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

Item 7.01 Regulation FD Disclosure.

On October 22, 2026, the Company issued a press release announcing the Acquisition. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

The information contained in this Item 7.01 in this Current Report on Form 8-K, including the accompanying Exhibit 99.1 hereto, 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 it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

2.1*+	Sale and Purchase Agreement, dated October 21, 2026, by and among Climb Global Solutions, Inc. and the parties identified as Sellers therein.
99.1**	Press Release dated October 22, 2026.
104	Cover Page Interactive Data File (formatted as inline XBRL).
*	Certain schedules to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted schedules to this exhibit to the Securities and Exchange Commission upon its request.
+	Certain confidential portions of this exhibit (indicated by brackets and asterisks) have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted copy of this exhibit to the Securities and Exchange Commission upon its request.
**	Furnished herewithin.

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: October 22, 2026	By:	/s/ Matthew Sullivan
	Name:	Matthew Sullivan
	Title:	Chief Financial Officer

Exhibit 99.1

Climb Global Solutions Acquires NeoVAD, Building Greater Scale in France

Acquisition Expands Climb’s European Platform and Deepens Strategic Vendor Relationships

Transaction Expected to be Accretive to Earnings per Share and Adjusted EBITDA

EATONTOWN, N.J., October 22, 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, has completed the acquisition of NeoVAD, a France-based value-added IT distributor focused on cybersecurity, cloud services and virtualization, serving reseller partners across the French market, for an aggregate purchase price of approximately €16.0 million ($18.0 million^[1]).

NeoVAD brings its established presence in France to Climb with approximately 300 active resellers and vendor relationships including Cato Networks, DataCore and Netwrix, among others. For its fiscal year ended December 31, 2025, NeoVAD generated EBITDA of approximately €2.2 million² ($2.5 million)³, which was up 487% from approximately €378,000² ($427,000)³ the prior fiscal year.

Management Commentary

“NeoVAD is a strong fit with our strategy to continue expanding Climb’s scale and capabilities across Europe,” said Climb CEO Dale Foster. “The acquisition adds meaningful reach in France while strengthening several important vendor relationships and creating opportunities to bring more of Climb’s portfolio to NeoVAD’s reseller network. At the same time, NeoVAD’s established position in France can help us build greater depth with vendors including Cato Networks, DataCore and Netwrix across our broader platform. We also see a meaningful opportunity to expand our Microsoft distribution business by pairing our existing EMEA capabilities with NeoVAD’s local training and technical support expertise. We expect this acquisition to be accretive to earnings and adjusted EBITDA, while NeoVAD’s stronger margin profile further supports our profitability objectives and expands our European platform for continued growth.”

¹ Amount converted from EUR to USD based on an exchange rate of €1 = $1.12 as of 10/21/26.

²Amount derived from the internal financial statements prepared by management of NeoVAD and may not be comparable to Climb’s non-GAAP measures.

³ Amount converted from EUR to USD based on average exchange rate during the 12-month period ended December 2025 (€1 = $1.13).

Commenting on the acquisition, NeoVAD Founder and CEO Jérôme Boulon stated: “For more than a decade, we have built NeoVAD around a focused portfolio of cybersecurity, cloud and virtualization solutions and a high-touch model designed to help resellers successfully bring those technologies to market. Climb shares our focus on specialized, value-added distribution and brings broader scale and capabilities that can help us build on what we have established in France. We see significant opportunity to expand the solutions we bring to our reseller partners while creating additional opportunities for our vendors across Climb’s European platform.”

Additional information can be found in Climb’s Current Report on Form 8-K to be filed with the Securities and Exchange Commission on October 22, 2026.

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.

About NeoVAD

NeoVAD is a value-added IT distributor headquartered in Boulogne-Billancourt, France, serving reseller partners across the French market. The company specializes in cybersecurity, cloud services and virtualization solutions and maintains relationships with technology vendors including Cato Networks, DataCore and Netwrix, among others. NeoVAD operates a fully indirect, two-tier distribution model supporting approximately 300 active resellers, integrators and MSPs. Through its high-touch approach, the company provides presales, technical training, marketing and demand-generation support designed to help partners successfully bring vendor solutions to market.

Non-GAAP Financial Measures

Climb uses non-GAAP financial measures, including 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”).

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. 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 acquisitions of NeoVAD and interworks.cloud, the possibility that the anticipated earnings and adjusted EBITDA accretion, synergies, margin improvements and other strategic benefits of the NeoVAD acquisition may not be realized within the expected timeframe or at all; difficulties integrating NeoVAD's operations, employees, systems and distribution activities; the Company's ability to retain key NeoVAD personnel, resellers and vendor relationships; and changes in the commercial terms, availability or performance of material vendor arrangements; 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 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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Press Releases

EX-99.1 EXHIBIT 99.1 17.8 KB