Did Climb Global Solutions (CLMB) disclose any related-party transactions involving Peter Bell?

Climb Global Solutions states that Peter Bell has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K. The company also notes there are no familial relationships between Bell and its directors, executive officers, or director nominees.

Climb Global Solutions (NASDAQ: CLMB) elects Peter Bell to board, expands seats

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Climb Global Solutions, Inc. reported that its Board of Directors increased in size from four to five members and elected Peter Bell to fill the new seat, effective immediately. Bell will also serve as Chair of the Nominating and Corporate Governance Committee and receive standard non-employee director compensation.

The company states there are no arrangements, understandings, or familial relationships related to his election, and no material related-party transactions requiring disclosure. Bell will enter into Climb’s standard indemnification agreement covering certain expenses arising from his service as a director. A press release dated June 25, 2026, announcing his appointment is furnished as an exhibit.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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, and exhibit attachments filed with this report.

Key Figures

Board size: 5 members Independent directors: 4 directors Experience: Over 35 years +2 more

5 metrics

Board size 5 members Increased from four to five directors upon Bell’s election

Independent directors 4 directors Four of five board members are independent under Nasdaq standards

Experience Over 35 years Peter Bell’s experience in venture capital and technology operations

Highland Capital size $4 billion Assets under management at Highland Capital Partners where Bell was Managing General Partner

Exhibit 99.1 1 press release Press release dated June 25, 2026 announcing Bell’s appointment

Key Terms

Nominating and Corporate Governance Committee, indemnification agreement, Regulation FD Disclosure, Nasdaq listing standards, +1 more

5 terms

Nominating and Corporate Governance Committee financial

"The Board also appointed Mr. Bell to serve as the Nominating and Corporate Governance Committee chair."

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

indemnification agreement regulatory

"Mr. Bell will enter into the Company’s standard form of indemnification agreement..."

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure."

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

Nasdaq listing standards regulatory

"four of whom are independent under the Nasdaq listing standards."

Nasdaq listing standards are the set of rules a company must meet to be admitted to and remain on the Nasdaq stock market, covering financial thresholds (like minimum share price and earnings), reporting and disclosure, and board and governance practices. They matter to investors because meeting these standards signals a baseline of financial health and transparency, reduces the risk of sudden delisting, and helps ensure a market with enough buyers and sellers—like a safety checklist that keeps the trading venue orderly and trustworthy.

Item 404(a) of Regulation S-K regulatory

"Mr. Bell has no direct or indirect material interest in any transaction... pursuant to Item 404(a) of Regulation S-K."

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Available on EDGAR 06/25/2026 - 04:33 PM Accepted by SEC EDGAR 06/25/2026 - 04:32 PM

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

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

Source: View Original Filing on SEC EDGAR

FAQ

What board change did Climb Global Solutions (CLMB) announce?

Climb Global Solutions expanded its Board of Directors from four to five members and elected Peter Bell to fill the new seat. His appointment is effective immediately and he will also chair the Nominating and Corporate Governance Committee, strengthening board oversight and governance expertise.

Who is Peter Bell, the new director at Climb Global Solutions (CLMB)?

Peter Bell is a veteran executive with over 35 years in venture capital, technology operations, and strategic advisory roles. He previously co-founded StorageNetworks, led it through an IPO, and served as Managing General Partner at $4 billion firm Highland Capital Partners, plus multiple public and private boards.

Is Peter Bell considered independent on Climb Global Solutions’ (CLMB) board?

With Peter Bell’s election, Climb’s board now has five members, four of whom are independent under Nasdaq listing standards. The company indicates there are no arrangements, understandings, or familial relationships related to his appointment and no material related-party transactions requiring disclosure under Regulation S-K Item 404(a).

What committee role will Peter Bell hold at Climb Global Solutions (CLMB)?

Peter Bell will serve as Chair of Climb Global Solutions’ Nominating and Corporate Governance Committee. This role typically oversees board composition, corporate governance practices, and director nominations, aligning with his extensive experience advising technology companies on strategy, operations, and long-term value creation at the board level.

What compensation and protections will Peter Bell receive at Climb Global Solutions (CLMB)?

Peter Bell will receive Climb’s standard compensation for non-employee directors and enter the company’s standard indemnification agreement. That agreement may require Climb to cover certain expenses, including attorneys’ fees, judgments, fines, and settlements arising from actions related to his service as a director.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EXHIBIT 99.1 7.5 KB