Climb Global Solutions (CLMB) acquires Interworks to boost European cloud reach

Rhea-AI Filing Summary

Climb Global Solutions entered a Share Purchase Agreement to acquire one hundred percent of Interworks Single Member SA (interworks.cloud) for an aggregate purchase price of approximately €8.0 million, expanding its cloud and software distribution presence in Southeastern Europe.

Interworks, headquartered in Greece, serves reseller markets in Greece, Malta, Cyprus, Bulgaria and other regional markets through relationships with over 600 cloud resellers and managed service providers and vendors including Microsoft, Acronis, Google and others. For the fiscal year ended December 31, 2025, Interworks reported adjusted EBITDA of approximately €901,000, up 86% from approximately €485,000 the prior year. Climb expects the transaction to be accretive to earnings per share and adjusted EBITDA and to strengthen its Pan-European Microsoft distribution strategy.

Insights

Equity analyst

Strategic €8M Interworks deal expands Climb’s European cloud footprint and adds growing EBITDA.

Climb Global Solutions is acquiring Interworks for approximately €8.0 million, adding a Greece-based cloud distributor with more than 600 reseller and MSP relationships across Greece, Malta, Cyprus, Bulgaria and nearby markets. Interworks’ vendor roster includes Microsoft and several security and IT management providers.

Interworks reported adjusted EBITDA of about €901,000 for the year ended December 31, 2025, an 86% increase from approximately €485,000 the prior year, indicating strong recent profit growth. Management states the deal is expected to be accretive to earnings per share and adjusted EBITDA, suggesting financial contribution beyond strategic fit.

The acquisition also deepens Climb’s role within the Microsoft Cloud Solution Provider ecosystem across Europe, aligning with its stated Pan-European Microsoft distribution strategy. Subsequent company filings for periods after December 31, 2025 will clarify how Interworks’ revenue, margins and integration progress affect consolidated results.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): February 24, 2026

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CLIMB GLOBAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

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Delaware	000-26408	13-3136104
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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4 Industrial Way West, Suite 300, Eatontown, New Jersey	​	​07724
(Address of principal executive offices)	​	(Zip Code)

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732-389-0932

(Registrant’s telephone number, including area code)

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Not applicable

(Former name or former address, if changed since last report)

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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):

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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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

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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).

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Emerging growth company       ☐

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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. ☐

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Item 1.01             Entry into a Material Definitive Agreement.

On February 24, 2026, Climb Global Solutions, Inc. (the “Company”) entered into a Share Purchase Agreement by and among the Company, Infiterra Holding Limited, a company incorporated in Cyprus (the “Seller”), and Vassilios Zografos and Apostolos Karakaxas, solely for purposes of clause 11 therein (the “Purchase Agreement”).

Upon the terms and subject to the conditions set forth in the Purchase Agreement, the Company purchased one hundred percent of the issued and outstanding share capital of Interworks Single Member SA, a Greek société anonyme, from the Seller for an aggregate purchase price of approximately €8.0 million (subject to certain adjustments) (the “Acquisition”).

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 February 24, 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.

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Item 9.01. Financial Statements and Exhibits.

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(d) Exhibits.

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2.1*+	Share Purchase Agreement, dated February 24, 2026, by and among Climb Global Solutions, Inc., Infiterra Holding Limited, Vassilios Zografos and Apostolos Karakaxas.
99.1**	Press Release dated February 24, 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.

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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.

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​	CLIMB GLOBAL SOLUTIONS, INC.
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Date: February 24, 2026	By:	/s/ Matthew Sullivan
​	Name:	Matthew Sullivan
​	Title:	Chief Financial Officer

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2

Exhibit 99.1

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Climb Global Solutions, Inc. Acquires interworks.cloud,  Strengthening Cloud and Software Distribution Capabilities Across Europe

Acquisition Expands Climb's Reach in Greece, Malta, Bulgaria and Cyprus and Climb Advances Pan-European Microsoft Distribution Strategy

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

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EATONTOWN, N.J., February 24, 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 interworks.cloud (“Interworks”), a leading value-added cloud distributor in Southeastern Europe, for an aggregate purchase price of approximately €8.0 million ($9.4 million¹).

Interworks is a Greece-based cloud distributor serving reseller markets across Southeastern Europe, including Greece, Malta, Cyprus, Bulgaria, and other regional markets. Interworks brings its established regional presence to Climb with over 600 cloud reseller and managed service provider (“MSP”) relationships, and carefully selected vendor partners including Acronis, Google, AnyDesk, NinjaOne, Nord Security, ThreatDown, Blackwall, and most notably, Microsoft, among others. For its fiscal year ended December 31, 2025, Interworks reported adjusted EBITDA of approximately €901,000² ($1.0 million³), which was up 86% from approximately €485,000² ($548,000³) the prior fiscal year.

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Management Commentary

“The acquisition of Interworks builds upon our strategy to expand our cloud and software distribution capabilities across Europe while strengthening our Pan-European Microsoft partnership,” said Climb CEO Dale Foster. “Having worked alongside Interworks for nearly a decade, we have developed strong alignment in culture, strategy and partner focus. Interworks brings an experienced management team, established Microsoft CSP business, multi-country footprint and deep expertise in cloud marketplace and MSP-focused distribution. Interworks will enhance our ability to drive cross-sell opportunities, build greater depth with our partners and position Climb as the distributor of choice across Southeastern Europe.

¹ Amount converted from EUR to USD based on an exchange rate of €1 = $1.18 as of 2/24/26.

² Amount derived from the internal financial statements prepared by management of Interworks 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).

“Importantly, the full Interworks team will join Climb, ensuring continuity and high-quality local support for partners and customers, while benefiting from our global scale and investment. This acquisition meaningfully strengthens our position within the Microsoft CSP ecosystem across Europe and enhances our ability to support partners at scale while meeting Microsoft’s evolving compliance and partner requirements. We expect the acquisition to be accretive to earnings and adjusted EBITDA, as well as position Climb as a leading cloud and software distributor across Southeastern Europe.”

Commenting on the acquisition, Interworks Managing Director Stamatis Barbounakis stated: “Since our inception, Interworks has built a partner-first cloud distribution model across Southeastern Europe, supporting more than 600 resellers and MSPs with high-quality local enablement, support and marketplace capabilities. Climb shares our culture, our standards, and our focus on scalable, partner-centric distribution, particularly within the Microsoft CSP ecosystem. Joining Climb is a major milestone for our team and our partners, and we believe it positions Interworks to increase reach, broaden our vendor and solution capabilities, and deliver even greater value across our markets.”

Additional information can be found in Climb’s Current Report on Form 8-K to be filed with the Securities and Exchange Commission on February 24, 2026.

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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.

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Additional information can be found by visiting www.climbglobalsolutions.com.  

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About Interworks

Interworks is a value-added cloud distributor headquartered in Greece, serving reseller and managed service provider (MSP) partners across Southeastern Europe, including Greece, Malta, Cyprus, and Bulgaria. Since its inception, the company has supported partners with enablement, transparent collaboration, and 24/7 technical support, helping organizations adopt next-generation cloud solutions at scale. Interworks works with a network of 600+ cloud resellers and MSPs and maintains partnerships with leading software vendors, including Microsoft, Acronis, Nord Security, NinjaOne, ThreatDown by Malwarebytes, AnyDesk and Blackwall, among others. The company is a Microsoft Solutions Partner and the first certified Acronis Training Center in Southeastern Europe. Cloud applications spanning productivity, collaboration, security, backup, endpoint protection, and disaster recovery are available through the interworks.cloud Marketplace.

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.

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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 acquisitions of Interworks and Douglas Stewart Software & Services, LLC, 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, 2024, 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.

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Company Contact

Matthew Sullivan
Chief Financial Officer
(732) 847-2451
Matthews@ClimbCS.com

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Investor Relations Contact

Sean Mansouri, CFA or Aaron D'Souza
Elevate IR
(720) 330-2829
CLMB@elevate-ir.com

FAQ

What company did Climb Global Solutions (CLMB) acquire in this 8-K?

Climb Global Solutions acquired Interworks Single Member SA, also known as interworks.cloud, a Greece-based value-added cloud distributor. Interworks serves reseller and MSP partners across Southeastern Europe, including Greece, Malta, Cyprus, Bulgaria and other regional markets, with a portfolio of major cloud and software vendors.

What was the purchase price for Interworks in the Climb Global Solutions (CLMB) deal?

Climb Global Solutions agreed to buy Interworks for an aggregate purchase price of approximately €8.0 million. The company notes this consideration is subject to certain adjustments, reflecting customary mechanisms in share purchase agreements for closing date balance sheet or other agreed changes.

How does the Interworks acquisition affect Climb Global Solutions’ (CLMB) earnings?

Climb Global Solutions states it expects the Interworks acquisition to be accretive to earnings per share and adjusted EBITDA. This means management anticipates Interworks’ contribution will increase overall profitability metrics versus Climb’s standalone performance, assuming successful integration and realization of expected financial synergies.

What were Interworks’ latest reported financial results before the Climb Global Solutions (CLMB) acquisition?

For its fiscal year ended December 31, 2025, Interworks reported adjusted EBITDA of approximately €901,000, up 86% from approximately €485,000 in the prior fiscal year. These figures are derived from internal financial statements prepared by Interworks’ management and may not be comparable to Climb’s non-GAAP metrics.

How does the Interworks deal expand Climb Global Solutions’ (CLMB) European presence?

The acquisition adds Interworks’ established operations across Southeastern Europe, including Greece, Malta, Cyprus and Bulgaria, and more than 600 cloud reseller and MSP relationships. This footprint supports Climb’s strategy to strengthen its Pan-European Microsoft distribution capabilities and broader cloud and software channel reach across key European markets.

Which major vendors does Interworks work with in the Climb Global Solutions (CLMB) acquisition?

Interworks maintains partnerships with leading software and cloud vendors including Microsoft, Acronis, Google, AnyDesk, NinjaOne, Nord Security, ThreatDown, Blackwall and others. These vendor relationships complement Climb’s existing portfolio and support expansion in security, productivity, backup and other cloud-based solutions across Southeastern Europe.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 19.0 KB

Other Documents

• EX-2.1 EXHIBIT 2.1 783.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB