Climb Global Solutions (NASDAQ: CLMB) enacts 4-for-1 stock split, ups authorization

Rhea-AI Filing Summary

Climb Global Solutions, Inc. approved a change to its capital structure by implementing a four-for-one forward stock split of its issued common stock. This was effected through a Certificate of Amendment to its Restated Certificate of Incorporation filed in Delaware.

The amendment also increased the number of authorized common shares from 10,000,000 to 40,000,000. It became effective at 4:01 p.m. Eastern Time on March 20, 2026, and trading in the company’s common stock is expected to begin on a split-adjusted basis on March 23, 2026.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

--12-31

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): March 20, 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, par value $0.01 per share		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 5.03                Amendments to Articles of Incorporation or Bylaws.

On March 20, 2026, Climb Global Solutions, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect the previously announced four-for-one forward stock split of the Company’s issued common stock and proportionate increase in the number of shares of the Company’s authorized common stock from 10,000,000 to 40,000,000. The Amendment, which became effective at 4:01 p.m., Eastern Time, on March 20, 2026, is filed as Exhibit 3.1 to this Current Report on Form 8-K.

Trading is expected to begin on a split-adjusted basis on March 23, 2026.

Item 9.01                Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment of Restated Certificate of Incorporation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: March 20, 2026	By:	/s/ Matthew Sullivan
	Name:	Matthew Sullivan
	Title:	Chief Financial Officer

FAQ

What corporate action did Climb Global Solutions (CLMB) take in this 8-K?

Climb Global Solutions implemented a four-for-one forward stock split of its issued common stock. This was done through a Certificate of Amendment to its Restated Certificate of Incorporation filed with the Delaware Secretary of State on March 20, 2026.

How did the authorized shares of Climb Global Solutions (CLMB) change?

The number of authorized common shares for Climb Global Solutions increased from 10,000,000 to 40,000,000. This change was part of the same Certificate of Amendment that implemented the four-for-one forward stock split on March 20, 2026.

When did Climb Global Solutions’ stock split become effective?

The four-for-one forward stock split became effective at 4:01 p.m. Eastern Time on March 20, 2026. This effective time is tied to the filing of the Certificate of Amendment with the Delaware Secretary of State, as described in the company’s current report.

When will Climb Global Solutions (CLMB) begin trading on a split-adjusted basis?

Climb Global Solutions expects its common stock to begin trading on a split-adjusted basis on March 23, 2026. This follows the effectiveness of the four-for-one forward stock split that occurred in the afternoon of March 20, 2026.

On which exchange does Climb Global Solutions (CLMB) trade after the split?

Climb Global Solutions’ common stock, par value $0.01 per share, continues to trade on The Nasdaq Global Market under the symbol CLMB. The 8-K notes only that trading will begin on a split-adjusted basis following the four-for-one forward stock split.

What exhibit did Climb Global Solutions file with this 8-K?

The company filed its Certificate of Amendment of Restated Certificate of Incorporation as Exhibit 3.1. The filing also includes an Inline XBRL cover page interactive data file, identified as Exhibit 104 in the exhibit index section.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION 13.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB