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0000945983
0000945983
2026-03-02
2026-03-02
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): March 2, 2026
CLIMB GLOBAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-26408
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13-3136104
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4 Industrial Way West, Suite 300,
Eatontown, New Jersey
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07724
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(Address of principal executive offices)
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(Zip Code)
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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):
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☐
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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:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common stock, $.01 par value
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CLMB
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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).
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 8.01 Other Events.
On March 2, 2026, Climb Global Solutions, Inc. (the “Company”) announced that the Company’s Board of Directors approved a four-for-one forward stock split (the “Stock Split”) of the Company’s issued common stock to be effected through the filing of an amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”) with the Secretary of the State of Delaware. The Amendment will also proportionately increase the number of shares of the Company’s authorized common stock. As a result of the Stock Split, each stockholder of record as of the close of business on March 16, 2026 (the “Record Date”) will receive, after the close of trading on March 20, 2026, three additional shares for every share held on the Record Date. Trading is expected to begin on a split-adjusted basis on March 23, 2026.
A copy of the press release issued on March 2, 2026, regarding the Stock Split is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description of Exhibit
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99.1
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Press Release dated March 2, 2026.
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104
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Cover Page Interactive Data File (formatted as inline XBRL).
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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: March 2, 2026
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By:
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/s/ Matthew Sullivan
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Name:
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Matthew Sullivan
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Title:
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Chief Financial Officer
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Exhibit 99.1
Climb Global Solutions, Inc. Announces Four-For-One Stock Split
EATONTOWN, N.J., March 2, 2026 -- Climb Global Solutions, Inc. (NASDAQ:CLMB) (“Climb” or the “Company”), announced today that its Board of Directors has approved a four-for-one forward stock split of the Company’s common stock. The forward stock split will be effected through an amendment to the Company’s Restated Certificate of Incorporation. The forward stock split is intended to improve liquidity and broaden the stock’s accessibility and will not change any stockholder’s proportionate ownership interest in the Company. Each stockholder of record as of the close of business on Monday, March 16, 2026 (the “record date”) will receive, after the close of trading on Friday, March 20, 2026, three additional shares for every share held on the record date. Trading is expected to begin on a split-adjusted basis on Monday, March 23, 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.
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, the Company’s capital allocation objectives and the consummation of the forward stock split. Factors, among others, that could cause actual results and events to differ materially from those described in any forward-looking statements include, without limitation, the consummation and effect of the forward stock split. 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