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BCS

Current Report · Items 1.01, 7.01, 9.01 · 8-K

Climb Global Solutions, Inc.

CLMBNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Regulation FD Disclosure

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”).…

Filed Oct 22, 2026Accepted Oct 22, 2026, 8:59 AM EDTCIK 945983Accession 0001437749-26-033185
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Company context

Current securities

Historical securities (1)

Recent company filings

  1. 10-Q filingOct 29, 2026
  2. Results of Operations and Financial ConditionOct 28, 2026
  3. 10-Q filingJul 30, 2026
  4. Results of Operations and Financial ConditionJul 29, 2026
  5. Regulation FD DisclosureJul 7, 2026

Registered securities in this filing

CLIMB GLOBAL SOLUTIONS, INC. · 8-K · Filed 2026-10-22

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common stock, $.01 par value

Symbol
CLMB
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: d20268K

Dimensions: Not supplied

Accession 000143774926033185 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 1.01, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
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 7.01Item 7.01 - Regulation FD Disclosure
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.

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