Climb Global Solutions reports $220.31M revenue for Q3 2026

Cover page 3 changes

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For the quarterly period ended June September 30, 2026

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There we re 18,660,639 18,657,963 outs tanding shares of common stock, par value $.01 per share ( Common Stock ) as of July 30, October 29, 2026 .

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FOR THE QUARTERLY PERIOD ENDED June September 30, 2026

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Financial Statements (unaudited) 5 changes

Condensed Consolidated Balance Sheets as of June September 30, 2026 (unaudited) and December 31, 2025

Condensed Consolidated Statements of Earnings for the three and six nine months ended June September 30, 2026 and 2025 (unaudited)

Condensed Consolidated Statements of Comprehensive Income for the three and six nine months ended June September 30, 2026 and 2025 (unaudited)

Condensed Consolidated Statements of Stockholders Equity for the three and six nine months ended June September 30, 2026 and 2025 (unaudited)

Condensed Consolidated Statements of Cash Flows for the six nine months ended June September 30, 2026 and 2025 (unaudited)

Financial statements 16 changes

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Accounts receivable, net of allowance for expected credit losses of $ 652 671 and $ 669 , respectively

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Common stock, $ .01 par value; 40,000,000 shares authorized; 21,138,000 shares issued: 18,660,639 18,657,963 and 18,442,472 shares outstanding, respectively

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Treasury stock, at cost, 2,477,361 2,480,037 and 2,695,528 shares, respectively ( 15,287 15,450 ) ( 14,909 )

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Change in fair value of acquisition contingent consideration ( 515 1,374 ) 379 ( 860 )

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Translation adjustment

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Translation adjustment

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Share-based compensation expense

Restricted stock grants (net of forfeitures)

Treasury shares repurchased

Balance at September 30, 2026

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Dividends paid (per common share $ 0.04 )

Share-based compensation expense

Restricted stock grants (net of forfeitures)

Treasury shares repurchased

Balance at September 30, 2025

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Effect of foreign exchange rate on cash and cash equivalents ( 165 660 ) 1,253

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Note 1: Basis of Presentation: 2 changes

The accompanying unaudited condensed consolidated financial statements of Climb Global Solutions, Inc. and its subsidiaries (collectively, the Company ), have been prepared in accordance with accounting principles generally accepted in the United States of America ( U.S. GAAP ) for interim financial information and with the instructions to Form 10 -Q and Rule 10 - 01 of Regulation S- X. Accordingly, as permitted by the rules and regulation regulations of the Securities and Exchange Commission, the financial statements do not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements.

The preparation of these condensed consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to product returns, bad debts, inventories, intangible assets, income taxes, stock-based compensation, evaluation of performance obligations and allocation of revenue to distinct items, contingencies and litigation. The Company bases its estimates on its historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. In the opinion of the Company s management, all adjustments that are of a normal recurring nature, considered necessary for fair statement of the results for the periods presented, have been included in the accompanying condensed consolidated financial statements. The Company s actual results may differ from these estimates under different assumptions or conditions. The unaudited condensed consolidated statements of earnings for the interim periods are not necessarily indicative of results for the full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company s annual report on Form 10 -K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2025 .

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Note 2: Recently Issued Accounting Standards: 2 changes

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In September 2025, the FASB issued ASU No. 2025 - 06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350 - 40 ): Targeted Improvements to the Accounting for Internal-Use Software . This ASU amends the guidance under ASC 350 - 40 for internal-use software. The amendments remove referenced references to development-stages, development stages, clarify when capitalization may begin, and require entities to apply to property, plant and equipment disclosure requirements under ASC 350 360 - 10 to capitalize capitalized internal-use software costs. The ASU is effective for annual periods beginning after December 15, 2027, and for interim periods within those annual periods. Early adoption of ASU No. 2025 - 06 is permitted. The Company has performed an initial assessment and currently does not expect the adoption of ASU No. 2025 - 06 to have a material effect on its financial position, results of operations or cash flows.

In July 2025, the FASB issued ASU No. 2025 - 05, Financial Instruments - Credit Losses (Topic 326 ): Measurements Measurement of Credit Losses for Accounts Receivable and Contract Assets . The update amends the guidance in ASC 326 - 20 to introduce a practical expedient when estimating credit losses that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments apply to current accounts receivable and current contract assets arising from transactions under ASC

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Note 3: Foreign Currency Translation: 2 changes

Assets and liabilities of the Company s foreign subsidiaries have been translated using the end of the reporting period exchange rates, and related revenues and expenses have been translated at average rates of exchange in effect during the period. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. Foreign currency transaction gains and losses are recorded as income or expenses as amounts are settled. The net sales from our foreign operations for the three months ended June September 30, 2026 and 2025 were $ 39.0 52.1 million and $ 42.7 33.3 million, respectively. The net sales from our foreign operations for the six nine months ended June September 30, 2026 and 2025 were $ 72.0 124.2 million and $ 73.7 107.0 million, respectively.

The Company s foreign currency exposure relates primarily to international transactions where the currency collected from customers can be different from the currency used to purchase the product. In cases where the Company is not able to create a natural hedge by maintaining offsetting asset and liability amounts in the same currency, it may enter into foreign exchange contracts, typically in the form of forward purchase agreements, to facilitate the hedging of foreign currency exposures to mitigate the impact of changes in foreign currency exchange rates. These contracts generally have terms of no more than two months. The Company does not apply hedge accounting to these contracts and therefore the changes in fair value are recorded in earnings. The Company does not enter into foreign exchange contracts for trading purposes and the risk of loss on a foreign exchange contract is the risk of nonperformance by the counterparties, which the Company minimizes by limiting its counterparties to major financial institutions. The Company recognized an unrealized gain of less than $ 0.1 million on contracts outstanding during the three months ended June 30, 2026 and 2025, respectively, which is included in foreign currency transaction gain (loss) in the Consolidated Statements of Earnings.

Note 5: Revenue Recognition: 3 changes

The Company s revenues primarily result from the sale of various technology products and services, including third -party products, third -party software and third -party maintenance, software support and services. The Company recognizes revenue when control of the third -party products and third -party software is transferred to customers, which generally happens at the point of shipment or fulfilment fulfillment and at the point that our customers and vendors accept the terms and conditions of the arrangement for third -party maintenance, software support and services.

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The Company also sells some of its products and services as part of bundled contract arrangements containing multiple deliverables, which may include a combination of products and services. For each deliverable that represents a distinct performance obligation, total arrangement consideration is allocated based upon the standalone selling prices ( SSP ) of each performance obligation. SSP is determined based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through established standard prices, we use judgement judgment and estimate the standalone selling price considering available information such as market pricing and pricing related to similar products.

Deferred revenue is attributable to contracts with customers where billings occurred prior to satisfaction of performance obligations and revenue recognition. As of December 31, 2025, there was no balance of deferred revenue. During the three and six nine months ended June September 30, 2026, no revenue was recognized that was included in the balance of deferred revenue as of December 31, 2025. As of June September 30, 2026, the balance of deferred revenue was $ 12.0 18.9 million. The deferred revenue balance of $ 12.0 18.9 million as of June September 30, 2026 is comprised of $ 12.0 million included in accrued expenses and other current liabilities. During the three and six nine months ended June September 30, 2025, no revenue was recognized that was included in the balance of deferred revenue as of December 31, 2024.

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Note 6: Acquisition: 6 changes

On February 24, 2026, the Company entered into a Share Purchase Agreement (the Purchase Agreement ) by and among the Company, with Infiterra Holding Limited, a company incorporated in Cyprus (the Seller and ), pursuant to which the Company purchased the entire share capital of Interworks Single Member SA ( Interworks ), a Greek soci t anonyme, for an aggregate purchase price of approximately 8.0 million (equivalent to $ 9.4 million USD), adjusted upwards for $ 3.6 million in net working capital adjustment resulting in a final purchase consideration of $ 13.0 million. Interworks is a Greece-based cloud distributor serving reseller markets across Southeastern Europe, including Greece, Malta, Cyprus, Bulgaria, and other regional markets, furthering the Company s reach into these geographies. The Purchase Agreement contains customary representations, warranties, covenants and indemnities. The acquisition was funded utilizing cash from the Company s balance sheet.

The financial position and operating results of Interworks are included in the Company's consolidated financial statements from the date of the acquisition. The Company recorded net sales for Interworks of approximately $ 1.5 1.6 million and net income of approximately $ 0.1 million during the three months ended June September 30, 2026. The Company recorded net sales for Interworks of approximately $ 2.1 3.6 million and net income of approximately $ 0.2 0.3 million during the six nine months ended June September 30, 2026.

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Total purchase consideration

Cash paid for acquisition, net of cash acquired

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Non-current liabilities are comprised of approximately $ 1.1 million of loans and credit facilities that were subsequently repaid in full following the acquisition closing and there were no outstanding balances as of June September 30, 2026.

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The following unaudited pro forma financial information summarizes the results of operations for the three and six nine months ended June September 30, 2026 and 2025, as if the acquisition of Interworks had been completed as of the beginning of the three and six nine months ended June September 30, 2026 and 2025, respectively. The pro forma results are based upon certain assumptions and estimates, and they give effect to actual operating results prior to the acquisitions acquisition and adjustments to reflect income taxes at a rate consistent with the tax rates of the local jurisdictions. As a result, these pro forma results do not necessarily represent results that would have occurred if the acquisitions acquisition had taken place on the basis assumed above, nor are they indicative of the results of future combined periods.

Note 7: Goodwill and Other Intangible Assets: 7 changes

The following table summarizes the changes in the carrying amount of goodwill for the six nine months ended June September 30, 2026 :

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Balance June 30, 2026

Balance September 30, 2026

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As of September 30, 2026

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During the three months ended June September 30, 2026 and 2025 , the Company recognized total amortization expense for other intangibles, net of $ 1.6 million, respectively. in each period. During the six nine months ended June September 30, 2026 and 2025 , the Company recognized total amortization expense for other intangibles, net of $ 3.1 4.7 million and $ 2.9 4.4 million, respectively.

Estimated future amortization expense of the Company s other intangibles, net as of June September 30, 2026 is as follows:

2026 (excluding the six nine months ended June September 30, 2026)

Note 8: Right-of-use Asset and Lease Liability: 2 changes

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Maturities of lease liabilities as of June September 30, 2026 were as follows:

2026 (excluding the six nine months ended June September 30, 2026)

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Note 9: Fair Value: 1 change

The carrying amounts of financial instruments, including cash and cash equivalents, short-term accounts receivable, accounts payable and term loan approximated fair value at June September 30, 2026 and December 31, 2025 because of the relative relatively short maturity of these instruments. The Company s accounts receivable long-term are discounted to their present value at prevailing market rates at the time of sale.

Note 10: Balance Sheet Detail: 2 changes

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During the three months ended June September 30, 2026 and 2025 , the Company recorded depreciation and amortization expense of $ 0.5 million and $ 0.4 million, respectively. During the six nine months ended June September 30, 2026 and 2025 , the Company recorded depreciation and amortization expense of $ 1.0 1.5 million and $ 0.8 1.2 million, respectively.

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The undiscounted cash flows to be received by the Company relating to these accounts receivable long-term is are expected to be $ 0.9 million, $ 0.9 1.3 million and $ 0.4 $0.4 million, respectively, during each of the 12 -month periods ending June September 30, 2027 2028 and 2029. 2028.

Note 11: Credit Facility: 4 changes

On May 18, 2023, the Company entered into a revolving credit agreement (the Credit Agreement ) with JPMorgan Chase Bank, N.A. ( JPM ), providing for a revolving credit facility of up to $ 50.0 million subject to a borrowing base, including the issuance of letters of credit and swingline loans not to exceed $ 2.5 million and $ 5.0 million, respectively, at any time outstanding. In addition, subject to certain conditions enumerated in the Credit Agreement, the Company has the right to increase the revolving credit facility by a total amount not to exceed $ 20.0 million. The proceeds of the revolving loans, letters of credit and swingline loans under the Credit Agreement may be used for working capital needs, general corporate purposes and for acquisitions permitted by the terms of the Credit Agreement.

All outstanding loans issued pursuant to the Credit Agreement become due and payable on May 18, 2028. During the six nine months ended June September 30, 2026, borrowing under the Credit Agreement bore interest at a rate of 7.25 % per annum. There were no amounts outstanding under the Credit Agreement as of June September 30, 2026 and December 31, 2025 .

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On April 8, 2022, the Company entered into a $ 2.1 million term loan (the Term Loan ) with First American Commercial Bancorp, Inc. ( First American ) pursuant to a Master Loan and Security Agreement. The proceeds from the Term Loan were used to fund certain capital expenditures. The borrowing under the Term Loan bears bore interest at a rate of 3.73 % per annum and was repaid over forty-eight monthly installments of principal and interest through March 2026.

At June September 30, 2026 , there were no amounts outstanding under the Term Loan and there are no future principal payments. At December 31, 2025 , the Company had $ 0.2 million outstanding under the Term Loan.

Note 12: Earnings Per Share: 1 change

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A reconciliation of the numerators and denominators of the basic and diluted per share computations, as adjusted for the Stock Split, computations follows:

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Note 13: Major Customers and Vendors: 2 changes

The Company had no major vendors during the three months ended June September 30, 2026 , and one major vendor that accounted for 13 % of total purchases during the three months ended September 30, 2025 . and The Company had no major vendors during the six nine months ended June September 30, 2026 and 2025 .

The Company had three major customers that accounted for 21 20 %, 14 13 %, and 13 %, respectively, of its net sales during the three months ended June September 30, 2026 , and 24 22 %, 13 14 %, and 20 2 %, respectively, of its net sales during the three months ended June September 30, 2025 . The Company had three major customers that accounted for 19 %, 13 %, and 20 17 %, respectively, of its net sales during the six nine months ended June September 30, 2026 , and 25 24 %, 13 %, and 13 9 %, respectively, of its net sales during the six nine months ended June September 30, 2025 . These same customers, respectively, accounted for 19 23 %, 8 4 %, and 9 2 % of total net accounts receivable as of June September 30, 2026, and 15 %, 8 %, and 1 % of total net accounts receivable as of December 31, 2025 .

Note 14: Income Taxes: 3 changes

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During the three months ended June September 30, 2026 and 2025 , the Company recorded a provision for income taxes of $ 2.0 2.9 million and $ 1.8 1.6 million, respectively. The effective tax rate for the three months ended June September 30, 2026 and 2025 was 26.8 27.0 % and 22.9 25.5 %, respectively. During the six nine months ended June September 30, 2026 and 2025 , the Company recorded a provision for income taxes of $ 2.9 5.8 million and $ 2.3 3.9 million, respectively. The effective tax rate for the six nine months ended June September 30, 2026 and 2025 was 24.4 25.6 % and 19.5 21.6 %, respectively. The change in effective tax rate for the three and six nine months ended June September 30, 2026 , compared to the same period in the prior year was primarily impacted by changes in the mix of jurisdictions in which taxable income was earned, as well as a discrete item for the recognition of excess tax benefits related to share-based compensation in income tax expense, and limitations on the deductibility of certain executive compensation amounts during both periods.

During the three months ended June September 30, 2026 , a net the recognition of excess tax benefit was not recognized relating related to share-based compensation in income tax expense resulted in a net tax benefit of less than $ 0.1 million, which reduced our effective tax rate by 0.6 %. During the three months ended June September 30, 2025 , the recognition of excess tax benefit related to share-based compensation in income tax expense resulted in a net tax benefit of $ 0.2 0.1 million, which reduced our effective tax rate by 2.6 1.9 %.

During the six nine months ended June September 30, 2026 , the recognition of excess tax benefit related to share-based compensation in income tax expense resulted in a net tax benefit of $ 0.5 million, which reduced our effective tax rate by 3.9 2.4 %. During the six nine months ended June September 30, 2025 , the recognition of excess tax benefit related to share-based compensation in income tax expense resulted in a net tax benefit of $ 0.7 0.8 million, which reduced our effective tax rate by 5.9 4.6 %.

Note 15: Stockholders Equity and Stock Based Compensation: 7 changes

The Company s stockholders approved the Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan (the 2021 Plan ) in June 2021. On June 2, 2026, the Company s stockholders approved the Amended and Restated Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan (the Amended 2021 Plan ), which, among other changes, increased the number of shares of the Company s common stock, par value $ 0.01 per share ( Common Stock ), reserved and available for issuance under the 2021 Plan by 1,810,000 shares, from 2,000,000 shares to 3,810,000 shares, in each case after giving effect to the Stock Split. The Amended 2021 Plan authorizes the grant of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Cash-Based Awards and Dividend Equivalent Rights. As of June September 30, 2026 , the number of shares of Common Stock available for future award grants to employees, officers and directors under the Amended 2021 Plan is 1,788,849 1,784,722 .

During the six nine months ended June September 30, 2026 , the Company granted a total of 290,200 296,055 Restricted Stock Units to directors, officers, and employees. During the six nine months ended June September 30, 2026 , a total of 5,036 6,764 Restricted Stock Units were forfeited.

During the six nine months ended June September 30, 2025 , the Company granted a total of 174,944 Restricted Stock Units to directors, officers, and employees. During the six nine months ended June September 30, 2025 , a total of 61,884 65,504 Restricted Stock Units were forfeited.

A summary of nonvested Restricted Stock Unit awards, as adjusted for the Stock Split, outstanding under the Amended 2021 Plan as of June September 30, 2026 , and changes during the six nine months then ended is as follows:

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Nonvested shares at June September 30, 2026

As of June September 30, 2026 , there is approximately $ 6.6 5.8 million of total unrecognized compensation costs related to nonvested share-based compensation arrangements. The unrecognized compensation cost is expected to be recognized over a weighted-average period of 2.5 2.3 years.

During the three months ended June September 30, 2026 and 2025 , the Company recognized share-based compensation expense of $ 1.6 million and $ 1.2 1.1 million, respectively. During the six nine months ended June September 30, 2026 and 2025 , the Company recognized share-based compensation expense of $ 2.9 4.5 million and $ 2.5 3.6 million, respectively.

Note 16: Commitments and Contingencies 2 changes

The Board of Directors of the Company previously approved the Climb Global Solutions, Inc. Executive Severance and Change in Control Plan (the Severance Plan ), which supersedes and replaces all other severance arrangements between the Company and its executive officers, which previously had been governed by separate legacy employment agreements and offer letters. The Severance Plan provides severance benefits upon a qualifying termination of employment ( Covered Termination ) of an executive officer. The Severance Plan provides for three tiers of severance benefits in the event of a Covered Termination based on the executive s seniority and position, including payment of 6 - 18 months of base salary, a pro rata payment of such executive s bonus for the year in which the Covered Termination occurred, and a COBRA subsidy during the severance period. In the event the Covered Termination occurs in connection with a change of control, the Severance Plan provides for increased severance benefits, including payment of 18 - 24 months of base salary, payment of such executive s target bonus for the year in which the Covered Termination occurred, double trigger vesting acceleration of equity awards, and a COBRA subsidy during the severance period.

As of June September 30, 2026 , the Company has no standby letters of credit, has no standby repurchase obligations or other commercial commitments. The Company has a line of credit; see Note 11 (Credit Facility). Other than employment agreements and management compensation arrangements, the Company is not engaged in any other transactions with related parties.

Note 17: Segment Information: 3 changes

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Change in fair value of acquisition contingent consideration ( 515 1,374 ) 379 ( 860 )

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Geographic areas and net sales mix related to operations for the three and six nine months ended June September 30, 2026 and 2025 were as follows. Revenue is allocated to a geographic area based on the location of the sale, which is generally the customer s country of domicile.

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Geographic identifiable assets related to operations as of June September 30, 2026 and December 31, 2025 were as follows.

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MD&A 51 changes

This The following information should be read in conjunction with the consolidated financial statements and the notes included in Item 1 of Part I of this Quarterly Report and the audited consolidated financial statements and notes, and Management s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company s Annual Report on Form 10-K filed with the SEC on February 27, 2026 for the fiscal year ended December 31, 2025. In addition to historical information, the following discussion contains certain forward-looking information. See Cautionary Note Regarding Forward-Looking Statements above for certain information concerning forward-looking statements.

Our Company is a value added value-added IT distribution and solutions company, primarily selling software and other third-party IT products and services through two reportable operating segments. Through our Distribution segment we sell products and services to corporate resellers, VARs, consultants and systems integrators worldwide, who in turn sell these products to end users. Through our Solutions segment we act as a cloud solutions provider and value-added reseller, selling computer software and hardware developed by others and provide providing technical services directly to end user customers worldwide. We offer an extensive line of products from leading software vendors and tools for virtualization/cloud computing, security, networking, storage and infrastructure management, application lifecycle management and other technically sophisticated domains as well as computer hardware. We market these products through creative marketing communications, including our web sites, local seminars, webinars, social media, direct e-mail, and printed materials.

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Dividend Policy and Share Repurchase Program. Historically we have sought to return value to investors through the payment of quarterly dividends and share repurchases. Total dividends paid and the dollar value of the shares repurchased were $0.0 million zero and $0.1 $0.2 million for the three months ended June September 30, 2026, respectively, and $0.8 million and $0.5 $0.3 million for the three months ended June September 30, 2025, respectively. Following the end of fiscal year 2025, our Board of Directors determined to suspend quarterly cash dividends on our Common Stock beginning with the first quarter of 2026 in order to preserve financial flexibility and prioritize capital allocation objectives. The payment of future dividends and any share repurchases will be at the discretion of our Board of Directors and will depend on our results of operations, financial condition, capital requirements, contractual restrictions and other factors the Board of Directors deems relevant.

Stock Volatility. The technology, distribution and services sectors of the United States stock markets is are subject to substantial volatility. Numerous conditions which impact these sectors or the stock market in general or the Company in particular, whether or not such events relate to or reflect upon the Company s operating performance, could adversely affect the market price of the Company s Common Stock. Furthermore, fluctuations in the Company s operating results, announcements regarding litigation, the loss of a significant vendor partner or customer, increased competition, reduced vendor incentives and trade credit, higher operating expenses, and other developments, could have a significant impact on the market price of our Common Stock.

Inflation . We have historically not been adversely affected by inflation, as abrupt changes in technology, rapid changes in customer preferences, short product life cycles and evolving industry standards within the IT industry have generally caused the prices of the products we sell to decline. This requires us to sell new products and have growth in unit sales of existing products in order to increase our net sales. We believe that most price increases could be passed on to our customers, as prices charged by us are not set by long-term contracts; however, as a result of competitive pressure, there can be no assurance that the full effect of any such price increases could be passed on to our customers or cause without causing a reduction in our customers spending.

Net sales increased 9%, 37%, or $14.9 $59.0 million, to $174.2 $220.3 million for the three months ended June September 30, 2026 compared to $159.3 $161.3 million for the same period in the prior year. Gross profit increased 15%, 28%, or $3.9 $7.3 million, to $30.2 $33.0 million for the three months ended June September 30, 2026, compared to $26.3 $25.7 million for the same period in the prior year. Selling, general and administrative ( SG&A ) expenses increased 26%, 29%, or $4.3 $4.7 million, to $20.7 $20.9 million for the three months ended June September 30, 2026 compared to $16.4 $16.2 million for the same period in the prior year. Depreciation and amortization expense increased 5%, or $0.1 million, to $2.1 million for the three months ended June September 30, 2026 compared to $2.0 million for the same period in the prior year. Net income decreased 8%, increased 69%, or $0.4 $3.2 million, to $5.5 $7.9 million for the three months ended June September 30, 2026 compared to $5.9 $4.7 million for the same period in the prior year. Diluted income per share decreased 8%, increased 72%, or $0.03 $0.18, to $0.30 $0.43 for the three months ended June September 30, 2026 compared to $0.33 $0.25 for the same period in the prior year.

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On an ongoing basis, the Company evaluates its estimates, including those related to product returns, bad debts, inventories, intangible assets, income taxes, stock-based compensation, contingencies and litigation.

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Our valuation of acquired assets and assumed liabilities requires estimates, especially with respect to intangible assets, that was which are derived using valuation techniques and models such as the income approach. Such models require use of estimates including discount rates, and future expected revenue. The approach to estimating an initial contingent consideration associated with the purchase price also uses similar unobservable factors such as projected cash flows over the term of the contingent earn-out period, discounted for the period over which the initial contingent consideration is measured and expected volatility. Based upon these assumptions, the initial contingent consideration is then valued using a Monte Carlo simulation.

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Intangible assets with determinable lives are amortized on a straight-line basis over their respective estimated useful lives, which is are determined based on their expected period of benefit or are amortized weighted toward their expected periods of benefit. Intangible assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset s carrying amount over its fair value. In addition, each quarter, the Company evaluates whether events and circumstances warrant a revision to the remaining estimated useful life of each of these intangible assets. If the Company were to determine that a change to the remaining estimated useful life of an intangible asset was necessary, then the remaining carrying amount of the intangible asset would be amortized prospectively over that revised remaining useful life.

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The Company s foreign currency exposure relates primarily to international transactions where the currency collected from customers can be different from the currency used to purchase the product. In cases where the Company is not able to create a natural hedge by maintaining offsetting asset and liability amounts in the same currency, it may enter into foreign exchange contracts, typically in the form of forward purchase agreements, to facilitate the hedging of foreign currency exposures to mitigate the impact of changes in foreign currency exchange rates. These contracts generally have terms of no more than two months. The Company does not apply hedge accounting to these contracts and therefore the changes in fair value are recorded in earnings. The Company does not enter into foreign exchange contracts for trading purposes and the risk of loss on a foreign exchange contract is the risk of nonperformance by the counterparties, which the Company minimizes by limiting its counterparties to major financial institutions. The Company recognized an unrealized gain of less than $0.1 million on contracts outstanding during the three months ended June 30, 2026 and 2025, respectively, which is included in foreign currency transaction loss in the Consolidated Statements of Earnings.

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In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software . This ASU amends the guidance under ASC 350-40 for internal-use software. The amendments remove referenced references to development-stages, development stages, clarify when capitalization may begin, and require entities to apply to property, plant and equipment disclosure requirements under ASC 350-10 360-10 to capitalize capitalized internal-use software costs. The ASU is effective for annual periods beginning after December 15, 2027, and for interim periods within those annual periods. Early adoption of ASU No. 2025-06 is permitted. The Company has performed an initial assessment and currently does not expect the adoption of ASU No. 2025-06 to have a material effect on its financial position, results of operations or cash flows.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurements Measurement of Credit Losses for Accounts Receivable and Contract Assets . The update amends the guidance in ASC 326-20 to introduce a practical expedient when estimating credit losses that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments apply to current accounts receivable and current contract assets arising from transactions under ASC 606 (Revenue from Contracts with Customers). The amendments are applied prospectively and are effective for annual reporting periods beginning after December 15, 2025, and interim periods within those years. Early adoption of ASU No. 2025-05 is permitted. The Company adopted this ASU for the three months ended March 31, 2026. The Company has evaluated the impact of ASU No. 2025-05 on its accounting policies and internal controls related to its credit-customer receivables. The Company has determined that, given (i) the nature of its receivables (primarily receivables from customers on credit terms), (ii) its historical credit-loss experience and collection patterns, and (iii) its allowance methodology, adoption of ASU No. 2025-05 did not have a material effect on the Company's consolidated financial position.

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Effective margin % - Adjusted EBITDA

We define adjusted EBITDA as net income, plus provision for income taxes, depreciation, amortization, share-based compensation, interest expense, acquisition related costs and changes in the fair value of contingent considerations. We define effective margin as adjusted EBITDA as a percentage of gross profit. We provided provide a reconciliation of adjusted EBITDA to net income, which is the most directly comparable U.S. GAAP measure. We use adjusted EBITDA as a supplemental measure of our performance to gain insight into our businesses business's profitability, operating performance and performance trends, and to provide management and investors a useful measure for period-to-period comparisons by excluding items that management believes are not reflective of our underlying operating performance. Accordingly, we believe that adjusted EBITDA and effective margin provide useful information to investors and others in understanding and evaluating our operating results. Adjusted EBITDA is also a component to of our financial covenants in our credit facility. Our use of adjusted EBITDA has limitations, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. In addition, other companies, including companies in our industry, might calculate adjusted EBITDA, or similarly titled measures differently, which may reduce their usefulness as comparative measures.

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We consider gross profit growth and effective margin to be key metrics in evaluating our business. During the three months ended June September 30, 2026, gross profit increased 15%, 28%, or $3.9 $7.3 million, to $30.2 $33.0 million compared to $26.3 $25.7 million for the same period in the prior year, while effective margin decreased increased to 37.5% 44.6% compared to 43.3% 42.3% for the same period in the prior year. During the six nine months ended June September 30, 2026, gross profit increased 14%, 19%, or $7.0 $14.3 million, to $56.7 $89.7 million compared to $49.7 $75.4 million for the same period in the prior year, while effective margin decreased to 33.9% 37.9% compared to 38.3% 39.6% for the same period in the prior year.

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Three Months Ended June September 30, 2026 Compared to Three Months Ended June September 30, 2025

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Net sales for the three months ended June September 30, 2026 increased 9%, 37%, or $14.9 $59.0 million, to $174.2 $220.3 million compared to $159.3 $161.3 million for the same period in the prior year. Gross billings, an operational metric, for the thre e months ended June September 30, 2026 increased 17%, 40%, or $86.7 $201.8 million, to $587.3 $706.4 million compared to $500.6 $504.6 million for the same period in the prior year. Net sales and gross billings both increased, due to reflecting strong double-digit organic growth from our new and existing vendor partnersh ips vendors and the Interworks acquisition. Interworks contributed approximately $1.5 $1.6 million of net sales during the quarter; excluding Interworks, net sales increased by approximately $13.4 $57.4 million. Interworks contributed approximately $8.2 $6.7 million of gross billings during the quarter. Excluding Interworks, gross billings increased by approximately $195.1 million. Gross billings increased at a higher rate than net sales due to differences in the product mix between the two periods. During the three months ended June September 30, 2026, gross billings included a greater percentage of security, maintenance and cloud products, which are recorded net of related cost of sales, while during the three months ended June September 30, 2025, gross billings included a greater percentage of hardware and software products, which are recorded on a gross basis.

Distribution segment net sales for the three months ended June September 30, 2026 increased 10%, 37%, or $14.8 $57.3 million, to $167.8 $211.7 million compared to $153.0 $154.4 million for the same period in the prior year. Gross billings for the Distribution segment for the three months ended June September 30, 2026 increased 18%, 41%, or $85.8 $198.6 million, to $562.9 $680.5 million compared to $477.0 $481.9 million for the same period in the prior year. Net sales increased organically at a lesser rate than gross billings increased due to the impact of security, maintenance, and cloud products sales recognized during the current period, which are recorded on a net basis.

Solutions segment net sales for the three months ended June September 30, 2026, increased 3%, 25%, or $0.1 $1.8 million, to $6.4 $8.7 million compared to $6.3 $6.9 million for the same period in the prior year. Gross billings for the Solutions segment for the three months ended June September 30, 2026 increased 4%, 14%, or $0.9 $3.2 million, to $24.4 $25.9 million compared to $23.5 $22.7 million for the same period in the prior year. Net sales increased organically at a lesser greater rate than gross billings due to differences in the product mix between the two periods in our Solution Solutions segment.

The Company had three major customers that accounted for 21%, 14%, 20%, 13%, and 13%, respectively, of its total net sales during the three months ended June September 30, 2026, and 24%, 13%, 22%, 14%, and 20%, 2%, respectively, of its total net sales during the three months ended June September 30, 2025. The Company had no major vendors during the three months ended June September 30, 2026, and June one major vendor that accounted for 13% of total purchases during the three months ended September 30, 2025. respectively.

Gross profit f or the three months ended June September 30, 2026 increased 15%, 28%, or $3.9 $7.3 million, to $30.2 $33.0 million compared to $26.3 $25.7 million for the same period in the prior year. Gross profit increased due to organic growth from our new and existing vendor partnerships. and a $1.0 million contribution from the Interworks acquisition.

Distribution segment gross profit for the three months ended June September 30, 2026 increased 13%, 32%, or $3.0 $7.1 million, to $26.0 $29.5 million compared to $23.0 $22.4 million for the same period in the prior year. The increase reflects the previously noted strong double-digit organic growth from new and existing vendor partnerships vendors and a $1.0 million contribution from the Interworks acquisition.

Solutions segment gross profit for the three months ended June September 30, 2026 increased 27%, 6%, or $0.9 $0.2 million, to $4.2 $3.5 million compared to $3.3 million for the same period in the prior year. This The increase was driven by higher reflects the previously noted gross profit margins generated in both North American and Europe. billings growth.

Customer rebates and discounts for the three months ended June September 30, 2026 were $6.4 $7.9 million compared to $6.3 $5.6 million for the same period in the prior year. Customer rebates and discounts vary based on terms of rebate and early pay discount programs offered to customers and timing of payments ultimately received from our customers.

Vendor rebates and discounts for the three months ended June September 30, 2026 were $5.2 $6.4 million compared to $5.5 $3.9 million for the same period in the prior year. Vendor rebates are dependent on programs offered by our vendors and in some cases reaching certain volume targets set by our vendors or meeting certain early payment programs offered by our vendors. The Company monitors vendor rebate levels, competitive pricing, and gross profit margins carefully.

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SG&A expenses for the three months ended June September 30, 2026 increased 26%, 29%, or $4.3 $4.7 million, to $20.7 $20.9 million compared to $16.4 $16.2 million for the same period in the prior year. This increase was primarily due to an increase in salaries, commissions and other employee related expenses in support of the increased gross profit, targeted investments to drive organic growth from new vendors, and in the Company's infrastructure to support long-term growth initiatives. and a $0.7 million contribution from the Interworks acquisition. SG&A expenses were 3.5% 3.0% of gross billings for the three months ended June September 30, 2026, compared to 3.3% 3.2% for the same period in the prior year. The Company expects that its SG&A expenses, as a percentage of gross billings, may vary depending on changes in sales volume, as well as the levels of continuing investments to drive future growth.

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Depreciation and amortization expense for the three months ended June September 30, 2026, increased 5%, or $0.1 million, to $2.1 million compared to $2.0 million for the same period in the prior year, primarily due to increased amortization for the vendor relationship intangible acquired through the Interworks acquisition.

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Acquisition related costs for the three months ended June September 30, 2026 and 2025 were less than $0.1 million and $0.6 million, respectively. These expenses in both the current period relate to costs incurred with the acquisition of Interworks, while these expenses in and the same period in the prior year relate to exploratory acquisition-related initiatives.

We compute interim period income taxes by applying an anticipated annual effective tax rate to our year-to-date income or loss from operations before income taxes, except for significant unusual or infrequently occurring items and discrete items. As a result, our estimated tax rate is adjusted each quarter. For the three months ended June September 30, 2026 and 2025, the Company recorded a provision for income taxes of $2.0 $2.9 million and $1.8 $1.6 million, respectively. The effective tax rate for the three months ended June September 30, 2026 and 2025 was 26.8% 27.0% and 22.9%, 25.5%, respectively. The effective tax rate for the three months ended June September 30, 2026 compared to the same period in the prior year was primarily impacted by changes in the mix of jurisdictions in which taxable income was earned, as well as a discrete item for the recognition of excess tax benefits related to share-based compensation in income tax expense, and limitations on the deductibility of certain executive compensation amounts during both periods. A net The recognition of excess tax benefit was not recognized relating related to shared-based share-based compensation in income tax expense resulted in a net tax benefit of less than $0.1 million, which reduced our effective tax rate by 0.6% during the three months ended June September 30, 2026. The recognition of excess tax benefit related to share-based compensation in income tax expense resulted in a net tax benefit of $0.2 $0.1 million, which reduced our effective tax rate by 2.6% 1.9% during the three months ended June September 30, 2025.

Six Nine Months Ended June September 30, 2026 Compared to Six Nine Months Ended June September 30, 2025

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Net sales for the six nine months ended June September 30, 2026 increased 20%, 26%, or $59.3 $118.3 million, to $356.6 $576.9 million compared to $297.3 $458.6 million for the same period in the prior year. Gross billings, an operational metric, for the six nine months ended June September 30, 2026 increased 16%, 24%, or $154.9 $356.7 million, to $1.1 $1.8 billion, compared to $975.1 million $1.5 billion for the same period in the prior year. Net sales and gross billings both increased, due to reflecting strong double-digit organic growth from our new and existing vendor partnerships vendors and the Interworks acquisition. Interworks contributed approximately $2.1 $3.6 million of net sales for the period from acquisition through June September 30, 2026; excluding Interworks, net sales increased by approximately $57.2 $114.7 million. Interworks contributed approximately $12.1 $18.8 million of gross billings for the period from acquisition through June September 30, 2026. Excluding Interworks, gross billings increased by approximately $337.9 million. Gross billi ngs increased at a lesser rate than net sales due to differences in the product mix between the two periods. During the six nine months ended June September 30, 2026 , gross billings included a greater percentage of hardware and software products, which are recorded on a gross basis, while during the six nine months ended June September 30, 2025 , gross billings included a greater percentage of security, maintenance and cloud products, which are recorded net of related cost of sales.

Distribution segment net sales for the six nine months ended June September 30, 2026 increased 21%, 27%, or $59.7 $116.9 million, to $344.9 $556.5 million compared to $285.2 $439.6 million for the same period in the prior year. Gross billings for the Distribution segment for the six nine months ended June September 30, 2026 increased 17%, 25%, or $154.9 $351.8 million, to $1.1 $1.8 billion, compared to $930.6 million $1.4 billion for the same period in the prior year. Net sales increased organically at a greater rate than gross billings increased due to the impact of hardware and software sales recognized during the current period, which are recorded on a gross basis.

Solutions segment net sales for the six nine months ended June September 30, 2026, decreased 4%, increased 7%, or $0.4 $1.3 million, to $11.7 $20.4 million compared to $12.1 $19.1 million for the same period in the prior year. Gross billings for the Solutions segment for the six nine months ended June September 30, 2026 increased 4%, 7%, or $1.8 $5.0 million, to $46.3 $72.2 million compared to $44.5 $67.2 million for the same period in the prior year. Net sales decreased despite the increase in and gross billings increased at the same rate due to differences similarities in the product mix between the two periods in our Solution Solutions segment.

The Company had three major customers that accounted for 19%, 13%, and 20%, 17%, respectively, of its total net sales during the six nine months ended June September 30, 2026, and 25%, 24%, 13%, and 13% 9%, respectively, of its total net sales during the six nine months ended June September 30, 2025. The Company had no major vendors during the six nine months ended June September 30, 2026 and June September 30, 2025. respectively.

Gross profit f or the six nine months ended June September 30, 2026 increased 14%, 19%, or $7.0 $14.3 million, to $56.7 $89.7 million compared to $49.7 $75.4 million for the same period in the prior year. Gross profit increased due to organic growth from our new and existing vendor partnerships and a $1.4 $2.3 million contribution from the Interworks acquisition.

Distribution segment gross profit for the six nine months ended June September 30, 2026 increased 14%, 20%, or $5.9 $13.0 million, to $49.3 $78.8 million compared to $43.4 $65.8 million for the same period in the prior year. The increase reflects the previously noted strong double-digit organic growth from new and existing vendor partnerships and a $1.4 $2.3 million contribution from the Interworks acquisition, partially offset by higher other rebates and discounts offered to our customers as a percentage of gross billings.

Solutions segment gross profit for the six nine months ended June September 30, 2026 increased 17%, 13%, or $1.0 $1.2 million, to $7.3 $10.8 million compared to $6.3 $9.6 million for the same period in the prior year. This increase was driven by higher gross profit margins generated in both North American America and Europe.

Customer rebates and discounts for the six nine months ended June September 30, 2026 were $13.1 $21.1 million compared to $10.9 $16.5 million for the same period in the prior year. Customer rebates and discounts vary based on terms of rebate and early pay discount programs offered to customers and timing of payments ultimately received from our customers.

Vendor rebates and discounts for the six nine months ended June September 30, 2026 were $7.5 $13.9 million compared to $10.3 $14.1 million for the same period in the prior year. Vendor rebates are dependent on programs offered by our vendors and in some cases reaching certain volume targets set by our vendors or meeting certain early payment programs offered by our vendors. The Company monitors vendor rebate levels, competitive pricing, and gross profit margins carefully.

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SG&A expenses for the six nine months ended June September 30, 2026 increased 24%, 25%, or $8.0 $12.6 million, to $41.0 $61.9 million compared to $33.1 $49.3 million for the same period in the prior year. This increase was primarily due to an increase in salaries, commissions and other employee related expenses in support of the increased gross profit, one-time investments to drive organic growth from new vendors and in the Company's infrastructure to support long-term growth initiatives, and a $0.9 $1.6 million contribution from the Interworks acquisition. SG&A expenses were 3.6% 3.4% of gross billings for the six nine months ended June September 30, 2026, compared to 3.4% 3.3% for the same period in the prior year. The Company expects that its SG&A expenses, as a percentage of gross billings, may vary depending on changes in sales volume, as well as the levels of continuing investments to drive future growth.

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Depreciation and amortization expense for the six nine months ended June September 30, 2026, increased 9%, 8%, or $0.3 $0.4 million, to $4.0 $6.1 million compared to $3.7 $5.7 million for the same period in the prior year, primarily due to increased amortization for the vendor relationship intangible acquired through the Interworks acquisition.

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Acquisition related costs for the six nine months ended June September 30, 2026 and 2025 were $0.3 $0.4 million and $0.1 $0.7 million, respectively. These expenses in the current period relate to costs incurred with the acquisition of Interworks, as well as costs incurred for potential acquisitions, while these expenses in the same period in the prior year relate to exploratory acquisition related initiatives.

We compute interim period income taxes by applying an anticipated annual effective tax rate to our year-to-date income or loss from operations before income taxes, except for significant unusual or infrequently occurring items and discrete items. As a result, our estimated tax rate is adjusted each quarter. For the six nine months ended June September 30, 2026 and 2025, the Company recorded a provision for income taxes of $2.9 $5.8 million and $2.3 $3.9 million, respectively. The effective tax rate for the six nine months ended June September 30, 2026 and 2025 was 24.4% 25.6% and 19.5%, 21.6%, respectively. The effective tax rate for the six nine months ended June September 30, 2026 compared to the same period in the prior year was primarily impacted by changes in the mix of jurisdictions in which taxable income was earned, as well as a discrete item for the recognition of excess tax benefits related to share-based compensation in income tax expense, and limitations on the deductibility of certain executive compensation amounts during both periods. The recognition of excess tax benefit related to share-based compensation in income tax expense resulted in a net tax benefit of $0.5 million, which reduced our effective tax rate by 3.9% 2.4% during the six nine months ended June September 30, 2026. The recognition of excess tax benefit related to share-based compensation in income tax expense resulted in a net tax benefit of $0.7 $0.8 million, which reduced our effective tax rate by 5.9% 4.6% during the six nine months ended June September 30, 2025.

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Our cash and cash equivalents as of June September 30, 2026 increased 55%, 83%, or $20.0 $30.3 million, to $56.6 $66.9 million compared to $36.6 million as of December 31, 2025.

Net cash and cash equivalents provided by operating activities for the six nine months ended June September 30, 2026 was $32.2 $44.1 million, comprised primarily of net income adjusted for non-cash items of $7.0 $27.3 million and changes in operating assets and liabilities of $16.4 $16.8 million.

Net cash and cash equivalents used in investing activities during the six nine months ended June September 30, 2026 was $9.2 $10.0 million, comprised primarily of the payment for the Interworks acquisition.

Net cash and cash equivalents used in financing activities during the six nine months ended June September 30, 2026 was $2.9 $3.0 million, comprised of repayments under credit facilities of $10.1 million and purchases of treasury stock of $1.6 million, and repayments of borrowings under term loan of $0.2 $1.8 million, partially offset by borrowings under credit facilities of $9.0 million. The Company had a short-term operating need during the six nine months ended June September 30, 2026, that resulted in $9.0 million of borrowings under credit facilities, which was subsequently repaid in full during the six nine months ended June September 30, 2026.

On May 18, 2023, the Company entered into a revolving credit agreement (the Credit Agreement ) with JPMorgan Chase Bank, N.A. ( JPM ), providing for a revolving credit facility of up to $50.0 million, including the issuance of letters of credit and swingline loans not to exceed $2.5 million and $5.0 million, respectively, at any time outstanding. In addition, subject to certain conditions enumerated in the Credit Agreement, the Company has the right to increase the revolving credit facility by a total amount not to exceed $20.0 million. The proceeds of the revolving loans, letters of credit and swingline loans under the Credit Agreement may be used for working capital needs, general corporate purposes and for acquisitions permitted by the terms of the Credit Agreement. All outstanding loans issued pursuant to the Credit Agreement become due and payable on May 18, 2028. There were no amounts outstanding under the Credit Agreement as of June September 30, 2026.

On April 8, 2022, the Company entered into a $2.1 million term loan (the Term Loan ) with First American Commercial Bancorp, Inc. ( First American ) pursuant to a Master Loan and Security Agreement. The proceeds from the Term Loan was were used to fund certain capital expenditures. The borrowing under the Term Loan bears bore interest at a rate of 3.73% per annum and was repaid over forty-eight monthly installments of principal and interest through March 2026. As of June September 30, 2026, the Company had no amounts outstanding under the Term Loan.

We anticipate that our working capital needs will increase as we invest in the growth of our business. We believe that the funds held in cash and cash equivalents and our unused borrowings under our Credit Agreement will be sufficient to fund our working capital and cash requirements for at least the next 12 months. Our uses of cash beyond the next 12 months will depend on many factors, including the general economic environment in which we operate and our ability to generate cash flow from operations. which we These uses are uncertain but include funding our operations and additional capital expenditures. We continuously evaluate our liquidity and capital resources, including access to external capital, to ensure we can finance our longer-term capital requirements.

The Company s foreign subsidiaries are subject to changes in demand or pricing resulting from fluctuations in currency exchange rates or other factors. We are subject to fluctuations primarily in the Canadian Dollar, Euro, Dollar and British Pound-to-U.S. Dollar exchange rate. rates.

Controls and procedures 3 changes

Evaluation of Disclosure Controls and Procedures. We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that material information relating to us is made known to the officers who certify as to our financial reports and to other members of senior management and the Board of Directors. These disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that are filed or submitted under the Exchange Act, are is recorded, processed, summarized, and reported within the time periods specified in the SEC s rules and forms.

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As described above, on February 24, 2026, we completed the acquisition of Interworks. SEC guidance permits management to omit an assessment of an acquired business internal control over financial reporting from management s assessment of internal control over financial reporting for a period not to exceed one year from date of acquisition. We are in the process of integrating Interworks operations within our internal control structure. In executing this integration, we are analyzing, evaluating, and where necessary, making changes in controls and procedures related to the Interworks business. Accordingly, management has excluded controls relating to Interworks in this quarter s management's evaluation of disclosure controls and procedures as of September 30, 2026 excluded those disclosure controls and changes in our procedures of Interworks that are subsumed by internal control over financial reporting. Interworks represented approximately 1.6% of total assets as of June September 30, 2026 and 0.6% of net sales for the period from acquisition through June September 30, 2026.

Changes in Internal Control Over Financial Reporting. There has been no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act, that occurred during the three months ended June September 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. As discussed above, management has excluded controls relating to Interworks from its evaluation of internal control over financial reporting.

Unregistered sales of stock 10 changes

The table below sets forth the repurchase of Common Stock, as adjusted for the Stock Split, by the Company and its affiliated purchasers during the second third quarter of 2026.

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April 1, 2026 - April 30, 2026

May 1, 2026 - May 31, 2026

June 1, 2026 - June 30, 2026

July 1, 2026 - July 31, 2026

August 1, 2026 - August 31, 2026

September 1, 2026 - September 30, 2026

Does not include 66,997 6,803 shares surrendered, or deemed surrendered, to the Company by employees to satisfy individual tax withholding obligations upon vesting of previously issued Restricted Stock Units.

For the quarter ended June September 30, 2026, we did not repurchase any shares of our Common Stock under our share repurchase plans referred to in footnote (3) below.

On December 3, 2014, the Board of Directors of the Company approved an increase of 500,000 2,000,000 shares, as adjusted for the Stock Split, of Common Stock to the number of shares of Common Stock available for repurchase under its repurchase plans. On February 2, 2017, the Board of Directors of the Company approved an increase of 500,000 2,000,000 shares, as adjusted for the Stock Split, of Common Stock to the number of shares of Common Stock available for repurchase under its repurchase plans. The Company expects to purchase shares of its Common Stock from time to time in the market or otherwise subject to market conditions. The timing, number and value of shares of Common Stock repurchased are subject to the Company s discretion. The Common Stock repurchase program does not have an expiration date.

Other information 1 change

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During the three months ended June September 30, 2026 , none of our directors or officers (as defined in Rule 16a - 1 (f) of the Exchange Act) informed us of the adoption, modification, adopted, modified or termination of terminated a Rule 10b5 - 1 trading arrangement or non-Rule 10b5 - 1 trading arrangement , as those terms are defined in Item 408 of Regulation S-K.

Exhibits 1 change

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The following financial information from Climb Global Solutions, Inc. s Quarterly Report on Form 10-Q for the quarter ended June September 30, 2026, filed with the SEC on July 30, October 29, 2026, formatted in Inline XBRL (Extensible Business Reporting Language) includes: (1) Condensed Consolidated Balance Sheets, (2) Condensed Consolidated Statements of Earnings, (3) Condensed Consolidated Statements of Stockholders Equity, (4) Condensed Consolidated Statements of Comprehensive Income, (5) Condensed Consolidated Statements of Cash Flows, and (6) the Notes to the Unaudited Condensed Consolidated Financial Statements.

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