Climb Global Solutions, Inc.

Climb Global Solutions,** Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

September 30, 2026

(Amounts in tables in thousands, except share and per share amounts)

1.** Basis of Presentation:**

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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 Form10-Q and Rule10-01 of Regulation S-X. Accordingly, as permitted by the rules and regulations of the Securities and Exchange Commission, the financial statements donot include all of the information and footnotes required by U.S. GAAP for complete audited financial statements.

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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 arenot 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* maydiffer from these estimates under different assumptions or conditions. The unaudited condensed consolidated statements of earnings for the interim periods arenot* 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 Form10-K filed with the Securities and Exchange Commission for the fiscal year ended* December 31, 2025*.

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The consolidated financial statements include the accounts of Climb Global Solutions, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated.

Stock Split

On* March 20, 2026,the Company completed afour-for-one forward stock split of the Company's issued common stock (the “Stock Split”). Each shareholder as of the record date of March 16, 2026*received three additional shares of common stock for every share held. References made to share or per share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the Stock Split.

Reclassifications

Certain reclassifications have been made to the prior period financial statements to conform to the current-year presentation.

2. Recently Issued Accounting Standards:

In* December 2025,the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")2025-11, "Interim Reporting (Topic270*): Narrow-Scope Improvements." This ASU clarifies the guidance in Accounting Standards Codification (“ASC”) Topic270 -Interim Reporting, adding a comprehensive list of required interim disclosures and a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This ASU is effective for interim periods within annual periods beginning after* December 15, 2027,*with early adoption permitted. The Company is currently evaluating these new disclosure requirements.

In* September 2025,the FASB issued ASUNo.* 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic350*-40): Targeted Improvements to the Accounting for Internal-Use Software*”. This ASU amends the guidance under ASC350-40 for internal-use software. The amendments remove references to development stages, clarify when capitalization* maybegin, and require entities to apply property, plant and equipment disclosure requirements under ASC360*-10 to 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 ASUNo.* 2025-06 is permitted. The Company has performed an initial assessment and currently doesnot expect the adoption of ASUNo. 2025-06 to have a material effect on its financial position, results of operations or cash flows.

In* July 2025,the FASB issued ASUNo.* 2025-05, “Financial Instruments - Credit Losses (Topic326*): Measurement of Credit Losses for Accounts Receivable and Contract Assets*”.The update amends the guidance in ASC326-20 to introduce apractical expedient when estimating credit losses that assumes that current conditions as of the balance sheet date donot change for the remaining life of the asset. The amendments apply to current accounts receivable and current contract assets arising from transactions under ASC606 (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 ASUNo.* 2025-05 is permitted. The Company adopted this ASU for thethree months ended* March 31, 2026.The Company has evaluated the impact of ASUNo.* 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 ASUNo. 2025-05 didnot have a material effect on the Company's consolidated financial position.

In* November 2024,the FASB issued ASUNo.* 2024-03, “Income Statement–* Reporting Comprehensive Income*–* Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses*”. This ASU requires entities to disaggregate expense items in the notes to the financial statements and requires disclosure of specified information related to purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The amendments in this ASU are effective for annual periods beginning after* December 15, 2026,and interim periods beginning after December 15, 2027.Companies have the option to apply the guidance either on a retrospective or prospective basis, and early adoption is permitted. The Company is currently evaluating the impact of the ASU on its condensed consolidated financial statements and related disclosures. In January 2025,the FASB issued ASUNo.* 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic220-40): Clarifying the Effective Date. This ASU amends the effective date of ASUNo. 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after* December 15, 2026,and interim periods within annual reporting periods beginning after December 15, 2027.Early adoption of ASUNo.* 2024-03 is permitted. The Company is currently evaluating the impact the new accounting standard will have on its expense disclosures in the notes to the consolidated financial statements.

3.** Foreign Currency Translation:**

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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 thethree months ended* September 30, 2026and2025* were $52.1 million and $33.3 million, respectively. The net sales from our foreign operations for thenine months ended* September 30, 2026and2025* were $124.2 million and $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 isnot able to create a natural hedge by maintaining offsetting asset and liability amounts in the same currency, it* mayenter 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 ofno* more thantwo months. The Company doesnot apply hedge accounting to these contracts and therefore the changes in fair value are recorded in earnings. The Company doesnot 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.

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4.** Comprehensive Income:**

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Cumulative translation adjustments have been classified within accumulated other comprehensive income (loss), which is a separate component of stockholders’ equity in accordance with FASB ASC Topic220, “Comprehensive Income.”

5.** Revenue Recognition:**

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

The Company has contracts with certain customers where the Company’s performance obligation is to arrange for the products or services to be provided by another party. In these arrangements, as the Company assumes an agency relationship in the transaction, revenue is recognized in the amount of the net fee associated with serving as an agent. These arrangements primarily relate tothird party maintenance, cloud services and certain security software whose intended functionality is dependent onthird party maintenance.

The Company allows its customers to return product for exchange or credit subject to certain limitations. A liability is recorded at the time of sale for estimated product returns based upon historical experience, which is included in accounts payable and accrued expenses on the Consolidated Balance Sheets, and an asset is recognized for the amount expected to be recorded upon product return, which is included in prepaid expenses and other current assets on the Consolidated Balance Sheets. If actual sales returns are greater than estimated by management, an additional returns allowance* may*be required as an offset to net sales. The Company also provides rebates and other discounts to certain customers which are considered variable consideration. A provision for customer rebates and other discounts is recorded as a reduction of revenue at the time of sale based on an evaluation of the contract terms and historical experience.

The Company considers shipping and handling activities as costs to fulfill the sales of products. Shipping revenue is included in net sales when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of sales. Taxes imposed by governmental authorities on the Company’s revenue producing activities with customers, such as sales taxes and value added taxes, are excluded from net sales.

The Company disaggregates its operating revenue by segment, geography and timing of revenue recognition, which the Company believes provides a meaningful depiction of the nature of its revenue. For additional information, see Note17 – Segment Information.

Hardware and software products sold by the Company are generally delivered via shipment from the Company’s facilities, drop shipment directly from the vendor, or by electronic delivery of keys for software products. The majority of the Company’s business involves shipments directly from its vendors to its customers. In these transactions, the Company is generally responsible for negotiating price both with the vendor and customer, fulfillment of the order, payment to the vendor, establishing payment terms with the customer, product returns, and has risk of loss if the customer doesnot make payment. As the principal with the customer, the Company recognizes revenue upon receiving notification from the vendor that the product was shipped. Control of software products is deemed to have passed to the customer when they acquire the right to use or copy the software under license as substantially all product functionality is available to the customer at the time of sale.

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The Company performs an analysis of the number of days of sales in-transit to customers at the end of each reporting period based on an analysis of commercial delivery terms that include drop-shipment arrangements. This analysis is the basis upon which the Company estimates the amount of net sales in-transit at the end of the period and adjusts revenue and the related costs to reflect only what has been delivered to the customer. Changes in delivery patterns* may*result in a different number of business days estimated to make this adjustment. The Company also performs a weighted average analysis of the estimated number of days between order fulfillment and beginning of the renewal term for term licenses recorded on a gross basis, and a deferral estimate is recorded for term license renewals fulfilled prior to commencement date.

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Generally, software products are sold with accompanyingthird-party delivered software assurance, which is a product that allows customers to upgrade, atno additional cost, to the latest technology if new capabilities are introduced during the period that the software assurance is in effect. The Company evaluates whether the software assurance is a separate performance obligation by assessing if thethird-party delivered software assurance is critical or essential to the core functionality of the software itself. This involves considering if the software provides its original intended functionality to the customer without the updates, if the customer would ascribe a higher value to the upgrades versus the up-front deliverable, if the customer would expect frequent intelligence updates to the software (such as updates that maintain the original functionality), and if the customer chooses tonot delay or always install upgrades. If the Company determines that the accompanyingthird-party delivered software assurance is critical or essential to the core functionality of the software license, the software license and the accompanyingthird-party delivered software assurance are recognized as a single performance obligation. The value of the product is primarily the accompanying support delivered by athird party and therefore the Company is acting as an agent in these transactions and recognizes them on a net basis at the point the associated software license is delivered to the customer. The Company sells cloud computing solutions that utilizethird-party vendors to enable customers to access data center functionality in a cloud-based solution, including storage, computing and networking and access to software in the cloud that enhances office productivity, provides security or assists in collaboration. The Company recognizes revenue for cloud computing solutions for arrangements withone-time invoicing to the customer at the time of invoice on a net basis as the Company is acting as an agent in the transaction. For monthly subscription-based arrangements, the Company is acting as an agent in the transaction and recognizes revenue as it invoices the customer for its monthly usage on a net basis. For software licenses where the accompanyingthird-party delivered software assurance isnot critical or essential to the core functionality, the software assurance is recognized as a separate performance obligation, with the associated revenue recognized on a gross basis at the point the related software license is delivered to the customer.

The Company also sells some of its products and services as part of bundled contract arrangements containing multiple deliverables, which* mayinclude 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 isnot* observable through established standard prices, we use 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 wasno balance of deferred revenue. During thethree* andnine months ended* September30,* 2026, no revenue was recognized that was included in the balance of deferred revenue as of* December 31, 2025.As of September30,* 2026, the balance of deferred revenue was $18.9 million. The deferred revenue balance of $18.9 million as of* September30,* 2026 is included in accrued expenses and other current liabilities. During thethree andnine months ended* September30,* 2025, no revenue was recognized that was included in the balance of deferred revenue as of* December 31, 2024.*

The Company pays commissions and related payroll taxes to sales personnel when customers are invoiced. These costs are recorded as selling, general and administrative expenses in the period earned as all our performance obligations are complete within a short window of processing the order.

6. Acquisition:

On* February**24,* 2026, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with Infiterra Holding Limited, a company incorporated in Cyprus (the “Seller”), pursuant to which the Company purchased the entire share capital of Interworks Single Member SA (“Interworks”), a Greek société 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 $1.6 million and net income of approximately $0.1 million during thethree months ended* September 30, 2026.The Company recorded net sales for Interworks of approximately $3.6 million and net income of approximately $0.3 million during thenine* months ended* September**30,* 2026.

The impact of the acquisition’s preliminary purchase price allocations on the Company’s consolidated balance sheet and the acquisition date fair value of the total consideration transferred is depicted in the table below. Due to the timing of the closing of the transaction in thefirst quarter of2026, the Company hasnot yet completed its evaluation and determination of certain assets acquired and liabilities assumed, primarily the final valuation of goodwill and intangible assets; therefore, the final fair value of the assets acquired and liabilities assumed, which will be completed within the measurement period of up toone year from the acquisition date,* may*vary from the Company’s preliminary estimates:

Intangible assets are comprised of approximately $5.9 million of vendor relationships with a weighted average amortization period of 11 years, representing the expected period of benefits. Goodwill, which was allocated to the Distribution segment, is the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce. Goodwill recognized as a result of the acquisition isnot deductible for income tax purposes.

The Company used the income approach to value the intangible assets, representing acquired vendor relationships. Inputs used to value these intangible assets include the discount rate, projection of all future cash flows, long-term growth rates, vendor attrition rates and applicable income tax rates.

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 wereno outstanding balances as of* September**30,* 2026.

Pro Forma Results (unaudited)

The following unaudited pro forma financial information summarizes the results of operations for thethree andnine months ended* September30,* 2026 and2025, as if the acquisition of Interworks had been completed as of the beginning of thethree andnine months ended* September30,* 2026 and2025, respectively. The pro forma results are based upon certain assumptions and estimates, and they give effect to actual operating results prior to the 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 donot necessarily represent results that would have occurred if the acquisition had taken place on the basis assumed above, nor are they indicative of the results of future combined periods.

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7. Goodwill and Other Intangible Assets:

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The following table summarizes the changes in the carrying amount of goodwill for thenine months ended* September 30, 2026*:

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Information related to the Company’s other intangibles, net is as follows:

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Customer relationships are amortized over thirteen years. Vendor relationships are amortized between eight andfifteen years. Trade name is amortized over fifteen years.

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During thethree months ended* September 30, 2026and2025*, the Company recognized total amortization expense for other intangibles, net of $1.6 million, in each period. During thenine months ended* September 30, 2026and2025*, the Company recognized total amortization expense for other intangibles, net of $4.7 million and $4.4 million, respectively.

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

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8. Right-of-use Asset and Lease Liability:

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The Company has entered into operating leases for office and warehouse facilities, which have terms at lease commencement that range from 1 year to 11 years. The Company determines if an arrangement is a lease at inception. Leases with an initial term of12 months or less arenot recorded on the Consolidated Balance Sheets and lease expense for these leases is recognized on a straight-line basis over the lease term.

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Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date of the lease based on the present value of the lease payments over the lease term. As our leases donot provide a readily determinable implicit rate, we use an incremental borrowing rate based on the information available at commencement date, including lease term, in determining the present value of future payments. The operating lease asset also includes any lease payments made and excludes lease incentives. Operating lease expense is recognized on a straight-line basis over the lease term and included in selling, general and administrative expenses.

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Information related to the Company’s ROU assets and related lease liabilities are as follows:

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

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9. Fair Value:

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The carrying amounts of financial instruments, including cash and cash equivalents, short-term accounts receivable, accounts payable and term loan approximated fair value at* September 30, 2026* and* December 31, 2025* because of the 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.

10. Balance Sheet Detail:

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Equipment and leasehold improvements consist of the following:

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During thethree months ended* September 30, 2026and2025*, the Company recorded depreciation and amortization expense of$0.5 million and $0.4 million, respectively. During thenine months ended* September 30, 2026and2025*, the Company recorded depreciation and amortization expense of$1.5 million and $1.2 million, respectively.

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In limited circumstances, the Company offers extended payment terms to customers for periods of 12 to 36 months. The related customer receivables are classified as accounts receivable long-term and discounted to their present value at prevailing market rates at the time of sale. In subsequent periods, the accounts receivable is increased to the amounts due and payable by the customers through the accretion of interest income on the unpaid accounts receivable due in future years. The amounts under these long-term accounts receivable due withinone year are reclassified to the current portion of accounts receivable. Accounts receivable long term, net consists of the following:

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The undiscounted cash flows to be received by the Company relating to these accounts receivable long-term are expected to be $1.3 million and$0.4 million, respectively, during each of the12-month periods ending* September 30,* 2027 and2028.

11.** Credit Facility:**

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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 loansnot* 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 amountnot 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.

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All outstanding loans issued pursuant to the Credit Agreement become due and payable on* May 18, 2028.During thenine* months ended* September**30,* 2026, borrowing under the Credit Agreement bore interest at a rate of 7.25% per annum. There wereno amounts outstanding under the Credit Agreement as of* September 30, 2026* and* December 31, 2025*.

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Outstanding Loans comprising (i) ABR Borrowings bear interest at the ABR plus the Applicable Rate, (ii) Term Benchmark Borrowings bear interest at the Adjusted Term SOFR Rate or the Adjusted EURIBOR Rate, as applicable, plus the Applicable Rate and (iii) RFR Loans bear interest at a rate per annum equal to the applicable Adjusted Daily Simple RFR plus the Applicable Rate. The Applicable Rate for borrowings varies (i) in the case of ABR Borrowings, from 0.50% to 0.75% and (ii) in the case of Term Benchmark Borrowings and RFR Loans, from 1.50% to 1.75%. Capitalized terms used in this paragraph are defined in the Credit Agreement.

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The Credit Agreement contains customary affirmative covenants, such as financial statement and collateral reporting requirements. The Credit Agreement also contains customary negative covenants that limit the ability of the Company to, among other things, incur indebtedness, create liens or permit encumbrances, make certain restricted payments (including stock repurchases or the payment of cash dividends), or undergo certain fundamental changes. Additionally, under certain circumstances, the Company is required to maintain a minimum fixed charge coverage ratio.

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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 bore interest at a rate of 3.73% per annum and was repaid overforty-eight* monthly installments of principal and interest through* March**2026.*

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At* September 30, 2026*, there wereno amounts outstanding under the Term Loan and there areno future principal payments. At* December 31, 2025*, the Company had $0.2 million outstanding under the Term Loan.

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12. Earnings Per Share:

Our basic and diluted earnings per share are computed using thetwo-class method in accordance with ASC260. Thetwo-class method is an earnings allocation that determines net income per share for each class of common stock and participating securities according to their participation rights in dividends and undistributed earnings or losses. Non-vested restricted stock awards that include non-forfeitable rights to dividends are considered participating securities. Per share amounts are computed by dividing net income available to common shareholders by the weighted average shares outstanding during each period. Diluted and basic earnings per share are the same because the restricted shares are the only potentially dilutive security.

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

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13.** Major Customers and Vendors:**

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The Company hadno major vendors during thethree months ended* September 30, 2026*, andone major vendor that accounted for 13% of total purchases during thethree months ended* September 30, 2025*. The Company hadno major vendors during thenine months ended* September 30, 2026and2025*.

The Company hadthree major customers that accounted for 20%,13%, and 13%, respectively, of its net sales during thethree months ended* September 30, 2026*, and 22%,14%, and 2%, respectively, of its net sales during thethree months ended* September 30, 2025*. The Company hadthree major customers that accounted for 19%,13%, and 17%, respectively, of its net sales during thenine months ended* September 30, 2026*, and 24%,13%, and 9%, respectively, of its net sales during thenine months ended* September 30, 2025*. These same customers, respectively, accounted for 23%,4%, and 2% of total net accounts receivable as of* September**30,* 2026, and 15%,8%, and 1% of total net accounts receivable as of* December 31, 2025*.

14.** Income Taxes:**

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The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company’s policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as operating expenses. The Company believes that it has appropriate support for the income tax positions it takes and expects to take on its tax returns, and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter.

During thethree months ended* September 30, 2026and2025*, the Company recorded a provision for income taxes of $2.9 million and $1.6 million, respectively. The effective tax rate for thethree months ended* September 30, 2026and2025* was 27.0% and 25.5%, respectively. During thenine months ended* September 30, 2026and2025*, the Company recorded a provision for income taxes of $5.8 million and $3.9 million, respectively. The effective tax rate for thenine months ended* September 30, 2026and2025* was 25.6% and 21.6%, respectively. The change in effective tax rate for thethree andnine months ended* 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 thethree months ended* 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 less than $0.1 million, which reduced our effective tax rate by 0.6%. During thethree months ended* 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 $0.1 million, which reduced our effective tax rate by 1.9%.

During thenine months ended* 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 2.4%. During thenine months ended* 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 $0.8 million, which reduced our effective tax rate by 4.6%.

15. Stockholders’** Equity and Stock Based Compensation:**

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 “Amended2021* 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 the2021 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 Amended2021 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* September 30, 2026*, the number of shares of Common Stock available for future award grants to employees, officers and directors under the Amended2021 Plan is 1,784,722.

During thenine months ended* September 30, 2026*, the Company granted a total of 296,055 Restricted Stock Units to directors, officers, and employees. During thenine months ended* September 30, 2026*, a total of 6,764 Restricted Stock Units were forfeited.

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

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A summary of nonvested Restricted Stock Unit awards, as adjusted for the Stock Split, outstanding under the Amended2021 Plan as of* September 30, 2026*, and changes during thenine months then ended is as follows:

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As of* September 30, 2026*, there is approximately $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 2.3 years.

During thethree months ended* September 30, 2026and2025*, the Company recognized share-based compensation expense of $1.6 million and $1.1 million, respectively. During thenine months ended* September 30, 2026and2025*, the Company recognized share-based compensation expense of $4.5 million and $3.6 million, respectively.

16. Commitments and Contingencies

Severance Plan

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 forthree tiers of severance benefits in the event of a Covered Termination based on the executive’s seniority and position, including payment of6-18 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 of18-24 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.

Other

As of* September 30, 2026*, the Company hasno standby letters of credit, hasno standby repurchase obligations or other commercial commitments. The Company has a line of credit; see Note11 (Credit Facility). Other than employment agreements and management compensation arrangements, the Company isnot engaged in any other transactions with related parties.

17. Segment Information:

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The Company distributes software developed by others through resellers indirectly to customers worldwide. We also resell computer software and hardware developed by others and provide technical services directly to customers worldwide.

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FASB ASC Topic280, “Segment Reporting,” requires that public companies report profits and losses and certain other information on their “reportable operating segments” in their annual and interim financial statements. The internal organization used by the public company’s Chief Operating Decision Maker (“CODM”) to assess performance and allocate resources determines the basis for reportable operating segments. The Company’s Chief Executive Officer, who has been identified as the Company’s CODM, evaluates the performance of both reportable segments based on segment income. Net sales, gross profit, and operating expenses are also monitored closely. This information is used to measure segment profitability, allocate resources, and make budgeting and forecasting decisions about the reportable segments. The CODM also uses these measures to monitor trends in year over year performance comparisons, sequential quarter performance comparisons, and to compare actual results to forecasts. More disaggregated information about operating expense is only reviewed by the CODM on a consolidated basis. Segment income represents net sales less costs of sales, excluding depreciation and amortization expense and operating expenses. Net sales and cost of sales, excluding depreciation and amortization expense are directly attributed to each segment. The majority of operating expenses are also directly attributed to each segment, while certain other operating expenses are allocated to the segments in a reasonable manner considering the specific facts and circumstances of the expenses being allocated.

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The Company is organized intotwo reportable operating segments. The “Distribution” segment distributes technical software to corporate resellers, VARs, consultants and systems integrators worldwide. The “Solutions” segment is a provider of cloud solutions and value-added reseller of software, hardware and services to customers worldwide. The Company's reportable segments are based on products and services delivered, and the Company's CODM decides how to assess performance and allocate resources based on segment.

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Segment income is based on segment revenue less the respective segment’s cost of revenues as well as segment direct costs (including such items as payroll costs and payroll related costs, such as profit sharing, incentive awards and insurance) and excluding general and administrative expensesnot attributed to an individual segment business unit. The Company only identifies accounts receivable, vendor prepayments, inventory, goodwill and intangible assets by segment as shown below as “Selected Assets” by segment; it doesnot allocate its other assets, including capital expenditures by segment. The following segment reporting information of the Company is provided:

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Geographic areas and net sales mix related to operations for thethree andnine months ended* September 30, 2026and2025* 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* September 30, 2026* and* December 31, 2025* were as follows.

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18. Subsequent Events:

On* October 21, 2026,the Company entered into a Sale and Purchase Agreement (the “NeoVAD Purchase Agreement”) and purchasedone 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 Acquisition adds meaningful reach in France while strengthening several important vendor relationships and creating opportunities to bring more of the Company's portfolio to NeoVAD's reseller network. The NeoVAD Purchase Agreement contains customary representations, warranties, covenants and indemnities. The Acquisition is subject to post-closing adjustments, and due to the timing of the closing of the Acquisition subsequent to the end of the reporting period, the purchase price allocation isnot yet complete.

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