Climb Global Solutions, Inc. 10-K

Item 9A. Controls and Procedures ​ Evaluation of Disclosure Controls and Procedures. As required by Rule 13a-15(b) under the Exchange Act, our management carried out an evaluation of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures”, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report. This evaluation was carried out under the supervision and with the participation of various members of our management, including our Company’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial and accounting officer). Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective, as of the end of the period covered by this Annual Report, to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by the Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. Internal control over financial reporting includes maintaining records in reasonable detail that accurately and fairly reflect our transactions and disposition of assets; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with US GAAP; providing reasonable assurance that receipts and expenditures of the Company, are made in accordance with authorizations of management and directors of the Company; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that, owing to changes in conditions, controls may become inadequate, or that the degree of compliance with policies or procedures may deteriorate. ​ 28 Table of Contents As previously disclosed in this Annual Report on Form 10-K, on July 31, 2024 we completed the acquisition of DSS. 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. Management has excluded from its assessment of internal control over financial reporting the operations and related assets of DSS, which the Company began consolidating in August 2024. The operations and related assets of DSS were included in the consolidated financial statements of the Company and cons tituted 3% and 1% of total assets and net assets, respectively as of December 31, 2024 , and 3% and 4% of consolidated net sales and net income for the year ended December 31, 2024. ​ Management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024. ​ The Company's independent registered public accounting firm, Deloitte & Touche LLP, has audited the effectiveness of the Company's internal control over financial reporting as of December 31, 2024, as stated in their report, which is included herein. ​ Changes in Internal Control over Financial Reporting . As required by Rule 13a-15(d) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated our internal control over financial reporting to determine whether any changes to our internal control over financial reporting occurred during the fourth quarter of the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  Based on that evaluation, no such changes to our internal control over financial reporting occurred during the fourth quarter of the year ended December 31, 2024.  ​ Item 9B. Other Information ​ During the three months ended December 31, 2024 , none of our directors or officers (as defined in Rule 16a - 1 (f) of the Exchange Act) informed us of the adoption or termination of a “Rule 10b5 - 1 trading arrangement,” as defined in Item 408 of Regulation S-K. ​ Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. ​ Not applicable. ​ PART III ​ Item 10. Directors, Executive Officers and Corporate Governance ​ The information required hereunder, with the exception of the information relating to the Company’s Code of Ethics and Business Conduct that is presented in Part I under the heading “Available Information,” is incorporated by reference herein from our Definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A within 120 days of the end of the fiscal year to which this Annual Report relates (the “Definitive Proxy Statement”) under the sections captioned “Election of Directors” and “Corporate Governance.” ​ 29 Table of Contents Item 11. Executive Compensation ​ The information required hereunder is incorporated by reference herein from the Definitive Proxy Statement under the sections captioned “Executives and Executive Compensation” and “Corporate Governance.” ​ Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ​ The information required hereunder is incorporated by reference herein from the Definitive Proxy Statement under the sections captioned “Equity Compensation Plan Information — Securities Authorized for Issuance under Equity Compensation Plans” and “Security Ownership of Certain Beneficial Owners and Management.” ​ Item 13. Certain Relationships and Related Party Transactions, and Director Independence ​ The information required hereunder is incorporated by reference herein from the Definitive Proxy Statement under the sections captioned “Executives and Executive Compensation,” “Corporate Governance” and “Transactions with Related Persons.” ​ Item 14. Principal Accounting Fees and Services ​ The information required hereunder is incorporated by reference herein from the Definitive Proxy Statement under the section captioned “Ratification of Appointment of Independent Registered Public Accounting Firm.” ​ PART IV ​ Item 15. Exhibits, Financial Statement Schedules ​ (a) The following documents are filed as part of this Annual Report: ​ 1. Consolidated Financial Statements (See Index to Consolidated Financial Statements on page F-1 of this Annual Report); ​ 2. Financial Statement Schedule : Schedule II Valuation and Qualifying Accounts ​ All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements or notes thereto. ​ 30 Table of Contents 3. Exhibits Required by Regulation S-K, Item 601: ​ ​​​ Incorporated by Reference ​ ​ ​ Exhibit No. Description of Exhibit Form Exhibit or Annex Filing Date File Number ​​ ​ ​ ​ ​ ​ 2.1+ Share Purchase Agreement, dated August 18, 2022, by and among the seller listed therein, and Wayside Technology UK Holding Limited. 8-K 2.1 August 18, 2022 000-26408 2.2+ Share Purchase Agreement, dated October 6, 2023, by and among the sellers listed therein, Climb Global Solutions Holdings UK Limited, and the Company, as guarantor. 8-K 2.1 October 10, 2023 000-26408 2.3+ Membership Purchase Agreement, dated July 31, 2024, by and among Climb Global Solutions DSS, LLC, The Douglas Stewart Company, Inc., Robert Bernier and Chuck Hulan. 8-K 2.1 August 6, 2024 000-26408 3.1* Form of Amended and Restated Certificate of Incorporation of the Company. ​ ​ ​ ​ ​ ​ 3.1(a) Certificate of Amendment of Restated Certificate of Incorporation of the Company. 10-Q 3.1(a) November 3, 2006 000-26408 ​ ​ ​ ​ ​ ​ 3.1(b) Certificate of Amendment of Restated Certificate of Incorporation of the Company. 8-K 3.1 October 27, 2022 000-26408 ​ ​ ​ ​ ​ ​ 3.2 Amended and Restated Bylaws of the Company. 8-K 3.1 December 8, 2022 000-26408 ​ ​ ​ ​ ​ ​ 4.1 Specimen of Common Stock Certificate. S-1 4.1 May 30, 1995 July 7, 1995 July 18, 1995 333-92810 4.3 Description of Securities . ​10-K ​4.3 ​March 5, 2024 ​000-26408 ​ ​ ​ ​ ​ ​ 10.1 Credit Agreement, dated May 18, 2023, by and among the Company, Programmer’s Paradise, Inc., Climb Channel Solutions, Inc., Techxtend, Inc., ISP International Software Partners, Inc., Interwork Technologies Inc., Climb Global Solutions Holdings UK LTD, Climb Global Solutions LTD, the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. 8-K 10.1 May 23, 2023 000-26408 ​ ​ ​ ​ ​ ​ 10.2 Pledge and Security Agreement, dated May 18, 2023, by and among Climb Global Solutions, Inc., Programmer’s Paradise, Inc., Climb Channel Solutions, Inc., Techxtend, Inc., ISP International Software Partners, Inc., Interwork Technologies Inc. and JPMorgan Chase Bank, N.A., as Administrative Agent. 8-K 10.2 May 23, 2023 000-26408 31 Table of Contents ​​​ Incorporated by Reference ​ ​ ​ Exhibit No. Description of Exhibit Form Exhibit or Annex Filing Date File Number ​​ ​ ​ ​ ​ ​ 10.3# Form of Officer and Director Indemnification Agreement. 10-Q 10.1 May 5, 2017 000-26408 ​ ​ ​ ​ ​ ​ 10.4# 2021 Omnibus Incentive Plan. DEF14A A April 16, 2021 000-26408 ​ ​ ​ ​ ​ ​ 10.5# Climb Global Solutions, Inc., Executive Severance and Change in Control Plan. 8-K 10.1 April 20, 2023 000-26408 ​ ​ ​ ​ ​ ​ 10.6# Form of Performance-Based Restricted Award Unit Agreement. 8-K 10.2 April 20, 2023 000-26408 ​ ​ ​ ​ ​ ​ 10.7# Form of Restricted Stock Unit Agreement. 8-K 10.3 April 20, 2023 000-26408 ​ ​ ​ ​ ​ ​ 10.8# Form of Cash-Based Award Agreement. 8-K 10.4 April 20, 2023 000-26408 ​ ​ ​ ​ ​ ​ 16.1 Letter from BDO USA, P.C. dated March 7, 2024. 8-K 16.1 March 11, 2024 000-26408 19.1* Climb Global Solutions, Inc. Insider Trading Policy . 21.1* Subsidiaries of the Registrant. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23.1* Consent of BDO USA, P.C., an Independent Registered Public Accounting Firm. 23.2* Consent of Deloitte & Touche LLP, an Independent Registered Public Accounting Firm. ​ ​ ​ ​ ​ ​ 31.1* Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, of Dale Foster, the Chief Executive Officer of the Company . ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.2* Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, of Matthew Sullivan, the Chief Financial Officer of the Company. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.1** Certification pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Dale Foster, the Chief Executive Officer of the Company. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.2** Certification pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Matthew Sullivan, the Chief Financial Officer of the Company. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 97.1 Clawback Policy For Incentive-Based Compensation. ​10-K ​97.1 ​March 5, 2024 ​000-26408 32 Table of Contents ​​​ Incorporated by Reference ​ ​ ​ Exhibit No. Description of Exhibit Form Exhibit or Annex Filing Date File Number ​​ ​ ​ ​ ​ 101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). ​ ​ ​ ​ ​ ​ ​ ​ 101.SCH* Inline XBRL Taxonomy Extension Schema Document. ​ ​ ​ ​ ​ ​ ​ ​ 101.DEF* Inline XBRL Taxonomy Extension Calculation Linkbase Document. ​ ​ ​ ​ ​ ​ ​ ​ 101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document. ​ ​ ​ 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. ​ ​ ​ ​ ​ ​ ​ ​ 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ​ ​ ​ ​ * Filed herewith. ​ ** Furnished herewith. ​ # Indicates management or compensatory plan or arrangement ​ + Certain exhibits or schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. ​ Item 16. Form 10-K Summary ​ None. 33 Table of Contents SIGNATURES ​ Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in Eatontown, New Jersey, on March 11, 2025. ​ CLIMB GLOBAL SOLUTIONS, INC. ​ ​ ​ ​ ​ By: /s/ Dale Foster ​ ​ Dale Foster, Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated: ​ Signature ​ Title ​ Date ​ ​ ​ ​ ​ /s/ Dale Foster ​ Chief Executive Officer and Director ​ March 11, 2025 Dale Foster ​ (Principal Executive Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Matthew Sullivan ​ Vice President and Chief Financial Officer ​ March 11, 2025 Matthew Sullivan ​ (Principal Financial and Accounting Officer) ​ ​ ​ ​ ​ ​ ​ /s/ John McCarthy ​ Chairman of the Board of Directors ​ March 11, 2025 John McCarthy ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Andrew Bryant ​ Director ​ March 11, 2025 Andrew Bryant ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Gerri Gold ​ Director ​ March 11, 2025 Gerri Gold ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Greg Scorziello ​ Director ​ March 11, 2025 Greg Scorziello ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Kimberly Boren ​ Director ​ March 11, 2025 Kimberly Boren ​ ​ ​ ​ ​ 34 Table of Contents Items 8 and 15(a) ​ Climb Global Solutions, Inc. and Subsidiaries ​ Index to Consolidated Financial Statements and Schedule ​ ​ Page Report of Independent Registered Public Accounting Firm ( Deloitte & Touche LLP ; New York, New York ; PCAOB ID# 34 ) F-2 ​ ​ Report of Independent Registered Public Accounting Firm (BDO USA, P.C.; Woodbridge, New Jersey; PCAOB ID#243) F-4 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-5 ​ ​ Consolidated Statements of Earnings for the years ended December 31, 2024 and 2023 F-6 ​ ​ Consolidated Statements of Comprehensive Income for the years ended December 31, 2024 and 2023 F-7 ​ ​ Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024 and 2023 F-8 ​ ​ Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 F-9 ​ ​ Notes to Consolidated Financial Statements F-10 ​ ​ Schedule II — Valuation and Qualifying Accounts F-32 ​ F-1 Table of Contents R eport of Independent Registered Public Accounting Firm To the stockholders and the Board of Directors of Climb Global Solutions, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Climb Global Solutions, Inc. and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated March 11, 2025, expressed an unqualified opinion on those financial statements. As described in Management Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Douglas Stewart Software & Services, Inc., which was acquired on July 31, 2024, and whose financial statements constitute 1 % and 3% of net and total assets, respectively, 3% of net sales, and 4% of net income of the consolidated financial statement amounts as of and for the year ended December 31, 2024. Accordingly, our audit did not include the internal control over financial reporting at Douglas Stewart Software & Services, Inc. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP New York, New York March 11, 2025 F-2 Table of Contents R eport of Independent Registered Public Accounting Firm To the stockholders and the Board of Directors of Climb Global Solutions, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Climb Global Solutions, Inc. and subsidiaries (the "Company") as of December 31, 2024, the related consolidated statements of earnings, comprehensive income, stockholders' equity, and cash flows, for the year ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 11, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Acquisition — Douglas Stewart — Selection of Discount Rates and EBITDA Projections in relation to the Fair Value Valuation of Acquired Vendor Relationships Intangible Assets — Refer to Note 3 to the financial statements Critical Audit Matter Description The Company completed the acquisition of Douglas Stewart Software & Services, LLC (“DSS”) on July 31, 2024. The Company accounted for the DSS acquisition as a business combination and, accordingly, allocated the purchase price to the assets acquired and liabilities assumed based on their respective fair values as of the date of acquisition. The excess of the purchase consideration over the fair value of identifiable assets acquired and liabilities assumed was recorded as goodwill. Identifiable intangible assets acquired included vendor relationship intangible assets. The method for determining relative fair value the vendor relationship assets requires management to make assumptions and estimates related to the selection of the discount rates and EBITDA margins. Given the fair value determination of certain vendor-related intangible assets for the DSS business combination requires management to make significant assumptions and estimates related to the selection of the discount rates and EBITDA margins, performing audit procedures to evaluate the reasonableness of these assumptions and estimates required a high degree of auditor judgment and an increased extent of effort, including involvement of our fair value specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the fair value of the acquired vendor relationship intangible assets, specifically as they relate to the discount rates and EBITDA margins included the following, among others: ● We tested the operating effectiveness of controls over the valuation of vendor relationship intangible assets, including management’s controls over discount rates and EBITDA margins. ● We evaluated the reasonableness of the EBITDA margins: o We compared projections to historical results, actual results through year-end, relevant peer companies, and industry data. o We evaluated whether the projected EBITDA margins was consistent with evidence obtained during the audit. ● With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rates by: o Testing the source information underlying the determination of the discount rates and testing the mathematical accuracy of the calculation. o Developing a range of independent estimates and comparing those to the discount rates selected by management. /s/ Deloitte & Touche LLP New York, New York March 11, 2025 We have served as the Company's auditor since 2024. F-3 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders Climb Global Solutions, Inc. Eatontown, New Jersey Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Climb Global Solutions, Inc. (the “Company”) as of December 31, 2023, the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for the year then ended, and the related notes and schedule (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023, and the results of its operations and its cash flows for the year then ended , in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ BDO USA, P.C. We served as the Company's auditor from 2018 through 2024. Woodbridge, New Jersey March 5, 2024 F-4 Table of Contents Climb Global Solutions, Inc. and Subsidiaries Consolidated Balance Sheets (Amounts in thousands, except share and per share amounts) ​ December 31, December 31, ​ 2024 2023 ​ ​ ​ ASSETS ​ ​ Current assets: ​ ​ Cash and cash equivalents $ 29,778 $ 36,295 Accounts receivable, net of allowance for doubtful accounts of $ 588 and $ 709 , respectively 341,597 222,269 Inventory, net 2,447 3,741 Prepaid expenses and other current assets 6,874 6,755 Total current assets 380,696 269,060 ​ ​ ​ Equipment and leasehold improvements, net 12,853 8,850 Goodwill 34,924 27,182 Other intangibles, net 36,550 26,930 Right-of-use assets, net 1,965 878 Accounts receivable, net of current portion 1,174 797 Other assets 824 1,077 Deferred income tax assets 193 324 Total assets $ 469,179 $ 335,098 LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ Current liabilities: ​ ​ Accounts payable and accrued expenses $ 370,397 $ 249,648 Lease liability, current portion 654 450 Term loan, current portion 560 540 Total current liabilities 371,611 250,638 ​ ​ ​ Lease liability, net of current portion 1,685 879 Deferred income tax liabilities 4,723 5,554 Term loan, net of current portion 191 752 Non-current liabilities 381 2,505 Total liabilities 378,591 260,328 ​ ​ ​ Commitments and contingencies ​ ​ ​ ​ ​ Stockholders’ equity: ​ ​ Common stock, $ .01 par value; 10,000,000 shares authorized; 5,284,500 shares issued: 4,601,302 and 4,573,448 shares outstanding, respectively 53 53 Additional paid-in capital 37,977 34,647 Treasury stock, at cost, 683,198 and 711,052 shares, respectively ( 13,337 ) ( 12,623 ) Retained earnings 68,787 53,215 Accumulated other comprehensive loss ( 2,892 ) ( 522 ) Total stockholders’ equity 90,588 74,770 Total liabilities and stockholders' equity $ 469,179 $ 335,098 The accompanying notes are an integral part of the consolidated financial statements. F-5 Table of Contents Climb Global Solutions, Inc. and Subsidiaries Consolidated Statements of Earnings (Amounts in thousands, except per share amounts) ​ Year ended December 31, ​ 2024 2023 ​ ​ ​ Net sales $ 465,607 $ 352,013 ​ ​ ​ Cost of sales 374,527 287,766 ​ ​ ​ Gross profit 91,080 64,247 ​ ​ ​ Selling, general, and administrative expenses 56,508 44,330 ​ ​ Acquisition related costs 2,311 629 ​ ​ ​ Depreciation and amortization expense 4,269 2,798 ​ ​ ​ Income from operations 27,992 16,490 ​ ​ ​ Other income: ​ ​ ​ ​ ​ Interest, net 917 927 ​ ​ ​ Foreign currency transaction loss ( 273 ) ( 636 ) Change in fair value of acquisition contingent consideration ( 3,618 ) — ​ ​ ​ Income before provision for income taxes 25,018 16,781 ​ ​ ​ Provision for income taxes 6,408 4,458 ​ ​ ​ Net income $ 18,610 $ 12,323 ​ ​ ​ Income per common share-Basic $ 4.06 $ 2.72 ​ ​ ​ Income per common share-Diluted $ 4.06 $ 2.72 ​ ​ ​ Weighted average common shares outstanding — Basic 4,465 4,401 ​ ​ ​ Weighted average common shares outstanding — Diluted 4,465 4,401 The accompanying notes are an integral part of the consolidated financial statements. ​ F-6 Table of Contents Climb Global Solutions, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (Amounts in thousands) ​ Year ended ​ December 31, ​ 2024 2023 ​ ​ ​ Net income $ 18,610 $ 12,323 ​ ​ ​ Other comprehensive (loss) income: ​ ​ Foreign currency translation adjustments ( 2,370 ) 2,346 Other comprehensive (loss) income ( 2,370 ) 2,346 ​ ​ ​ Comprehensive income $ 16,240 $ 14,669 The accompanying notes are an integral part of the consolidated financial statements. F-7 Table of Contents Climb Global Solutions, Inc. and Subsidiaries Consolidated Statements of Stockholders’ Equity (Amounts in thousands, except share amounts) ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ Additional ​ ​ ​ Other ​ ​ Common Stock Paid-In Treasury Retained Comprehensive ​ ​ Shares Amount Capital Shares Amount Earnings (Loss) Income Total Balance at January 1, 2023 5,284,500 53 32,715 806,068 ( 13,230 ) 43,904 ( 2,868 ) 60,574 Net income — — — — — 12,323 — 12,323 Translation adjustment — — — — — — 2,346 2,346 Dividends paid (per common share $ 0.68 ) — — — — — ( 3,012 ) — ( 3,012 ) Share-based compensation expense — — 4,246 — — — — 4,246 Restricted stock grants (net of forfeitures) — — ( 2,314 ) ( 132,526 ) 2,314 — — — Treasury shares repurchased — — — 37,510 ( 1,707 ) — — ( 1,707 ) Balance at December 31, 2023 5,284,500 53 34,647 711,052 ( 12,623 ) 53,215 ( 522 ) 74,770 Net income — — — — — 18,610 — 18,610 Translation adjustment — — — — — — ( 2,370 ) ( 2,370 ) Dividends paid (per common share $ 0.68 ) — — — — — ( 3,038 ) — ( 3,038 ) Share-based compensation expense — — 4,201 — — — — 4,201 Restricted stock grants (net of forfeitures) — — ( 871 ) ( 49,813 ) 871 — — — Treasury shares repurchased — — — 21,959 ( 1,585 ) — — ( 1,585 ) Balance at December 31, 2024 5,284,500 $ 53 $ 37,977 683,198 $ ( 13,337 ) $ 68,787 $ ( 2,892 ) $ 90,588 The accompanying notes are an integral part of the consolidated financial statements ​ F-8 Table of Contents Climb Global Solutions, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Amounts in thousands) ​ Year ended ​ December 31, ​ 2024 2023 Cash flows from operating activities ​ ​ Net income $ 18,610 $ 12,323 Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: ​ ​ Depreciation and amortization expense 4,269 2,798 Provision for doubtful accounts 126 54 Deferred income tax benefit ( 500 ) ( 383 ) Share-based compensation expense 4,070 4,148 Amortization of discount on accounts receivable ( 34 ) ( 50 ) Amortization of right-of-use assets 439 366 Change in fair value of contingent earn-out consideration 3,618 — Changes in operating assets and liabilities: ​ ​ Accounts receivable ( 123,965 ) ( 29,621 ) Inventory 1,200 3,601 Prepaid expenses and other current assets ( 428 ) ( 2,446 ) Vendor prepayments — 890 Accounts payable and accrued expenses 126,855 49,674 Lease liability, net ( 415 ) ( 495 ) Other assets and liabilities ( 102 ) 1,264 Net cash and cash equivalents provided by operating activities 33,743 42,123 ​ ​ ​ Cash flows from investing activities ​ ​ Purchase of equipment and leasehold improvements ( 5,470 ) ( 4,989 ) Payment for acquisitions, net of cash acquired ( 20,958 ) ( 12,678 ) Net cash and cash equivalents used in investing activities ( 26,428 ) ( 17,667 ) ​ ​ ​ Cash flows from financing activities ​ ​ Purchase of treasury stock ( 1,585 ) ( 1,707 ) Borrowings under credit facilities — 10,000 Repayments of borrowings under credit facilities ( 4,243 ) ( 13,074 ) Repayments of borrowings under term loan ( 540 ) ( 520 ) Dividends paid ( 3,038 ) ( 3,012 ) Contingent consideration ( 3,555 ) — Payments of deferred financing costs — ( 637 ) Net cash and cash equivalents used in financing activities ( 12,961 ) ( 8,950 ) ​ ​ ​ Effect of foreign exchange rate on cash and cash equivalents ( 871 ) 544 ​ ​ ​ Net (decrease) increase in cash and cash equivalents ( 6,517 ) 16,050 Cash and cash equivalents at beginning of period 36,295 20,245 Cash and cash equivalents at end of period $ 29,778 $ 36,295 ​ ​ ​ Supplementary disclosure of cash flow information: ​ ​ Income taxes paid $ 4,070 $ 5,434 Interest paid $ 212 $ 180 ​ ​ ​ Supplementary disclosure of non-cash investing and financing activities: ​ ​ Contingent earn-out $ 1,725 $ 2,227 The accompanying notes are an integral part of the consolidated financial statements. F-9 Table of Contents Climb Global Solutions, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Amounts in tables in thousands, except share and per share amounts) ​ Note 1. Description of Business ​ Climb Global Solutions, Inc. and Subsidiaries (the “Company”), was incorporated in Delaware in 1982. The Company distributes technology products developed by others to resellers who in turn sell to end customers worldwide. The Company also is a cloud solutions provider and value-added reseller of software, hardware and services to customers worldwide. The Company also operates in Canada, the United Kingdom and Europe. The Company offers 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. ​ The Company is organized into two reportable operating segments. The “Distribution” segment distributes technical software to corporate resellers, value added resellers ("VARs"), consultants and systems integrators worldwide under the name “Climb Channel Solutions”. The “Solutions” segment is a cloud solutions provider and value-added reseller of software, hardware and services to customers worldwide under the name “Grey Matter”. ​ Note 2. Summary of Significant Accounting Policies ​ Principles of Consolidation and Operations ​ 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. ​ Business Combinations ​ We apply the provisions of ASC 805, Business Combinations (“ASC 805” ), in accounting for our acquisitions. ASC 805 requires that we evaluate whether a transaction pertains to an acquisition of assets, or to an acquisition of a business. A business is defined as an integrated set of assets and activities that is capable of being conducted and managed for the purpose of providing a return to investors. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets and liabilities assumed on a relative fair value basis; whereas the acquisition of a business requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. ​ Our valuation of acquired assets and assumed liabilities requires estimates, especially with respect to intangible assets that was derived using valuation techniques and models such as the income approach. Such models require use of estimates including discount rates, and future expected revenue and earnings before interest, tax, depreciation and amortization. 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. ​ We have used third -party qualified specialists to assist management in determining the fair value of assets acquired and liabilities assumed. This includes assistance with the determination of economic useful lives and valuation of identifiable intangibles. ​ We estimate the fair value based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from our estimates. Estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed. As a result, during the measurement period, which may be up to one year from the business acquisition date, we record certain adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. ​ F- 10 Table of Contents All acquisition-related costs are accounted for as expenses in the period in which they are incurred. Contingent consideration is remeasured each reporting period using Level 3 inputs, and the change in fair value, including accretion for the passage of time, is recognized in acquisition related costs in the consolidated statement of earnings. ​ Use of Estimates ​ The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make extensive use of certain estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The significant areas of estimation include but are not limited to accounting for allowance for expected credit losses, sales returns, allocation of revenue in multiple deliverable arrangements, principal vs. agent considerations, income taxes, depreciation, amortization of intangible assets, contingencies and stock-based compensation. Actual results could differ from those estimates. ​ Net Income Per Common Share ​ Our basic and diluted earnings per share are computed using the two -class method. The two -class method is an earnings allocation method 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 follows: ​ Year ended ​ December 31, ​ 2024 2023 Numerator: ​ ​ Net income $ 18,610 $ 12,323 ​ ​ ​ Less distributed and undistributed income allocated to participating securities 462 323 ​ ​ ​ Net income attributable to common shareholders 18,148 12,000 ​ ​ ​ Denominator: ​ ​ Weighted average common shares (Basic) 4,465 4,401 ​ ​ ​ Weighted average common shares including assumed conversions (Diluted) 4,465 4,401 ​ ​ ​ Basic net income per share $ 4.06 $ 2.72 Diluted net income per share $ 4.06 $ 2.72 Cash Equivalents ​ The Company considers all liquid short-term investments with maturities of 90 days or less when purchased to be cash equivalents. ​ F- 11 Table of Contents Accounts Receivable ​ Accounts receivable principally represents amounts collectible from our customers. The Company performs ongoing credit evaluations of its customers but generally does not require collateral to support any outstanding obligation. From time to time, we sell accounts receivable to a financial institution on a non-recourse basis for cash, less a discount. The Company has no significant retained interests or servicing liabilities related to the accounts receivable sold. Proceeds from the sale of receivables approximated their discounted book value and were included in operating cash flows on the Consolidated Statements of Cash Flows. ​ Allowances for Expected Credit Losses ​ The Company maintains allowances for expected credit losses for estimated losses resulting from the inability of its customers to make required payments. Management determines the estimate of the allowance for expected credit losses by considering a number of factors, including historical experience, aging of the accounts receivable, as well as current market conditions and future forecasts of our customers’ ability to make payments for goods and services. ​ Deferred Financing Costs ​ Deferred financing costs, such as financial advisory and other professional fees are capitalized and recognized in interest, net over the life of the related debt instrument using the straight-line method. Deferred financing costs associated with the Company’s revolving credit facility are presented as an asset, within other assets on the Consolidated Balance Sheets. ​ Foreign Currency Translation ​ 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. Cumulative translation adjustments have been classified within accumulated other comprehensive loss, which is a separate component of stockholders’ equity in accordance FASB ASC Topic No. 220, “Comprehensive Income”. Foreign currency transaction gains and losses are recorded as income or expenses as amounts are settled. ​ For foreign currency remeasurement from each local currency into the appropriate functional currency, monetary assets and liabilities are remeasured to functional currencies using current exchange rates in effect at the balance sheet date. Gains or losses from these remeasurements have been included in the Company's Consolidated Statements of Earnings. Non-monetary assets and liabilities are recorded at historical exchange rates. ​ Concentration of Credit Risk ​ Financial instruments that potentially subject the Company to concentrations in credit risk consist of cash and cash equivalents. ​ The Company’s cash and cash equivalents, at times, may exceed federally insured limits. The Company’s cash and cash equivalents are deposited primarily in banking institutions with global operations. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. ​ Financial Instruments ​ The carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximated fair value as of December 31, 2024 and 2023 , because of the relative short maturity of these instruments. The Company’s accounts receivable-long-term is discounted to its present value at prevailing market rates at the time of sale which, approximates fair value as of December 31, 2024 and 2023 . ​ F- 12 Table of Contents Inventory ​ Inventory, consisting primarily of finished products held for resale, is valued based on the first -in- first -out method of accounting and is stated at the lower of cost or net realizable value. ​ Equipment and Leasehold Improvements ​ Equipment and leasehold improvements are stated at cost or fair value, if purchased as part of a business combination. Equipment depreciation is calculated using the straight-line method over three to five years. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the assets or the related lease terms, whichever is shorter. ​ Software Development Costs ​ The Company capitalizes certain internal and external costs incurred to acquire or create internal-use software. Capitalized software costs are amortized on a straight-line basis over the estimated useful life of the software. At December 31, 2024 and 2023 , the Company had unamortized software development costs of $ 11.8 m illion an d $ 6.9 mi llion, respectively, which are included in “Equipment and leasehold improvements” in the Company's Consolidated Balance Sheets. As of December 31, 2024 and 2023 , this includes $ 11.8 million an d $ 6.9 m illion of capitalized costs for an internal-use software project. ​ Goodwill ​ We test goodwill for impairment on an annual basis and between annual tests if an event occurs, or circumstances change, that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company performs an evaluation of goodwill, utilizing either a qualitative or quantitative impairment test. The annual test for impairment is conducted as of October 1. The Company’s reporting units included in the assessment of potential goodwill impairment are the same as its operating segments. Goodwill is not amortized but is subject to periodic testing for impairment at the reporting unit level. ​ In a qualitative assessment, we assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. If, after assessing the totality of events or circumstances, we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary. ​ If, after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we perform the quantitative goodwill impairment test. We may also elect the unconditional option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test. ​ In the quantitative impairment test, we compare the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. Conversely, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. ​ Determining the fair value of a reporting unit is judgmental in nature and requires the use of estimates and assumptions, including net sales growth rates, gross profit margins, operating margins, discount rates and future market conditions, among others. Any changes in the judgments, estimates or assumptions used could produce different results. ​ F- 13 Table of Contents Intangible Assets ​ Intangible assets with determinable lives are amortized on a straight-line basis over their respective estimated useful lives, which is determined based on their expected period 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. ​ Comprehensive Income ​ Comprehensive income consists of net income for the year and the impact of unrealized foreign currency translation adjustments. The foreign currency translation adjustments are not currently adjusted for income taxes as they relate to permanent investments in international subsidiaries. ​ Revenue Recognition 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 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. 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 to third party maintenance, cloud services and certain security software whose intended functionality is dependent on third 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 Note 13 (Industry, Segment and Geographic 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 does not 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. ​ F- 14 Table of Contents 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. Generally, software products are sold with accompanying third -party delivered software assurance, which is a product that allows customers to upgrade, at no 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 the third -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 to not delay or always install upgrades. If the Company determines that the accompanying third -party delivered software assurance is critical or essential to the core functionality of the software license, the software license and the accompanying third -party delivered software assurance are recognized as a single performance obligation. The value of the product is primarily the accompanying support delivered by a third 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 utilize third -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 with one -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 accompanying third -party delivered software assurance is not critical or essential to the core functionality, the software assurance is recognized as a separate performance obligation, with the associated revenue recognized on a net 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 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 and estimate the standalone selling price considering available information such as market pricing and pricing related to similar products. ​ Freight The Company records freight billed to its customers as net sales and the related freight costs as cost of sales when the underlying product revenue is recognized. For freight not billed to its customers, the Company records the freight costs as cost of sales. The Company’s typical shipping terms result in shipping being performed before the customer obtains control of the product. The Company considers shipping to be a fulfillment activity and not a separate performance obligation. ​ F- 15 Table of Contents Commissions ​ 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. ​ Stock-Based Compensation ​ The Company has stockholder-approved stock incentive plans for employees and directors. Stock-based compensation is recognized based on the grant date fair value and is recognized as expense on a straight-line basis over the requisite service period. ​ Operating Segments ​ Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company's operations are classified into two reportable business segments: Distribution and Solutions. For additional information, see Note 13 (Industry, Segment and Geographic Information). ​ Treasury Stock ​ Treasury stock is accounted for at cost. Shares repurchased by the Company are held in treasury for general corporate purposes, including issuances under equity incentive plans. The reissuance of shares from treasury stock is based on the weighted average purchase price of the shares. ​ Interest, net ​ Interest, net consists primarily of interest income earned on our cash and cash equivalents and income from the amortization of the discount on accounts receivable long term, net of interest expense on the Company’s credit facility. ​ Income Taxes ​ The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. This method also requires a valuation allowance against the net deferred tax asset if, based on the weighted available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense when assessed. The Company accounts for uncertainties in accordance with FASB ASC 740 “Income Taxes”. This standard clarified the accounting for uncertainties in income taxes. The standard prescribes criteria for recognition and measurement of tax positions. It also provides guidance on derecognition, classification, interest and penalties, and disclosures related to income taxes associated with uncertain tax positions. The Company classifies all deferred tax asset or liabilities as non-current on the balance sheet. ​ F- 16 Table of Contents Foreign Exchange ​ 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 as of December 31, 2024 ​ Recently Issued Accounting Pronouncements In November 2024, the FASB issued ASU No. 2024 - 03, “ Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220 - 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 ASU No. 2025 - 01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220 - 40 ): Clarifying the Effective Date. This ASU amends the effective date of ASU No. 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 ASU No. 2024 - 03 is permitted. In December 2023, the FASB issued ASU No. 2023 - 09, “ Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures ” . Upon adoption of this ASU, the company will disclose specific new categories in its income tax rate reconciliation and provide additional information for reconciling items above a quantitative threshold. The Company will also disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions in which income taxes paid were above a threshold. The Company expects these amendments will first be applied in the company’s annual report on Form 10 -K for the fiscal year ending December 31, 2025, on a prospective basis. In November 2023, the FASB issued Accounting Standards Update 2023 - 07 “ Segment Reporting (Topic 280 ): Improvements to Reportable Segment Disclosures ” . The amendments in this ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The Company adopted this ASU in the first quarter of 2024 and upon adoption , the Company has disclosed significant segment expenses, the title and position of the CODM, and an explanation of how the reported measure of segment profit or loss is used by the CODM to assess segment performance and make resource allocation decisions. 3. Acquisition ​ Acquisition of Douglas Stewart Software & Services, LLC ​ On July 31, 2024, Climb Global Solutions DSS, LLC, a wholly-owned subsidiary of the Company, entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) and purchased the entire share capital of Douglas Stewart Software & Services, LLC (“DSS”), a Florida limited liability company, for an aggregate purchase price of approximately $ 20.3 million (subject to certain adjustments) plus a potential post-closing earnout payment. DSS distributes software to VARs and campus stores across North America in both the K- 12 and higher education markets, furthering the Company's reach into these markets. 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 DSS is included in the Company’s consolidated financial statements from the date of the acquisition. The Company recorded net revenue for DSS of approximately $ 11.8 million and net income of approximate ly $ 0.8 mill ion during the year ended December 31, 2024 . ​ F- 17 Table of Contents 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 the third quarter of 2024, the Company has not 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 to one year from the acquisition date, may vary from the Company’s preliminary estimates. (in thousands) ​ Prepaid expenses and other current assets $ 773 Inventory 18 Right-of-use asset 291 Other assets 8 Accounts payable and accrued expenses ( 636 ) Lease liability, current portion ( 88 ) Lease liability, non-current portion ( 249 ) Intangibles - Vendor Relationships 13,627 Goodwill 8,401 Net assets $ 22,145 (in thousands) ​ Supplementary information: ​ Cash paid to sellers $ 20,420 Contingent earn-out 1,725 Total purchase consideration $ 22,145 ​ ​ Intangible assets are comprised of approximately $ 13.6 m illion 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. The DSS transaction was structured as an asset acquisition and as such the goodwill resulting from the transaction will be deductible for income tax purposes. ​ F- 18 Table of Contents The Company used the income approach to value the intangible assets, representing acquired vendor relationships. The fair value measurements were primarily based on significant inputs that are not observable, which are categorized as a Level 3 measurement in the fair value hierarchy (See Note 14 – Fair Value Measurements). Inputs used to value these intangible assets include the discount rate, projection of all future cash flows, long-term growth rates in revenue and earnings before interest, tax, depreciation and amortization, vendor attrition rates and applicable income tax rates. The excess purchase price recorded to goodwill primarily represents the future economic benefits the Company expects to achieve as a result of combining operations and expanding vendor relationships. ​ The purchase consideration includes approxim ately $ 1.7 mi llion fair value for potential earn-out consideration if certain targets are achieved by September 30, 2025, payable in cash. As of December 31, 2024 , the Company reassessed the earn-out liability and increased the fair value of the earn out liability to approximate ly $ 1.9 m illion, with $ 0.1 m illion adjustment recognized within change in fair value of acquisition contingent consideration during the year ended December 31, 2024 . The fair value earn-out measurement was primarily based on inputs th at are not observable, which are categorized as a Level 3 measurement in the fair value hierarchy (See Note 14 – Fair Value Measurements), reflecting its assessment of the assumptions market participants would use to value these liabilities. The undiscounted payment of the earn-out can range from zero up to approximately $ 4.2 million and achievement is based on the post-acquisition results of DSS. Acquisition of Data Solutions Holdings Limited ​ On October 6, 2023, the Company entered into a Share Purchase Agreement and purchased the entire share capital of Data Solutions Holdings Limited (“Data Solutions”) for an aggregate purchase price of approximately €15.0 million (equivalent to $ 15.9 million USD), subject to certain working capital and other adjustments, paid at closing plus a potential post-closing earn-out. The allocation of the purchase price was based on the estimated fair value of Data Solutions’ net tangible and identifiable intangible assets as of the date of the acquisition. The transaction was accounted for under the purchase method of accounting. The purchase consideration included approximately $ 2.2 million fair value for potential earn-out consideration if certain targets are achieved, payable in cash. During the year December 31, 2024 , the Company reassessed the earn-out liability and increased the fair value of the earn out liability to approximate ly $ 3.4 m illion, with $ 1.2 m illion adjustment recognized within change in fair value of acquisition contingent consideration during the year ended December 31, 2024 . The earn-out was paid in cash during the year ended December 31, 2024 and no liability remains as of December 31, 2024 . The earn-out liability was included in current liabilities as of December 31, 2023. The Company also paid approximately $ 0.5 million for amounts that had been held back at the closing date of the transaction, which were included in payments for acquisitions, net of cash acquired within the cash flow statement for the year ended December 31, 2024 . In connection with the acquisition of Data Solutions on October 6, 2023, the Company acquired an invoice discounting facility (“IDF”) that was with recourse to the Company (See Note 11 – Credit Facilities). The balance outstanding under the IDF at December 31, 2024 was zero , as the Company terminated the IDF during the period, compared to $ 4.3 million at December 31, 2023, which is included in accounts payable and accrued expenses on the Consolidated Balance Sheets. During the years ended December 31, 2024 and 2023 , the Company recognized acquisition related costs o f $ 2.3 mil lion and $ 0.6 million, respectively. These acquisition related costs are reflected in the accompanying consolidated statements of earnings. The costs incurred during the year ended December 31, 2024 related to our continued acquisition initiatives including the aforementioned DSS acquisition, while the costs incurred during the prior period ended December 31, 2023 related to the Data Solutions acquisition. Pro Forma Results (unaudited) The following unaudited pro forma financial information summarizes the results of operations for the years ended December 31, 2024 and 2023 as if the acquisition of DSS and Data Solutions has been completed as of the beginning of the years ended December 31, 2024 and 2023 , respectively. The pro forma results are based upon certain assumptions and estimates, and they give effect to actual operating results prior to the acquisitions 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 had taken place on the basis assumed above, nor are they indicative of the results of future combined periods. Year ended December 31, 2024 2023 Net sales $ 480,420 $ 392,184 Net income $ 20,735 $ 17,195 ​ F- 19 Table of Contents 4. Goodwill and Other Intangible Assets Goodwill represents the premium paid over the fair value of the net tangible and intangible assets that are individually identified and separately recognized in business combinations. The following table summarizes the changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2024 and 2023 . ​ Distribution Solutions Consolidated Balance January 1, 2023 $ 10,682 $ 8,281 $ 18,963 Goodwill acquired 7,143 — 7,143 Translation adjustments 833 243 1,076 Balance December 31, 2023 $ 18,658 $ 8,524 $ 27,182 Goodwill acquired 8,401 — 8,401 Translation adjustments ( 529 ) ( 130 ) ( 659 ) Balance December 31, 2024 $ 26,530 $ 8,394 $ 34,924 Information related to the Company’s other intangibles, net is as follows: ​ As of December 31, 2024 ​ Gross Accumulated Net Carrying Amount Amortization Carrying Amount Customer and vendor relationships $ 43,805 $ 7,603 $ 36,202 Trade name 481 133 348 Total $ 44,286 $ 7,736 $ 36,550 ​ As of December 31, 2023 ​ Gross Accumulated Net Carrying Amount Amortization Carrying Amount Customer and vendor relationships $ 30,968 $ 4,424 $ 26,544 Trade name 489 103 386 Total $ 31,457 $ 4,527 $ 26,930 Customer relationships are amortized over thirteen years. Vendor relationships are amortized between eight and fifteen years. Trade name is amortized over fifteen years. The Company recognized total amortization expense for other intangibles, net of $3 .4 million and $ 2.2 million during the years ended December 31, 2024 and 2023 , respectively. Estimated future amortization expense of the Company’s other intangibles, net as of December 31, 2024 is as follows: 2025 $ 3,979 2026 $ 3,979 2027 $ 3,979 2028 $ 3,979 2029 $ 3,979 Thereafter 16,655 Total $ 36,550 F- 20 Table of Contents 5. Right-of-use Asset and Lease Liability ​ The Company has entered into operating leases for office and warehouse facilities, which have terms at lease commencement that range from 1 years to 11 years. The Company determines if an arrangement is a lease at inception. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets and lease expense for these leases is recognized on a straight-line basis over the lease term. ​ Right-of-use 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 right-of-use 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 do not 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. ​ Information related to the Company’s right-of-use assets and related lease liabilities were as follows: ​ ​ Year ended ​ December 31, ​ 2024 2023 Cash paid for operating lease liabilities $ 725 $ 627 Right-of-use assets obtained in exchange for new operating lease obligations $ 1,549 $ — Weighted-average remaining lease term (years) 3.5 3.2 Weighted-average discount rate 5.5 % 3.6 % Maturities of lease liabilities as of December 31, 2024 were as follows: 2025 $ 809 2026 976 2027 526 2028 317 2029 275 ​ 2,903 Less: imputed interest ( 564 ) Total lease liabilities $ 2,339 ​ ​ Lease liabilities, current portion 654 Lease liabilities, net of current portion 1,685 Total lease liabilities $ 2,339 F- 21 Table of Contents 6. Balance Sheet Detail ​ Equipment and leasehold improvements, net consist of the following: ​ December 31, December 31, ​ 2024 2023 Equipment $ 2,951 $ 3,195 Capitalized software 11,821 6,890 Buildings 668 709 Leasehold improvements 2,426 2,385 ​ 17,866 13,179 Less accumulated depreciation and amortization ( 5,013 ) ( 4,329 ) ​ $ 12,853 $ 8,850 Depreciation expense relating to equipment, leasehold improvements and buildings, net was $ 0.9 m illion and $ 0.6 million during the years ended December 31, 2024 and 2023 , respectively. ​ Accounts receivable – long term, net consist of the following: ​ December 31, December 31, ​ 2024 2023 Total amount due from customer $ 2,459 $ 1,637 Less: unamortized discount ( 102 ) ( 12 ) Less: current portion included in accounts receivable ( 1,183 ) ( 828 ) ​ $ 1,174 $ 797 Accounts payable and accrued expenses consist of the following: ​ December 31, December 31, ​ 2024 2023 Trade accounts payable $ 331,654 $ 218,717 Accrued expenses 17,179 22,903 Other accounts payable and accrued expenses 21,564 8,028 ​ $ 370,397 $ 249,648 Accumulated other comprehensive loss consists of the following: ​ December 31, December 31, ​ 2024 2023 Foreign currency translation adjustments $ ( 2,370 ) $ 2,346 ​ $ ( 2,370 ) $ 2,346 F- 22 Table of Contents 7. Income Taxes ​ Deferred tax attributes resulting from differences between the tax basis of assets and liabilities and the reported amounts in the Consolidated Balance Sheets are as follows: ​ December 31, December 31, ​ 2024 2023 Deferred tax assets: ​ ​ Accruals and reserves $ 1,563 $ 574 Deferred rent credit 92 115 Depreciation and amortization 635 55 Total deferred tax assets 2,290 744 Deferred tax liabilities: ​ ​ Accruals and reserves ( 965 ) — Depreciation and amortization ( 5,855 ) ( 5,974 ) Total deferred tax liabilities ( 6,820 ) ( 5,974 ) Net deferred tax liabilities $ ( 4,530 ) $ ( 5,230 ) The provision for income taxes is as follows: ​ Year ended December 31, ​ 2024 2023 Current: ​ ​ Federal $ 4,610 $ 2,793 State 839 676 Foreign 1,471 1,372 ​ 6,920 4,841 Deferred: ​ ​ Federal 28 32 State 112 10 Foreign ( 652 ) ( 425 ) ​ ( 512 ) ( 383 ) ​ $ 6,408 $ 4,458 Effective Tax Rate 25.6 % 26.6 % The reasons for the difference between total tax expense and the amount computed by applying the U.S. statutory federal income tax rate to income before income taxes are as follows: ​ Year ended December 31, ​ 2024 2023 Statutory rate applied to pretax income $ 5,254 $ 3,524 Other permanent items 384 569 State income taxes, net of federal income tax benefit 752 542 Acquisition related costs 760 132 Other items 56 — Dividends ( 1 ) ( 3 ) GILTI, net of foreign tax credits ( 41 ) ( 11 ) Foreign income taxes (under) U.S. statutory rate ( 200 ) ( 46 ) Stock compensation ( 556 ) ( 249 ) Income tax expense $ 6,408 $ 4,458 F- 23 Table of Contents The Company has analyzed filing positions in all the federal, state and foreign jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company has identified its federal consolidated tax return, its state tax returns, its Canadian tax return and its tax return in the United Kingdom as major tax jurisdictions. As of December 31, 2024 , the Company’s 2021 through 2023 Federal tax returns remain open for examination. The Company’s various states and Canadian tax returns are open for examination for the years 2020 through 2023. The Company’s tax return in the United Kingdom is open for examination for the years 2022 and 2023. 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 experience and interpretations of tax law applied to the facts of each matter. For financial reporting purposes, income before income taxes includes the following components: ​ Year ended December 31, ​ 2024 2023 United States $ 20,961 $ 11,990 Foreign 4,057 4,791 ​ $ 25,018 $ 16,781 The Company has approximately $ 10.2 millio n of undistributed earnings in Canada a nd $ 4.9 m illion of undistributed earnings in the United Kingdom a nd $ 0.6 m illion of undistributed earnings in Ireland, which it continues to reinvest indefinitely, and therefore no withholding taxes related to its repatriation has been recorded. ​ There was no activity related to the Company’s unrecognized tax benefits during the year ended December 31, 2024 and December 31, 2023 . ​ During the years ended December 31, 2024 and 2023 , the Company incurred interest and penalties of zero, respectively, related to these uncertain tax benefits. ​ 8. Credit Facilities ​ 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. There were no amounts outstanding under the Credit Agreement as of December 31, 2024 and 2023 , respectively. ​ 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 %. ​ 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, or undergo certain fundamental changes. Additionally, under certain circumstances, the Company is required to maintain a minimum fixed charge coverage ratio. ​ F- 24 Table of Contents In connection with entering into the Credit Agreement, the Company voluntarily terminated its existing revolving credit agreement, dated November 15, 2017 with Citibank N.A. (“Previous Credit Facility”). ​ On April 8, 2022, the Company entered into a $ 2.1 million term loan (the “Term Loan”) with First American Commercial Bancorp, Inc. pursuant to a Master Loan and Security Agreement. The proceeds from the Term Loan will be used to fund certain capital expenditures. The borrowing under the Term Loan bears interest at a rate of 3.73 % per annum and is being repaid over forty-eight monthly installments of principal and interest through April 2026. ​ As of December 31, 2024 and 2023 , the Company had $ 0.8 million and $ 1.3 million outstanding under the Term Loan, respectively. ​ As of December 31, 2024 , future principal payments under the Term Loan are as follows: 2025 560 2026 191 Total $ 751 In connection with the acquisition of Data Solutions (See Note 3 – Acquisition), the Company acquired an IDF that was with recourse to the Company. Data Solutions had previously entered into the IDF with AIB Commercial Finance Limited (“AIB”) pursuant to a Debt Purchase Agreement. The Company subsequently terminated the IDF during the year ended December 31, 2024. The proceeds from the IDF were used for working capital needs of Data Solutions. Borrowings under the IDF were based on accounts receivable up to 80 % of the outstanding accounts receivable balance. The discount rate under the IDF was equal to 2.5 % above AIB’s applicable lending rates that vary based on the currency of the accounts receivable. The outstanding balance under the IDF at December 31, 2024 was zero, as the Company terminated the IDF during the period, compared to $ 4.3 million at December 31, 2023, which is included in accounts payable and accrued expenses on the Consolidated Balance Sheets. ​​ 9. Stockholders ’ Equity and Stock-Based Compensation ​ The 2021 Omnibus Incentive Plan (the “2021 Plan”) authorizes the grant of Stock Options, Stock Units, Stock Appreciation Rights, Restricted Stock, Deferred Stock, Stock Bonuses and other equity-based awards. The 2021 Plan was approved by the Company’s stockholders at the 2021 Annual Meeting in June 2021. The total number of shares of the Company’s common stock, par value $ 0.01 per share (“Common Stock”) initially available for award under the 2021 Plan was 500,000 shares. As of December 31, 2024 , the number of shares of Common Stock available for future award grants to employees, officers and directors under the 2021 Plan is 241,068 . ​ The 2012 Stock-Based Compensation Plan (the “2012 Plan”) authorizes the grant of Stock Options, Stock Units, Stock Appreciation Rights, Restricted Stock, Deferred Stock, Stock Bonuses and other equity-based awards. The total number of shares of the Company’s Common Stock initially available for award under the 2012 Plan was 600,000 , which was increased to 1,000,000 shares by stockholder approval at the Company’s 2018 Annual Meeting in June 2018. Immediately prior to the replacement of the 2012 Plan by the 2021 Plan, there were 352,158 shares of Common Stock available under the 2012 Plan. The 2012 Plan has been replaced by the 2021 Plan and none of the remaining shares of Common Stock authorized under the 2012 Plan will be transferred to or used under the 2021 Plan nor will any awards under the 2012 Plan that are forfeited increase the shares available for awards under the 2021 Plan. As of December 31, 2024 , the number of shares of Common Stock available under the 2012 Plan is zero. ​ During the year ended December 31, 2024 , the Company granted a total of 51,812 shares of Restricted Stock to officers, directors and employees. These shares of Restricted Stock vest immediately, over time in three equal installments or over time in up to sixteen equal quarterly installments. During the year ended December 31, 2024 , 1,999 shares of Restricted Stock were forfeited as a result of officers and employees terminating employment with the Company. ​ During the year ended December 31, 2023 , the Company granted a total of 132,526 shares of Restricted Stock to officers, directors and employees. These shares of Restricted Stock vest immediately, over time in three equal installments or over time in up to sixteen equal quarterly installments. ​ F- 25 Table of Contents There was no options activity during the year ended December 31, 2024 and 2023 and there were no options outstanding or exercisable at December 31, 2024 and 2023 , respectively, under both the Company’s 2012 Plan and 2021 Plan. ​ Under the various plans, options that are cancelled can be reissued. At December 31, 2024 , no cancelled options were reserved for future reissuance. ​ A summary of nonvested shares of Restricted Stock awards outstanding under the Company’s 2012 Plan as of December 31, 2024 , and 2023 and changes during the years ended December 31, 2024 and 2023 is as follows: ​ ​ Weighted ​ ​ Average Grant ​ ​ Date ​ Shares Fair Value Nonvested shares at January 1, 2023 121,059 $ 24.83 Granted in 2023 132,526 44.99 Vested in 2023 ( 110,291 ) 33.92 Forfeited in 2023 — — Nonvested shares at December 31, 2023 143,294 $ 36.48 Granted in 2024 51,812 58.83 Vested in 2024 ( 78,397 ) 35.28 Forfeited in 2024 ( 1,999 ) 45.33 Nonvested shares at December 31, 2024 114,710 $ 47.23 As of December 31, 2024 , there was approximately $ 2.9 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. The unrecognized compensation cost is expected to be recognized over a weighted-average period of 1.5 years. ​ For the years ended December 31, 2024 and 2023 , the Company consistently recognized share-based compensation cost of approximately $ 4.1 million, respectively, which is included in selling, general and administrative expenses. ​ 10. Defined Contribution Plan ​ The Company maintains a defined contribution plan covering substantially all employees. Participating employees may make contributions to the plan, through payroll deductions. Matching contributions are made by the Company equal to 50 % of the employee’s contribution to the extent such employee contribution did not exceed 8 % of their compensation. During the years ended December 31, 2024 and 2023 , the Company expensed approximately $ 0.9 million and $ 0.5 million, respectively, related to this plan. ​ F- 26 Table of Contents 11. 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 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 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. ​ Other ​ As of December 31, 2024 , 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 8 (Credit Facility). Other than employment agreements, other management compensation arrangements and related party transactions as disclosed in Note 12, the Company is not engaged in any other transactions with related parties. ​ 12. Related Party Transactions ​ The Company made sales to a customer where a family member of one of our executive’s has a minority ownership position. The minority ownership position terminated during the year ended December 31, 2024 . During the year ended December 31, 2024 and 2023 , net sales to this customer totaled approximately $ 0.7 million and $ 1.4 million, respectively, and amounts due from this customer as of December 31, 2024 and 2023 were zero and less than $ 0.1 million, respectively, which was settled in cash subsequent to the period end. ​ 13. Industry, Segment and Geographic Financial Information ​ 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. ​ FASB ASC Topic 280, “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 operating 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 generally only reviewed by the CODM on a consolidated basis. Operating 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. ​ The Company is organized into two reportable operating segments. The “Distribution” segment distributes technical software to corporate resellers, value added 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. F- 27 Table of Contents 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 expenses not 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 does not allocate its other assets, including capital expenditures by segment. The following segment reporting information of the Company is provided: ​ Year ended ​ December 31, ​ 2024 2023 Net Sales: ​ ​ Distribution $ 441,940 $ 325,262 Solutions 23,667 26,751 ​ 465,607 352,013 Cost of Sales: ​ ​ Distribution $ 363,648 $ 271,899 Solutions 10,879 15,867 ​ 374,527 287,766 Direct Costs: ​ ​ Distribution $ 31,888 $ 22,467 Solutions 5,455 5,238 ​ 37,343 27,705 Segment Income: (1) ​ ​ Distribution $ 46,404 $ 30,896 Solutions 7,333 5,646 Segment Income 53,737 36,542 ​ ​ ​ General and administrative $ 19,165 $ 16,625 Acquisition related costs 2,311 629 Depreciation and amortization expense 4,269 2,798 Interest, net 917 927 Foreign currency transaction loss ( 273 ) ( 636 ) Change in fair value of acquisition contingent consideration 3,618 — Income before taxes $ 25,018 $ 16,781 ( 1 ) Excludes general corporate expenses including acquisition related costs, amortization and depreciation expense, interest, foreign currency transaction (loss) gain, and change in fair value of acquisition contingent consideration. ​ As of As of ​ December 31, December 31, Selected Assets by Segment: 2024 2023 ​ ​ ​ Distribution $ 394,809 $ 242,927 Solutions 21,882 37,992 Segment Select Assets 416,691 280,919 Corporate Assets 52,488 54,179 Total Assets $ 469,179 $ 335,098 F- 28 Table of Contents Geographic areas and net sales mix related to operations for the year ended December 31, 2024 and 2023 were as follows. Net sales is allocated to a geographic area based on the location of the sale, which is generally the customer’s country of domicile. ​ Year ended ​ December 31, 2024 ​ Distribution Solutions Total Geography ​ USA $ 333,197 $ 8,652 $ 341,849 Europe and United Kingdom 82,039 13,889 95,928 Canada 26,704 1,126 27,830 Total net sales $ 441,940 $ 23,667 $ 465,607 ​ ​ ​ ​ Timing of Revenue Recognition ​ Transferred at a point in time where the Company is principal (1) $ 399,360 $ 15,847 $ 415,207 Transferred at a point in time where the Company is agent (2) 42,580 7,820 50,400 Total net sales $ 441,940 $ 23,667 $ 465,607 ​ Year ended ​ December 31, 2023 ​ Distribution Solutions Total Geography ​ USA $ 244,261 $ 15,425 $ 259,686 Europe and United Kingdom 57,253 10,167 67,420 Canada 23,748 1,159 24,907 Total net sales $ 325,262 $ 26,751 $ 352,013 ​ ​ ​ ​ Timing of Revenue Recognition ​ Transferred at a point in time where the Company is principal (1) $ 286,051 $ 19,853 $ 305,904 Transferred at a point in time where the Company is agent (2) 39,211 6,898 46,109 Total net sales $ 325,262 $ 26,751 $ 352,013 ( 1 ) Includes net sales from third -party hardware and software products. ​ ( 2 ) Includes net sales from third -party maintenance, software support and services. ​ Geographic identifiable assets related to operations as of December 31, 2024 and 2023 were as follows. ​ December 31, December 31, Identifiable Assets by Geographic Areas 2024 2023 USA $ 278,957 $ 171,080 Canada 34,352 23,994 Europe and United Kingdom 155,870 140,024 Total $ 469,179 $ 335,098 F- 29 Table of Contents For the year ended December 31, 2024 , the Company had three customers that accounted f or 18 %, 14 % and 11 %, res pectively, of consolidated net sales and as of December 31, 2024 , 12 %, 6 % and 19 %, re spectively, of total net accounts receivable. For the year ended December 31, 2024 , the Company had one vendor that accounted for 10 % of our consolidated purchases. These customers and vendors are all in the Company's Distribution segment. ​ For the year ended December 31, 2023 , the Company had two customers that accounted for 20 %, and 15 %, respectively, of consolidated net sales and as of December 31, 2023 , 15 % and 6 %, respectively, of total net accounts receivable. For the year ended December 31, 2023 , the Company had one vendor that accounted for 14 % of our consolidated purchases. These customers and vendors are all in the Company's Distribution segment. ​ Our top five customers accounted fo r 54 % and 51 % of consolidated net sales for the years ended December 31, 2024 and 2023 , respectively. ​ 14. Fair Value Measurements ​ Fair value is defined under US GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy has been established for valuation inputs to prioritize the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: ​ Level 1 – observable inputs such as quoted prices for identical instruments traded in active markets. ​ Level 2 – inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ​ Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques. ​ The Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy as of December 31, 2024 and 2023 , respectively, are as follows: ​ As of December 31, 2024 ​ Level 1 Level 2 Level 3 Total Assets: ​ ​ ​ ​ Treasury bills $ — $ — $ — $ — Total assets $ — $ — $ — $ — ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Contingent earn-out $ — $ — $ 5,896 $ 5,896 Total liabilities $ — $ — $ 5,896 $ 5,896 ​ As of December 31, 2023 Assets: ​ ​ ​ ​ Treasury bills $ 5,096 $ — $ — $ 5,096 Total assets $ 5,096 $ — $ — $ 5,096 ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Contingent earn-out $ — $ — $ 4,189 $ 4,189 Total liabilities $ — $ — $ 4,189 $ 4,189 F- 30 Table of Contents In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. Observable or market inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions based on the best information available. The approach to estimating the contingent earn-out associated with the Company’s business combinations uses unobservable factors such as projected cash flows over the term of the contingent earn-out periods. ​ The Company’s investment in treasury bills are measured at fair value on a recurring basis based on quoted market prices in active markets and are classified as level 1 within the fair value hierarchy. The Company’s contingent earn-out liability is measured at fair value on a recurring basis and is classified as level 3 within the fair value hierarchy. During the fourth quarter of each year, the Company evaluates goodwill for impairment at the reporting unit level. The Company uses qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a goodwill impairment test. This measurement is classified based on level 3 input. ​ The following table presents the changes in the Company’s level 3 financial instruments measured at fair value on a recurring basis: Balance January 1, 2023 $ 1,777 Data Solutions acquisition - contingent earn-out 2,227 Translation adjustments 185 Balance December 31, 2023 $ 4,189 DSS acquisition - contingent earn-out 1,755 Contingent earn-out paid ( 3,638 ) Change in fair value of acquisition contingent consideration 3,618 Translation adjustments ( 28 ) Balance December 31, 2024 $ 5,896 ​ F- 31 Table of Contents 15. Subsequent Events On January 30, 2025, the Company received notice of termination of a distribution agreement from one of its vendors. This vendor relationship was acquired through a prior year acquisition and as such, the Company had previously recognized an intangible asset at the prior year acquisition date for this vendor relationship that was being amortized over a period of 11 years, which represented the expected period of benefits as of the acquisition date. As of December 31, 2024 , the unamortized value of this vendor relationship intangible asset was approximately $ 4.9 million, which will be assessed for potential impairment or change in the amortization life of the intangible asset during the first quarter of 2025. Climb Global Solutions, Inc. and Subsidiaries Schedule II--Valuation and Qualifying Accounts (Amounts in thousands) ​ ​ ​ Charged to ​ ​ ​ Beginning Cost and ​ Ending Description Balance Expense Deductions Balance Year ended December 31, 2023 ​ ​ ​ ​ Allowance for expected credit losses (1) $ 842 $ 54 $ 187 $ 709 Year ended December 31, 2024 ​ ​ ​ ​ Allowance for expected credit losses (1) $ 709 $ 128 $ 249 $ 588 ( 1 ) Previously referred to as Allowance for doubtful accounts. ​ F-32