What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-02-27 compared with 2025-03-11 · 125 added, 47 removed, 254 unchanged (40% of the section changed)

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Market Information

Shares of our Common Stock, par value $0.01, trade on The Nasdaq Global Market tier of The Nasdaq Stock Market under the symbol “CLMB”.

Shares of our Common Stock trade on The Nasdaq Global Market tier of The Nasdaq Stock Market under the symbol “CLMB”.

In each of 2025, 2024 and 2023, we declared dividends totaling $0.68 p er share on our Common Stock.

The payment of future dividends is at the discretion of our Board of Directors and will depend upon future earnings, results of operations, capital requirements, our financial condition, contractual restrictions, including the terms of the agreements governing our debt and any future indebtedness we may incur and other relevant factors and other factors the Board of Directors may find relevant.

There can be no assurance that we will continue to pay comparable cash dividends in the future.

Following the end of fiscal year 2025, our Board of Directors determined to suspend quarterly cash dividends on our Common Stock beginning with the first quarter of 2026 in order to preserve financial flexibility and prioritize capital allocation objectives.

The declaration and payment of any future dividends will be at the discretion of our Board of Directors and will depend on, among other things, our future earnings, results of operations, capital requirements, financial condition, contractual restrictions, including the terms of the agreements governing our existing indebtedness and any future indebtedness we may incur, and other factors the Board of Directors may deem relevant.

There can be no assurance that we will resume paying cash dividends in the future.

Shareholder Information

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This figure does not include an estimate of the number of beneficial holders whose shares are held of record by banks, broker or other nominees.

Recent Sales of Unregistered Securities

Purchases of Equity Securities

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The Common Stock repurchase program does not have an expiration date.

Performance Graph

The following graph shows a five-year comparison of cumulative total shareholder return on the Company’s Common Stock with the cumulative total return of the S&P MidCap 400 Index and the S&P 500 Computer and Electronics Retail Index for the period commencing December 31, 2020 and ending December 31, 2025, assuming $100 was invested on December 31, 2020 and the reinvestment of dividends.

The past performance of our common stock is no indication of future performance.

Fiscal Years Ended December 31,

Climb Global Solutions, Inc.

S&P MidCap 400 Index

S&P 500 Computer & Electronics Retail Index

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

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We market these products through creative marketing communications, including our web sites, local seminars, webinars, social media, direct e-mail, and printed materials.

We have subsidiaries in the United States, Canada, Netherlands, United Kingdom, and Ireland, through which sales are made.

We have subsidiaries in the United States, Canada, Netherlands, United Kingdom, Ireland, and Germany through which sales are made.

Factors Influencing Our Financial Results

We derive most of our net sales though the sale of third-party software licenses, maintenance and service agreements.

We derive most of our net sales through the sale of third-party software licenses, maintenance and service agreements.

In our Distribution segment, sales are impacted by the number of product lines we distribute, and sales penetration of those products into the reseller channel, product lifecycle competition, and demand characteristics of the products which we are authorized to distribute.

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Our sales are also impacted by external factors such as levels of IT spending and customer demand for products we distribute.

Our customers evaluate the complex technology landscape in order to balance priorities and focus on products that lead to business optimization, cost management and security risk management, resulting in a more measured approach to their IT spending.

We provide security, software and hybrid and cloud offerings to help customers achieve their objectives.

Technology trends drive customer purchasing behaviors in the market.

Current technology trends are focused on delivering greater flexibility and efficiency, as well as designing and managing IT securely.

These trends are driving customer adoption of cloud, AI, software defined architectures and hybrid on-premise and off-premise combinations.

Technology trends are likely to evolve as customers prioritize spend that will produce the most important outcomes for their business.

We sell in a competitive environment where gross product margins have historically declined due to competition and changes in product mix towards products where no delivery of a physical product is required.

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Historically we have sought to return value to investors through the payment of quarterly dividends and share repurchases.

Total dividends paid and the dollar value of shares repurchased wer e $3.0 million and $1.6 m illion for the year ended December 31, 2024, respectively, and $3.0 million and $1.7 million for the year ended December 31, 2023, respectively.

The payment of future dividends and any share repurchases are at the discretion of our Board of Directors and dependent on results of operations, projected capital requirements and other factors the Board of Directors may find relevant.

Total dividends paid and the dollar value of shares repurchased wer e $3.0 million and $2.0 mill ion for the year ended December 31, 2025, respectively, $3.0 million and $1.6 million fo r the year ended December 31, 2024, and $3.0 million and $1.7 million for the year ended December 31, 2023, respectively.

The payment of future dividends and any share repurchases will be at the discretion of our Board of Directors and will depend on our results of operations, financial condition, capital requirements, contractual restrictions and other factors the Board of Directors deems relevant.

Stock Volatility.

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Financial Overview

Net sales increased 3 2%, or $113.6 million, to $465.6 m illion for the year ended December 31, 2024, compared to $352.0 million for the same period in 2023.

Net sale s increased 40%, or $186.9 million, to $652.5 million for the year ended December 31, 2025, compared to $465.6 million for the same period in 2024.

Gross profit increased 16%, or $14.2 million, to $105.3 m illion for the year ended December 31, 2025, compared to $91.1 million for the same period in 2024.

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Acquisition related costs for the years ended December 31, 2025 and 2024 were $0.8 million and $2.3 million, respectively.

Amortization and depreciation expense increas ed $1.5 million to $4.3 million for the year ended December 31, 2024 compared to $2.8 million for the same period in the prior year.

Net incom e increased 51%, or $6.3 million, to $18.6 million for the year ended December 31, 2024 compared to $12.3 million for the same period in 2023.

Amortization and depreciation expen se increased $3.4 million to $7.7 million for the year ended December 31, 2025 compared to $4.3 million for the same period in the prior year.

Net incom e increased 15%, or $2.7 million, to $21.3 million for the year ended December 31, 2025 compared to $18.6 million f or the same period in 2024.

Income per diluted shar e increased 14%, or $0.58, to $4.64 for the year ended December 31, 2025 compared to $4.06 for the same period in 2024.

Net sales increased 32%, or $113.6 million, to $465.6 million for the year ended December 31, 2024, compared to $352.0 million for the same period in 2023.

Gross profit increased 42%, or $26.9 million, to $91.1 million for the year ended December 31, 2024, compared to $64.2 million for the same period in 2023.

SG&A expenses increased 27%, or $12.2 million, to $56.5 million for the year ended December 31, 2024, compared to $44.3 million for the same period in 2023.

Acquisition related costs for the years ended December 31, 2024 and 2023 were $2.3 million and $0.6 million, respectively.

Amortization and depreciation expense increased $1.5 million to $4.3 million for the year ended December 31, 2024 compared to $2.8 million for the same period in the prior year.

Net income increased 51%, or $6.3 million, to $18.6 million for the year ended December 31, 2024 compared to $12.3 million for the same period in 2023.

Income per diluted share increased 49%, or $1.34, to $4.06 for the year ended December 31, 2024 compared to $2.72 for the same period in 2023.

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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, which is included in foreign currency transaction loss in the Consolidated Statement of Earnings.

The Company recognized an unrealized loss of less than $0.1 million o n contracts outstanding as of December 31, 2025, which is included in foreign currency transaction loss in the Consolidated Statement of Earnings.

Recently Issued Accounting Pronouncements

In September 2025, the FASB issued ASU No.

2025-06, “ Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software ”.

This ASU amends the guidance under ASC 350-40 for internal-use software.

The amendments remove referenced to development-stages, clarify when capitalization may begin, and require entities to apply to property, plant and equipment disclosure requirements under ASC 350-10 to capitalize internal-use software costs.

The ASU is effective for annual periods beginning after December 15, 2027, and for interim periods within those annual periods.

Early adoption of ASU No.

2025-06 is permitted.

The Company has performed an initial assessment and currently does not expect the adoption of ASU No.

2025-06 to have a material effect on its financial position, results of operations or cash flows.

In July 2025, the FASB issued ASU No.

2025-05, “ Financial Instruments - Credit Losses (Topic 326):

Measurements of Credit Losses for Accounts Receivable and Contract Assets ” .

The update amends the guidance in ASC 326-20 to introduce a practical expedient when estimating credit losses that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The amendments apply to current accounts receivable and current contract assets arising from transactions under ASC 606 (Revenue from Contracts with Customers).

The amendments are applied prospectively and are effective for annual reporting periods beginning after December 15, 2025, and interim periods within those years.

Early adoption of ASU No.

2025-05 is permitted.

The Company has evaluated the impact of ASU No.

2025-05 on its accounting policies and internal controls related to its credit-customer receivables.

The Company has determined that, given (i) the nature of its receivables (primarily receivables from customers on credit terms), (ii) its historical credit-loss experience and collection patterns, and (iii) its allowance methodology, adoption of ASU No.

2025-05 is not expected to have a material effect on the Company's consolidated financial position.

In November 2024, the FASB issued ASU No.

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2024-03 is permitted.

The Company is currently evaluating the impact the new accounting standard will have on its expense disclosures in the notes to the consolidated financial statements.

In December 2023, the FASB issued ASU No.

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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.

T he 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.

The Company adopted ASU No.

2023-09 on a prospective basis for the fiscal year ending December 31, 2025.

Results of Operations

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Generally, a non-GAAP financial measure is a numerical measure of a company’s performance or financial position that either excludes or includes amounts that are correspondingly not normally excluded or included in the most directly comparable measure calculated and presented in accordance with US GAAP.

Our use of non-GAAP information as analytical tools has limitations, and you should not consider them in isolation or as substitutes for analysis of our financial results reported under GAAP, as these measures used by management may differ from similar measures used by other companies, even when similar terms are used to identify such measures.

Our use of non-GAAP information as analytical tools has limitations, and you should not consider them in isolation or as substitutes for analysis of our financial results reported under US GAAP, as these measures used by management may differ from similar measures used by other companies, even when similar terms are used to identify such measures.

Net income reconciled to adjusted EBITDA (Non-GAAP):

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We consider gross profit growth and effective margin to be key metrics in evaluating our business.

During the year ended December 31, 2024, gross profit increased 42%, or $26.9 million, to $91.1 mi llion compared to $64.2 million for the same period in 2023 while effective margi n increased 520 basis points to 43.5% compared to 38.3% for the same period in 2023.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

During the year ended December 31, 2025, gross profit increased 16%, or $14.2 million, to $105.3 mi llion compared to $91.1 million for the same period in 2024 while effective margi n decreased 280 basis points to 40.7% compared to 43.5% f or the same period in 2024.

During the year ended December 31, 2024 , gross profit increased 42%, or $26.9 million, to $91.1 million compared to $64.2 million for the same period in 2023 while effective margin increased 520 basis points to 43.5% compared to 38.3% for the same period in 2023.

On July 31, 2024, we completed the acquisition of DSS for an aggregate purchase price of approximately $20.3 million (subject to certain adjustments) plus a potential post-closing earnout payment.

The operating results of DSS are included in our operating results from the date of the acquisition.

The Company recorded net revenue for DSS of approximately $11.8 million and net income of approximately $0.8 mill ion during the year ended December 31, 2024.

On October 6, 2023, we completed the acquisition of Data Solutions for an aggregate purchase 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 operating results of Data Solutions are included in our operating results from the date of acquisition.

Operating results of Douglas Stewart Software & Services and Data Solutions are included in our Distribution segment.

Operating results of DSS and Data Solutions are included in our Distribution segment.

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Net sales for the year ended December 31, 2025 increased 40%, or $186.9 million, to $652.5 millio n compared to $465.6 million for the same period in 2024.

Gross billings, an operational metric, for the year ended December 31, 2025 increased 18%, or $319.9 million, to $2,105.2 mil lion compared to $1,785.3 million for the same period in 2024.

Net sales in our Distribution segment for the year ended December 31, 2025 increased 42%, or $185.5 million, to $627.4 m illion compared to $441.9 million for the same period in the prior year.

Gross billings for the Distribution segment for the yea r ended December 31, 2025 increased 19%, or $319.3 million, to $2,014.8 million c ompared to $1,695.5 million for the same period in 2024.

Net sales and gross billings increased due to organic growth at our existing vendor lines and the full year impact of the DSS acquisition that closed in the third quarter of 2024.

Gross billings increased at a lesser rate than net sales due to differences in the product mix between the two periods, which positively impacted our net sales by approximately $102.3 million, or 16%.

Net sales in our Solutions segment for the year ended December 31, 2025 increased 6%, or $1.4 million, to $25.1 million c ompared to $23.7 million for the prior year.

Gross billings for the Solutions segment for the year ended December 31, 2025 increased 1%, or $0.5 million, to $90.3 milli on compared to $89.8 million f or the same period in 2024 .

Gross billings increased at a lesser rate than net sales due to differences in the product mix between the two periods, which positively impacted our net sales by approximately $1.3 million, or 5%.

During the year ended December 31, 2025, we relied o n two key customers for a total of 37% of our total net sales.

The major customers accounted for 24% and 13%, respectively, of our total net sales during the year ended December 31, 2025.

These same customers accounted f or 15% and 8%, respectively , of total net accounts receivable as of December 31, 2025.

Gross profit for the year ended December 31, 2025 increased 16%, or $14.2 million, to $105.3 million co mpared to $91.1 million for the same period in 2024.

Distribution segment gross profit for the year ended December 31, 2025 increased 17%, or $13.6 million, to $91.9 million compared to $78.3 millio n for the same period in 2024 .

The increase in Distribution segment gross profit resulted primarily from the organic growth at our existing vendor lines and the impact of DSS acquisition, partially offset by higher early pay discounts and other rebates and discounts offered to our customers.

Solutions segment gross profit for the year ended December 31, 2025 , increased 5%, or $0.6 million, to $13.4 m illion compared to $12.8 million for the same peri od in 2024 .

This increase was the result of the aforementioned increase in gross billings.

Custome r rebates and discounts for the year ended December 31, 2025 were $22.7 million compared to $19.7 million for the same period in the prior year.

Customer rebates and discounts vary based on terms of rebate and early pay discount programs offered to customers and timing of payments ultimately received from our customers.

Vendor rebates and discounts for the year ended December 31, 2025 , were $17.4 million compared to $6.1 million for the same period in the prior year.

Vendor rebates are dependent on programs offered by our vendors and in some cases reaching certain volume targets set by our vendors or meeting certain early payment programs offered by our vendors.

The Company monitors vendor rebate levels, competitive pricing, and gross profit margins carefully.

We anticipate that price competition in our market will continue in both of our business segments.

Selling, General and Administrative Expenses

SG& A expenses for the year ended December 31, 2025 , increased 20%, or $11.1 million, to $67.6 million, compared to $56.5 million for the same period in the prior year.

The increase was primarily driven by higher payroll and related costs consistent with higher gross profit, as well as the impact of the DSS acquisition.

SG&A expen ses wer e 3.2% o f gross billings, an operational metric, for the year ended December 31, 2025 and 2024, respectively.

The Company expects that its SG&A expenses, as a percentage of gross billings, an operational metric, may vary depending on changes in sales volume, as well as the levels of continuing investments in key growth initiatives.

We plan to continue to expand our investment in information technology to support the growth of our business.

Acquisition Related Costs

Acquisition related costs for the years ended December 31, 2025 and 2024 were $0.8 million and $2.3 million, res pectively.

These expenses in the current year relate to costs incurred in conjunction with our continued acquisition initiatives, while these expenses in the same period the prior year related to the acquisition of DSS.

Foreign Currency Transaction Loss

Foreign currency transaction loss for the year ended December 31, 2025 was $0.7 million compared to a foreign currency transaction loss of $0.3 million for the same period in the prior year.

These expenses primarily relate to the change in the value of accounts payable and other monetary assets and liabilities denominated in currencies other than their functional currency between the date of origination and settlement.

Change in Fair Value of Acquisition Contingent Consideration

Change in fair value of acquisition contingent consideration for the year ended December 31, 2025 and 2024 were $1.4 million and $3.6 million, respectively.

The change in fair value adjustments in the current year primarily relate to the earnout associated with the DSS acquisition, while the fair value adjustments in the same period the prior year related to the earnouts associated with the Data Solutions acquisition and the acquisition of Spinnakar Limited in August 2022.

Income Taxes

For the year ended December 31, 2025, the Company recorded a provision for income taxes o f $6.6 million, or 23.6% of income before taxes, compared to $6.4 million, or 25.6% o f income before taxes for the same period in the prior year.

The effective tax rate for the year ended December 31, 2025 as well as the same period in the prior year are impacted by limitations on the deductibility of certain executive compensation amounts during both periods, as well as the Company’s effective tax rate for both periods were impacted changes in the mix of jurisdictions in which taxable income was earned.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Net sales for the year ended December 31, 2024 increased 32%, or $113.6 million, to $465.6 million compared to $352.0 million for the same period in 2023.

Gross billings, an operational metric, for the year ended December 31, 2024 increased 42%, or $524.9 million, to $1,785.3 m illion compared to $1,260.4 million for the same period in 2023.

Gross billings, an operational metric, for the year ended December 31, 2024 increased 42%, or $524.9 million, to $1,785.3 million compared to $1,260.4 million for the same period in 2023.

Net sales in our Distribution segment for the year ended December 31, 2024 increased 36%, or $116.6 million, to $441.9 million compared to $325.3 million for the same period in the prior year.

Gross billings for the Distribution segment for the year ended December 31, 2024 increased 44 %, or $518.6 million, t o $1,695.5 millio n compared to $1,176.9 million for the same period in 2023.

Gross billings for the Distribution segment for the year ended December 31, 2024 increased 44%, or $518.6 million, to $1,695.5 million compared to $1,176.9 million for the same period in 2023.

Net sales and gross billings increased due to organic growth at our existing vendor lines as well as the impact of the DSS acquisition in the current year and the full year impact of the Data Solutions acquisition that closed in the fourth quarter of 2023.

Gross billings increased at a greater rate than net sales due to differences in the product mix between the two periods as an increasing number of products that we sold are recognized on a net basis as there were increased sales of security, maintenance and cloud-based products.

Net sales in our Solutions segment for the year ended December 31, 2024 decreased 12 %, or $3.1 million, to $23.7 milli on compared to $26.8 million for the prior year.

Gross billings for the Solutions segment for the year ended December 31, 2024 increased 8%, or $6.3 million, to $89.8 milli on compared to $83.5 million for the same period in 2023.

G ross billings increased at a greater rate than net sales due to differences in the product mix between the two periods as an increasing number of products that we sold are recognized on a net basis as there were increased sales of security, maintenance and cloud-based products.

Net sales in our Solutions segment for the year ended December 31, 2024 decreased 12%, or $3.1 million, to $23.7 million compared to $26.8 million for the prior year.

Gross billings for the Solutions segment for the year ended December 31, 2024 increased 8%, or $6.3 million, to $89.8 million compared to $83.5 million for the same period in 2023.

During the year ended December 31, 2024, we relied on three key customers for a total of 43% of our total net sales.

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Gross profit for the year ended December 31, 2024 increased 42%, or $26.9 million, to $91.1 million compared to $64.2 million for the same period in 2023.

Distribution segment gross profit for the year ended December 31, 2024 increased 47%, or $24.9 million, to $78.3 m illion compared to $53.4 million for the same period in 2023.

Distribution segment gross profit for the year ended December 31, 2024 increased 47%, or $24.9 million, to $78.3 million compared to $53.4 million for the same period in 2023.

The increase in Distribution segment gross profit resulted primarily from the organic growth at our existing vendor lines and the impact of DSS and Data Solutions since the dates of the respective acquisitions, partially offset by higher early pay discounts and other rebates and discounts offered to our customers as a percentage of gross billings.

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Acquisition Related Costs

Acquisition related costs for the years ended December 31, 2024 and 2023 were $2.3 m illion and $0.6 million, respectively.

Acquisition related costs for the years ended December 31, 2024 and 2023 were $2.3 million and $0.6 million, respectively.

These expenses in the current year relate to costs incurred in conjunction with our continued acquisition initiatives including the acquisition of DSS, while these expenses in the same period the prior year related to the acquisition of Data Solutions.

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Liquidity and Capital Resources

Our cash and cash equivalents decreased by $6.5 million to $29.8 m illion at December 31, 2024 compared to $36.3 million at December 31, 2023.

The decrease in cash and cash equivalents was primarily the result of $33.7 million of cash and cash equivalents provided by operating activities, offset by $20.9 million payment for the DSS and Data Solutions acquisitions, $5.5 million of cash used in other investing activities, $13.0 million of cash used in financing activities and $0.9 million negative impact of foreign exchange rates on cash and cash equivalents.

Net cash provided by operating activities for the year ended December 31, 2024 was $33.7 million, comprised of net income adjusted for non-cash items of $30.6 million offset by changes in operating assets and liabilities of $3.1 mill ion.

Net cash and cash equivalents used in investing activities during the year ended December 31, 2024 was $26.4 million, comprised of $5.5 million of purchases of fixed assets supporting our ERP project a nd $20.9 million payment for the DSS and Data Solutions acquisitions, net of cash acquired.

On July 31, 2024, we completed the acquisition of DSS for an aggregate purchase price of approximately $20.3 million, subject to certain working capital and other adjustments, paid at closing plus a potential post-closing earn-out.

The operating results of DSS are included in our operating results from the date of acquisition.

Net cash and cash equivalents used in financing activities during the year ended December 31, 2024 was $13.0 mil lion, comprised of net repayments of borrowings under credit facilities of $4.2 million, payments of contingent considerations of $3.6 m illion, dividend payments on our Common Stock o f $3.0 m illion, purchases of treasury stock of $1.6 m illion and repayments of borrowing under term loan of $0.5 m illion.

Our cash and cash equiva lents increased by $6.8 million to $36.6 million at December 31, 2025 compared to $29.8 million at December 31, 2024.

The increase in cash and cash equivalents was primarily the result of $16.6 million of cash and cash equivalents provided by operating activities, offset by $2.0 million of cash used in other investing activities, $9.1 million of cash used in financing activities and $1.2 million positive impact of foreign exchange rates on cash and cash equivalents.

Net cash provided by operating activities for the year ended December 31, 2025 wa s $16.6 million, comprised of net income adjusted for non-cash items of $35.8 million offset by changes in operating assets and liabilities of $19.2 million.

Net income adjusted for non-cash items primarily driven by higher net income, higher depreciation expense associated with capitalized ERP system, and higher share-based compensation expense.

Changes in operating assets and liabilities primarily related to increase in sales volumes and timing of associated cash collections and payments.

Net cash and cash equivalents used in investing activities during the year ended December 31, 2025 was $2.0 million of purchases of fixed assets supporting our ERP project.

Net cash and cash equivalents used in financing activities during the year ended December 31, 2025 w as $9.1 million, comprised of payments of contingent considerations of $3.4 million, dividend payments on our Common Stock of $3.1 million, purchases of treasury stock of $2.1 million and repayments of borrowing under term loan of $0.5 million.

On December 3, 2014, the Board of Directors of the Company approved an increase of 500,000 shares of Common Stock to the number of shares of Common Stock available for repurchase under its repurchase plans.

On February 2, 2017, the Board of Directors approved an increase of 500,000 shares of Common Stock to the number of shares of Common Stock available for repurchase under its repurchase plans.

The Company is authorized to purchase 545,786 shares of Common Stock as of December 31, 2024.

The Company is authorized to purchase 545,786 s hares of Common Stock as of December 31, 2025.

The Common Stock repurchase program does not have an expiration date.

As of December 31, 2024, we held 683,198 shares of our Common Stock in treasury at an average cost of $19.52 per share.

As of December 31, 2023, we held 711,052 shares of our Common Stock in treasury at an average cost of $17.75 per share.

As of December 31, 2025, we held 673,882 shar es of our Common Stock in treasury at an average cost of $22.13 per share.

As of December 31, 2024, we held 683,198 shares of our Common Stock in treasury at an average cost of $19.52 p er share.

We intend to hold the repurchased shares in treasury for general corporate purposes, including issuances under various stock plans.

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There were no amounts outstanding under the Credit Agreement as of December 31, 2025 and 2024.

In connection with entering into the Credit Agreement, the Company voluntarily terminated that certain existing revolving credit agreement, dated November 15, 2017, by and among the Company, certain subsidiaries of the Company and Citibank, N.A.

On April 8, 2022, the Company entered into a $2.1 million term loan (the “Term Loan”) with First American Commercial Bancorp, Inc.

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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.

The Company had $0.8 million and $1.3 million outstanding under the Term Loan as of December 31, 2024 and 2023, respectively.

The Company had $0.2 million and $0.8 million o utstanding under the Term Loan as of December 31, 2025 and 2024, respectively.

In connection with the acquisition of Data Solutions, the Company acquired an invoice discounting facility (“IDF”) that was with recourse to the Company.

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The Company’s foreign business is subject to changes in demand or pricing resulting from fluctuations in currency exchange rates or other factors.

We are subject to fluctuations primarily in the Canadian Dollar, Euro Dollar and British Pound-to-U.S.

We are subject to fluctuations primarily in the Canadian Dollar, Euro and British Pound-to-U.S.

Dollar exchange rate.

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As of December 31, 2025, we did not have any off-balance sheet arrangements.

Quantitative and Qualitative Disclosures about Market Risk

Smaller reporting companies are not required to provide the information required by this item.

Financial Statements and Supplementary Data

See Index to Consolidated Financial Statements at Item 15(a).

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity