What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-27 compared with 2025-03-11 · 304 added, 179 removed, 906 unchanged (35% of the section changed)

13 unchanged sentences

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.

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).

5 unchanged sentences

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.

During the three months ended December 31, 2025 , none of our directors or officers (as defined in Rule 16a - 1 (f) of the Exchange Act) adopted or terminated a “Rule 10b5 - 1 trading arrangement” or "non-Rule 10b5 - 1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

1 unchanged sentence

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.”

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 2026 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”).

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.”

The information required hereunder is incorporated by reference herein from the Definitive Proxy Statement.

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.”

The information required hereunder is incorporated by reference herein from the Definitive Proxy Statement.

Certain Relationships and Related Party Transactions, and Director Independence

The information required hereunder is incorporated by reference herein from the Definitive Proxy Statement.

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.”

The information required hereunder is incorporated by reference herein from the Definitive Proxy Statement.

Exhibits, Financial Statement Schedules

13 unchanged sentences

August 6, 2024

Share Purchase Agreement, dated February 24, 2026, by and among Climb Global Solutions, Inc., Infiterra Holding Limited, Vassilios Zografos and Apostolos Karakaxas.

February 24, 2026

Form of Amended and Restated Certificate of Incorporation of the Company.

March 11, 2025

Certificate of Amendment of Restated Certificate of Incorporation of the Company.

24 unchanged sentences

April 20, 2023

Office Lease Agreement, dated March 4, 2016, by and among Climb Global Solutions, Inc.

and The Donato Group, relating to the Company's corporate headquarters located Eatontown, NJ.

Office Lease Agreement, dated September 30, 2024, by and among Climb Global Solutions, Inc.

John Properties, Inc., relating to an office facility located in Millersville, MD.

Office Lease Agreement, dated July 3, 2025, by and among Climb Global Solutions Limited and Rangeley & Company Limited, relating to an office facility located in Ashburton, United Kingdom.

Letter from BDO USA, P.C.

28 unchanged sentences

Form 10-K Summary

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.

4 unchanged sentences

Chief Executive Officer and Director

March 11, 2025

February 27, 2026

(Principal Executive Officer)

/s/ Matthew Sullivan

Vice President and Chief Financial Officer

March 11, 2025

Chief Financial Officer

February 27, 2026

Matthew Sullivan

2 unchanged sentences

Chairman of the Board of Directors

March 11, 2025

February 27, 2026

John McCarthy

/s/ Andrew Bryant

March 11, 2025

February 27, 2026

Andrew Bryant

/s/ Gerri Gold

March 11, 2025

/s/ Greg Scorziello

March 11, 2025

Greg Scorziello

/s/ Kimberly Boren

March 11, 2025

Kimberly Boren

February 27, 2026

/s/ Paul Giovacchini

February 27, 2026

Paul Giovacchini

Items 8 and 15(a)

15 unchanged sentences

Schedule II — Valuation and Qualifying Accounts

R eport of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To the stockholders and the Board of Directors of Climb Global Solutions, Inc.

3 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, 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.

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, 2025, of the Company and our report dated February 27, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

16 unchanged sentences

New York, New York

March 11, 2025

R eport of Independent Registered Public Accounting Firm

February 27, 2026

Report 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.

We have audited the accompanying consolidated balance sheets of Climb Global Solutions, Inc.

and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of earnings, comprehensive income, stockholders' equity, and cash flows, for each of the two years in the period ended December 31, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, 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, 2025, 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 February 27, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

12 unchanged sentences

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

Revenue Recognition – Determination of Principal versus Agent of Software Products – Refer to Note 2 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.

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.

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.

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.

Given the judgment involved in evaluating the determination of principal versus agent revenue recognition of software products, including evaluation of whether the Company maintained control of the software product, auditing such transactions required a high degree of auditor judgement and an increased level of effort.

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:

We compared projections to historical results, actual results through year-end, relevant peer companies, and industry data.

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:

Testing the source information underlying the determination of the discount rates and testing the mathematical accuracy of the calculation.

Developing a range of independent estimates and comparing those to the discount rates selected by management.

Our audit procedures related to management’s conclusion related to the recognition- determination of principal versus agent of software products included the following, among others:

We tested the effectiveness of management’s controls over the determination of principal versus agent consideration for revenue recognition.

We evaluated the Company’s revenue recognition policy for arrangements with principal versus agent considerations.

We obtained and evaluated a sample of contracts with customers for consistency of application of the Company’s accounting policy of the principal versus agent revenue recognition.

● We tested the mathematical accuracy of management’s calculation of the revenue adjustments recognized in the financial statements as a result of the principal versus agent relationships.

/s/ Deloitte & Touche LLP

New York, New York

March 11, 2025

February 27, 2026

We have served as the Company's auditor since 2024.

4 unchanged sentences

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.

We have audited the accompanying consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”), of Climb Global Solutions, Inc.

(the “Company”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2023 , in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

1 unchanged sentence

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.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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.

16 unchanged sentences

$ 36,563 $ 29,778

Accounts receivable, net of allowance for doubtful accounts of $ 588 and $ 709 , respectively

Accounts receivable, net of allowance for expected credit losses of $ 669 and $ 588 , respectively

324,345 341,597

5 unchanged sentences

13,339 12,853

36,838 34,924

Other intangibles, net

42 unchanged sentences

Year ended December 31,

$ 652,517 $ 465,607 $ 352,013

Cost of sales

547,247 374,527 287,766

105,270 91,080 64,247

Selling, general, and administrative expenses

67,550 56,508 44,330

Acquisition related costs

807 2,311 629

Depreciation and amortization expense

7,728 4,269 2,798

Income from operations

29,185 27,992 16,490

Other income:

1 unchanged sentence

Foreign currency transaction loss

( 737 ) ( 273 ) ( 636 )

Change in fair value of acquisition contingent consideration

( 1,374 ) ( 3,618 ) —

Income before provision for income taxes

27,918 25,018 16,781

Provision for income taxes

6,588 6,408 4,458

$ 21,330 $ 18,610 $ 12,323

Income per common share-Basic

$ 4.64 $ 4.06 $ 2.72

Income per common share-Diluted

$ 4.64 $ 4.06 $ 2.72

Weighted average common shares outstanding — Basic

4,524 4,465 4,401

Weighted average common shares outstanding — Diluted

4,524 4,465 4,401

The accompanying notes are an integral part of the consolidated financial statements.

3 unchanged sentences

(Amounts in thousands)

Other comprehensive (loss) income:

$ 21,330 $ 18,610 $ 12,323

Other comprehensive income (loss):

Foreign currency translation adjustments

Other comprehensive (loss) income

4,950 ( 2,370 ) 2,346

Other comprehensive income (loss):

4,950 ( 2,370 ) 2,346

Comprehensive income

$ 26,280 $ 16,240 $ 14,669

The accompanying notes are an integral part of the consolidated financial statements.

33 unchanged sentences

5,284,500 53 37,977 683,198 ( 13,337 ) 68,787 ( 2,892 ) 90,588

— — — — — 21,330 — 21,330

Translation adjustment

— — — — — — 4,950 4,950

Dividends paid (per common share $ 0.68 )

— — — — — ( 3,078 ) — ( 3,078 )

Share-based compensation expense

— — 4,838 — — — — 4,838

Restricted stock grants (net of forfeitures)

— — ( 477 ) ( 27,360 ) 477 — — —

Treasury shares repurchased

— — — 18,044 ( 2,049 ) — — ( 2,049 )

Balance at December 31, 2025

5,284,500 $ 53 $ 42,338 673,882 $ ( 14,909 ) $ 87,039 $ 2,058 $ 116,579

The accompanying notes are an integral part of the consolidated financial statements

4 unchanged sentences

Cash flows from operating activities

$ 21,330 $ 18,610 $ 12,323

Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:

Depreciation and amortization expense

Provision for doubtful accounts

7,728 4,269 2,798

Provision for expected credit losses

Deferred income tax benefit

( 105 ) ( 500 ) ( 383 )

Share-based compensation expense

4,775 4,070 4,148

Gain on disposal of fixed assets

Amortization of discount on accounts receivable

( 67 ) ( 34 ) ( 50 )

Amortization of right-of-use assets

Change in fair value of contingent earn-out consideration

1,374 3,618 —

Changes in operating assets and liabilities:

Accounts receivable

25,637 ( 123,965 ) ( 29,621 )

114 1,200 3,601

Prepaid expenses and other current assets

( 3,905 ) ( 428 ) ( 2,446 )

Vendor prepayments

Accounts payable and accrued expenses

( 40,224 ) 126,855 49,674

Lease liability, net

( 697 ) ( 415 ) ( 495 )

Other assets and liabilities

( 73 ) ( 102 ) 1,264

Net cash and cash equivalents provided by operating activities

16,604 33,743 42,123

Cash flows from investing activities

Purchase of equipment and leasehold improvements

( 1,995 ) ( 5,470 ) ( 4,989 )

Payment for acquisitions, net of cash acquired

— ( 20,958 ) ( 12,678 )

Net cash and cash equivalents used in investing activities

( 1,995 ) ( 26,428 ) ( 17,667 )

Cash flows from financing activities

Purchase of treasury stock

( 2,050 ) ( 1,585 ) ( 1,707 )

Borrowings under credit facilities

Repayments of borrowings under credit facilities

— ( 4,243 ) ( 13,074 )

Repayments of borrowings under term loan

( 560 ) ( 540 ) ( 520 )

Dividends paid

( 3,078 ) ( 3,038 ) ( 3,012 )

Contingent consideration

( 3,374 ) ( 3,555 ) —

Payments of deferred financing costs

Net cash and cash equivalents used in financing activities

( 9,062 ) ( 12,961 ) ( 8,950 )

Effect of foreign exchange rate on cash and cash equivalents

1,238 ( 871 ) 544

Net (decrease) increase in cash and cash equivalents

6,785 ( 6,517 ) 16,050

Cash and cash equivalents at beginning of period

29,778 36,295 20,245

Cash and cash equivalents at end of period

$ 36,563 $ 29,778 $ 36,295

Supplementary disclosure of cash flow information:

Income taxes paid

$ 9,939 $ 4,070 $ 5,434

Interest paid

$ 142 $ 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.

5 unchanged sentences

Climb Global Solutions, Inc.

and Subsidiaries (the “Company”), was incorporated in Delaware in 1982.

(together with its 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 also operates in Canada, the United Kingdom and other counties within 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.

42 unchanged sentences

Weighted average common shares (Basic)

4,524 4,465 4,401

Weighted average common shares including assumed conversions (Diluted)

4,524 4,465 4,401

Basic net income per share

18 unchanged sentences

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.

Cumulative translation adjustments have been classified within accumulated other comprehensive income (loss), which is a separate component of stockholders’ equity in accordance FASB ASC Topic No.

220, “Comprehensive Income”.

4 unchanged sentences

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations in credit risk consist of cash and cash equivalents.

Financial instruments that potentially subject the Company to concentrations in credit risk consist of cash and cash equivalents and accounts receivable.

The Company’s cash and cash equivalents, at times, may exceed federally insured limits.

2 unchanged sentences

The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

Accounts receivable include amounts due from customers.

The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary, but generally requires no collateral.

The Company also maintains allowances for potential credit losses.

In estimating the required allowances, the Company takes into consideration the overall quality and aging of its receivable portfolio and identified customer risks.

Financial Instruments

9 unchanged sentences

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.

At December 31, 2025 and 2024 , the Company had unamortized software development costs of $ 11.8 million, respectively, which are included in “Equipment and leasehold improvements” in the Company's Consolidated Balance Sheets, all of which relate to an internal-use software project.

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.

54 unchanged sentences

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.

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 gross basis at the point the related software license is delivered to the customer.

The Company also sells some of its products and services as part of bundled contract arrangements containing multiple deliverables, which may include a combination of products and services.

11 unchanged sentences

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.

Costs related to advertising and product promotion expenditures are charged to "Selling, general and administrative expenses" as incurred and are primarily offset by marketing reimbursements.

Net costs related to advertising and promotion expenditures were not material to the Company's Consolidated Financial Statements for any of the periods presented.

Operating Segments

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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

The Company recognized an unrealized loss of less than $ 0.1 million o n contracts outstanding as of December 31, 2025

Recently Issued Accounting Pronouncements

November 2024, the FASB issued ASU

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.

2024 - 03, “ Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

1 unchanged sentence

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.

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.

January 2025, the FASB issued ASU

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

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

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.

December 2023, the FASB issued ASU

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.

Income Taxes (Topic 740 ):

2 unchanged sentences

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.

The Company adopted ASU No.

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

Acquisition of Douglas Stewart Software & Services, LLC

4 unchanged sentences

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 .

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.

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

Intangible assets are comprised of approximatel y $ 13.6 million of vendor relationships with a weighted average amortization period of 11 years, representing the expected period of benefits.

Goodwill, which was allocated to the Distribution segment, is the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce.

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.

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 13 – 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 included approximately $ 1.7 million fair value for potential earn-out consideration if certain targets were achieved by September 30, 2025, 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 approximately $ 1.9 million, with $ 0.1 million adjustment recognized within change in fair value of acquisition contingent consideration during the year ended December 31, 2024 .

The earn-out liability was included in current liabilities as of December 31, 2024 .

During the year ended December 31, 2025 , the Company reassessed the earn-out liability with $ 1.4 million adjustment recognized within change in fair value of acquisition contingent consideration.

The ending $ 3.2 million earn-out was paid in cash during the year ended December 31, 2025 and no liability remains as of December 31, 2025 .

(in thousands)

10 unchanged sentences

Total purchase consideration

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.

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.

The Company used the income approach to value the intangible assets, representing acquired vendor relationships.

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

6 unchanged sentences

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 8 – 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.

The IDF had no outstanding balance as of December 31, 2025 and 2024 , as the Company terminated the IDF during the year ended December 31, 2024 .

During the years ended December 31, 2025 , 2024 and 2023, the Company recognized acquisition related costs o f $ 0.8 million, $ 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.

$ 480,420 $ 392,184

$ 20,735 $ 17,195

The costs incurred during the year ended December 31, 2025 relate to our continued acquisition initiatives, while the costs incurred during the year ending December 31, 2024 relate to the DSS acquisition and the costs incurred during the year ended December 31, 2023 relate to the Data Solutions acquisition.

Goodwill and Other Intangible Assets

1 unchanged sentence

The following table summarizes the changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2025 and 2024 .

Balance January 1, 2023

Balance December 31, 2023

$ 18,658 $ 8,524 $ 27,182

6 unchanged sentences

Goodwill acquired

8,401 — 8,401

Translation adjustments

15 unchanged sentences

$ 44,286 $ 7,736 $ 36,550

Customer relationships are amortized over thirteen years.

Customer relationships are amortized o ver 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.

Trade name is amortized over fifteen ye ars.

The Company recognized total amortization expense for other intangibles, net of $ 6.0 million, $ 3.4 million and $ 2.2 million d uring the years ended December 31, 2025 , 2024 and 2023, respectively.

Estimated future amortization expense of the Company’s other intangibles, net as of December 31, 2025 is as follows:

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 has entered into operating leases for office and warehouse facilities, which have terms at lease commencement that range from 1 years to 11 ye ars.

The Company determines if an arrangement is a lease at inception.

7 unchanged sentences

Cash paid for operating lease liabilities

$ 853 $ 725 $ 627

Right-of-use assets obtained in exchange for new operating lease obligations

$ 1,061 $ 1,549 $ —

Weighted-average remaining lease term (years)

Weighted-average discount rate

6.5 % 5.5 % 3.6 %

Maturities of lease liabilities as of December 31, 2025 were as follows:

8 unchanged sentences

Capitalized software

13,468 11,821

Leasehold improvements

3 unchanged sentences

$ 13,339 $ 12,853

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.

Depreciation expense relating to capitalized software, equipment, leasehold improvements and buildings, net wa s $ 1.7 million, $ 0.9 million and $ 0.6 million d uring the years ended December 31, 2025 , 2024 and 2023, respectively.

Accounts receivable – long term, net consist of the following:

13 unchanged sentences

13,933 21,564

$ 336,505 $ 370,397

Accumulated other comprehensive loss consists of the following:

11 unchanged sentences

Accruals and reserves

( 1,632 ) ( 965 )

Depreciation and amortization

8 unchanged sentences

2,498 1,471 1,372

Total current tax expense

6,693 6,920 4,841

( 941 ) ( 652 ) ( 425 )

Total deferred tax expense (benefit)

( 105 ) ( 512 ) ( 383 )

Total income tax expense (benefit)

$ 6,588 $ 6,408 $ 4,458

Effective Tax Rate

23.6 % 25.6 % 26.6 %

For financial reporting purposes, income before income taxes includes the following components:

Year ended December 31,

United States

$ 21,804 $ 20,961 $ 11,990

6,114 4,057 4,791

$ 27,918 $ 25,018 $ 16,781

The table below provides the updated requirements of ASU

Note 2 (Summary of Significant Accounting Policies—Recently Issued Accounting Pronouncements) for additional details on the adoption of ASU

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:

statutory federal income tax rate to income before income taxes for the year ended

December 31, 2025 are as follows:

Year ended December 31, 2025

Provision for income taxes at U.S.

federal statutory rate

$ 5,863 21.0 %

State and local income taxes, net of federal benefit (1)

Foreign tax effects

Effects of changes in tax laws or rates enacted in the current period

Effect of cross-border tax laws:

Foreign derived intangible income ("FDII")

Non-taxable or non-deductible items:

Stock based compensation

( 968 ) -3.5 %

Executive compensation limitation (IRC 162m)

Uncertain tax positions

( 78 ) -0.3 %

Total tax provision and effective tax rate

$ 6,588 23.6 %

State taxes in California, Florida, Illinois and Pennsylvania made up the majority (greater than 50 percent) of the tax effect in this category.

As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023 - 09, the effective income tax rate differs from the statutory federal income tax rate as follows:

Year ended December 31,

Statutory rate applied to pretax income

19 unchanged sentences

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,

United States

$ 20,961 $ 11,990

$ 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 .

The Company has approxim ately $ 11.3 million of undistributed earnings in Canada and $ 5.3 million of undistributed earnings in the United Kingdom and $ 2.2 million 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 years ended December 31, 2025 , 2024 and 2023.

During the years ended December 31, 2025 , 2024 and 2023, the Company incurred interest and penalties of zero, respectively, related to these uncertain tax benefits.

As required by ASU 2023 - 09, the total cash paid for income taxes by U.S.

federal, U.S.

state and foreign jurisdictions for the year ended December 31, 2025 is as follows:

Year ended December 31,

United Kingdom

Foreign Subtotal

Total cash paid for income taxes (net of refunds)

Credit Facilities

10 unchanged sentences

Additionally, under certain circumstances, the Company is required to maintain a minimum fixed charge coverage ratio.

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.

2 unchanged sentences

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:

As of December 31, 2025 and 2024 , the Company h ad $ 0.2 million and $ 0.8 million ou tstanding under the Term Loan, respectively.

As of December 31, 2025 , future principal payments under the Term Loan totaling $ 0.2 million are all current and due during the subsequent year ending December 31, 2026.

In connection with the acquisition of Data Solutions (See Note 3 – Acquisition), the Company acquired an IDF that was with recourse to the Company.

4 unchanged sentences

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.

The IDF had no outstanding balance as of December 31, 2025 and 2024 , as the Company terminated the IDF during the year ended December 31, 2024.

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 Omnibus Incentive Plan (the “2021 Plan”) authorizes the grant of Stock Options, Restricted Stock Units, S tock Appreciation Right s, 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.

1 unchanged sentence

As of December 31, 2025 , the number of shares of Common Stock available for future award grants to employees, officers and directors under the 2021 Plan is 163,895 .

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.

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.

During the year ended December 31, 2025 , the Company granted a total of 43,736 shares of Restricted Stock Units to officers, directors and employees.

These shares of Restricted Stock Units vest immediately, over time in three equal installments or over time in up to sixteen equal quarterly installments.

During the year ended December 31, 2025 , 16,376 s hares of Restricted Stock were forfeited as a result of officers and employees terminating employment with the Company.

During the year ended December 31, 2024 , the Company granted a total of 51,812 shares of Restricted Stock Units to officers, directors and employees.

These shares of Restricted Stock Units 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 s hares 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 Units to officers, directors and employees.

These shares of Restricted Stock Units vest immediately, over time in three equal installments or over time in up to sixteen equal quarterly installments.

There was no options activity during the year ended December 31, 2025 , 2024 and 2023, there were no options outstanding or exercisable at December 31, 2025 , 2024 and 2023, respectively, under the Company’s 2021 Plan.

Under the various plans, options that are cancelled can be reissued.

At December 31, 2025 , 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:

A summary of nonvested shares of Restricted Stock Unit awards outstanding under the Company’s 2021 Plan as of December 31, 2025 , 2024 and 2023, and changes during the years ended December 31, 2025 , 2024 and 2023 is as follows:

Average Grant

15 unchanged sentences

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.

Granted in 2025

Vested in 2025

( 74,037 ) 49.70

Forfeited in 2025

( 16,376 ) 50.27

Nonvested shares at December 31, 2025

68,033 $ 73.86

As of December 31, 2025 , there was approximatel y $ 1.4 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.

For the years ended December 31, 2025 , the Company consistently recognized share-based compensation cost of approximately $ 4.7 million, compared to $ 4.1 million in the years ended December 31, 2024 and 2023, respectively, which is included in selling, general and administrative expenses.

Defined Contribution Plan

2 unchanged sentences

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.

During the years ended December 31, 2025 , 2024 and 2023, the Company expensed approximat ely $ 1.1 million, $ 0.9 million and $ 0.5 million, respec tively, related to this plan.

Commitments and Contingencies

5 unchanged sentences

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.

As of December 31, 2024 , the Company has no standby letters of credit, has no standby repurchase obligations or other commercial commitments.

As of December 31, 2025 , the Company has n o 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.

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.

Other than employment agreements and other management compensation arrangements, the Company is not engaged in any other transactions with related parties.

Industry, Segment and Geographic Financial Information

12 unchanged sentences

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 “Distribution” segment distributes technical software to corporate resellers, VARs, consultants and systems integrators worldwide.

The “Solutions” segment is a provider of cloud solutions and value-added reseller of software, hardware and services to customers worldwide.

14 unchanged sentences

6,241 5,455 5,238

47,044 37,343 27,705

Segment Income:

$ 51,088 $ 46,404 $ 30,896

7,137 7,333 5,646

Segment Income

3 unchanged sentences

Acquisition related costs

807 2,311 629

Depreciation and amortization expense

7,728 4,269 2,798

Interest, net

2 unchanged sentences

Change in fair value of acquisition contingent consideration

1,374 3,618 —

Income before taxes

$ 27,918 $ 25,018 $ 16,781

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.

Excludes general corporate expenses including acquisition related costs, amortization and depreciation expense, interest, foreign currency transaction loss, and change in fair value of acquisition contingent consideration.

Selected Assets by Segment:

10 unchanged sentences

$ 494,348 $ 8,263 $ 502,611

Europe and United Kingdom

United Kingdom

67,852 15,253 83,105

31,275 855 32,130

33,968 703 34,671

Total net sales

9 unchanged sentences

$ 333,197 $ 8,652 $ 341,849

Europe and United Kingdom

United Kingdom

45,808 13,775 59,583

36,231 114 36,345

26,704 1,126 27,830

Total net sales

7 unchanged sentences

$ 441,940 $ 23,667 $ 465,607

December 31, 2023

$ 244,261 $ 15,425 $ 259,686

United Kingdom

41,641 10,167 51,808

15,612 — 15,612

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

Includes net sales from third -party hardware and software products.

3 unchanged sentences

$ 266,238 $ 278,957

United Kingdom

125,191 112,720

Europe and United Kingdom

37,031 43,150

31,773 34,352

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.

$ 460,233 $ 469,179

For the year ended December 31, 2025 , the Company had two customers that accounted for 24 % and 13 %, resp ectively, of consolidated net sales and as of December 31, 2025 , 15 % and 8 %, re spectively, of total net accounts receivable.

For the year ended December 31, 2025 , the Company ha d no major ve ndors.

These customers and vendors are all in the Company's Distribution segment.

For the year ended December 31, 2024 , the Company h ad three customers that accounted for 18 %, 14 %, and 11 %, res pectively, of consolidated net sales and as of December 31, 2024 , 12 %, 6 % and 19 %, r espectively, of total net accounts receivable.

For the year ended December 31, 2024 , the Compa ny 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.

1 unchanged sentence

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.

Our top five customers accounted for 55 %, 54 % and 51 % o f consolidated net sales for the years ended December 31, 2025 , 2024 and 2023, respectively.

Fair Value Measurements

9 unchanged sentences

As of December 31, 2025

Treasury bills

$ — $ — $ — $ —

Contingent earn-out

3 unchanged sentences

As of December 31, 2024

Treasury bills

$ 5,096 $ — $ — $ 5,096

Contingent earn-out

11 unchanged sentences

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

Data Solutions acquisition - contingent earn-out

Translation adjustments

Balance December 31, 2023

4 unchanged sentences

Balance December 31, 2024

Contingent earn-out paid

Change in fair value of acquisition contingent consideration

Discount on escrow

Translation adjustments

Balance December 31, 2025

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.

On February 24, 2026, the Company entered into a Share Purchase Agreement (the “Interworks Purchase Agreement”) and purchased one hundred percent of the issued and outstanding share capital of Interworks Single Member SA (“Interworks”), a Greek société anonyme, from Infiterra Holding Limited, a company incorporated in Cyprus, for an aggregate purchase price of approximately €8.0 million (subject to certain adjustments).

Interworks is a Greece-based cloud distributor serving reseller markets across Southeastern Europe, including Greece, Malta, Cyprus, Bulgaria, and other regional markets.

Interworks serves over 600 cloud reseller and managed service provider relationships, and carefully selected vendor partners.

The Interworks Purchase Agreement contains customary representations, warranties, covenants and indemnities.

Due to the timing of the closing of the acquisition subsequent to the end of the reporting period, the acquisition is subject to post-closing adjustments and the purchase price allocation is not yet complete.

Climb Global Solutions, Inc.

10 unchanged sentences

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 9A. Controls and Procedures