Climb Global Solutions, Inc. 10-Q

Item 5. Other Information ​ During the three months ended March 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. 33 Table of Contents ​ Item 6. Exhibits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incorporated by Reference Exhibit No. Description of Exhibit Form Exhibit or Annex Filing Date File Number ​ ​ ​ ​ ​ ​ ​ 3.1 Form of Amended and Restated Certificate of Incorporation of the Company. S-1 3.1 May 30, 1995 July 7, 1995 July 18, 1995 333-92810 ​ ​ ​ ​ ​ ​ 3.1(a) Certificate of Amendment of Restated Certificate of Incorporation of the Company. 10-Q 3.1(a) November 3, 2006 000-26408 ​ ​ ​ ​ ​ ​ 3.1(b) Certificate of Amendment of Restated Certificate of Information of the Company. 8-K 3.1 October 27, 2022 000-26408 ​ ​ ​ ​ ​ ​ 3.2 Amended and Restated Bylaws of the Company . 8-K 3.1 December 8, 2022 000-26408 ​ ​ ​ ​ ​ ​ 18.1 Letter from BDO US, PC, dated March 7, 2024 8-K 16.1 March 11, 2024 000-26408 ​ ​ ​ ​ ​ ​ 31.1 Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, of Dale Foster, the Chief Executive Officer (principal executive officer) of the Company (filed herewith). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.2 Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, of Andrew Clark, the Vice President and Chief Financial Officer (principal financial officer) of the Company (filed herewith). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.3 Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, of Matthew Sullivan, the Vice President and Chief Accounting Officer (principal accounting officer) of the Company (filed herewith). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Dale Foster, the Chief Executive Officer (principal executive officer) of the Company (filed herewith). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Andrew Clark, the Vice President and Chief Financial Officer (principal financial officer) of the Company (filed herewith). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Matthew Sullivan, the Vice President and Chief Accounting Officer (principal accounting officer) of the Company (filed herewith). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101 The following financial information from Climb Global Solutions, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 2, 2023, formatted in Inline XBRL (Extensible Business Reporting Language) includes: (1) Condensed Consolidated Balance Sheets, (2) Condensed Consolidated Statements of Income, (3) Condensed Consolidated Statements of Stockholders’ Equity, (4) Condensed Consolidated Statements of Comprehensive Income, (5) Condensed Consolidated Statements of Cash Flows, and (6) the Notes to the Unaudited Condensed Consolidated Financial Statements. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 104 Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 34 Table of Contents ​ SIGNATURES ​ Pursuant to the requirements 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. ​ ​ ​ ​ CLIMB GLOBAL SOLUTIONS, INC ​ ​ ​ ​ May 2, 2024 ​ By: /s/ Dale Foster Date ​ ​ Dale Foster, Chief Executive Officer (Principal Executive Officer) ​ ​ ​ ​ ​ ​ ​ ​ May 2, 2024 ​ By: /s/ Andrew Clark Date ​ ​ Andrew Clark, Vice President and Chief Financial Officer (Principal Financial Officer) ​ ​ ​ ​ ​ ​ ​ ​ May 2, 2024 ​ By: /s/ Matthew Sullivan Date ​ ​ Matthew Sullivan, Vice President and Chief Accounting Officer (Principal Accounting Officer) ​ ​ ​ 35