UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

CLIMB GLOBAL SOLUTIONS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

CLIMB GLOBAL SOLUTIONS, INC.

4 Industrial Way West, 3rd Floor

Eatontown, New Jersey 07724

MESSAGE FROM THE BOARD OF DIRECTORS

Dear Climb Global Solutions Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Meeting”) of Climb Global Solutions, Inc., a Delaware corporation (“Climb” or the “Company”), which is scheduled to be held on June 2, 2026 at 10:00 a.m., Eastern Daylight Time, and any postponements or adjournments thereof. This year’s Meeting will be a virtual meeting of stockholders, conducted via live audio webcast. We believe that hosting a virtual meeting promotes stockholder participation regardless of location while reducing costs to our stockholders and the Company. You will be able to attend the Meeting and submit questions and vote during the Meeting via live audio webcast: www.virtualshareholdermeeting.com/CLMB2026.

Your Chair,

John McCarthy

The accompanying Notice of Annual Meeting of Stockholders and proxy statement are first being made available to stockholders beginning April 24, 2026.

CLIMB GLOBAL SOLUTIONS, INC.

4 Industrial Way West, 3^rd Floor

Eatontown, New Jersey 07724

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 2, 2026

Dear Stockholders:

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Meeting”) of Climb Global Solutions, Inc., a Delaware corporation (the “Company”), is scheduled to be held on June 2, 2026 at 10:00 a.m., Eastern Daylight Time, via live audio webcast, for the following purposes, which are more fully described in the accompanying proxy statement:

1.	To vote upon the election of four directors to the Company’s Board of Directors (the “Board”), each to serve until the 2027 Annual Meeting of Stockholders and until their successor is duly elected and qualified (Proposal 1);

2.	To vote upon a non-binding, advisory resolution to approve the executive compensation of the Company’s named executive officers, as described in the accompanying proxy statement (Proposal 2);

3.	To vote upon the approval of the Amended and Restated Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan, as described in the accompanying proxy statement (Proposal 3);

4.	To vote upon the ratification of the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 4); and

5.	To transact such other business as may properly come before the Meeting and any postponement or adjournment thereof.

The Board recommends a vote “FOR” the election of each of the Company’s four nominees for directors named in the accompanying proxy statement and a vote “FOR” each of Proposal 2, 3 and 4.

You will be able to attend the Meeting, vote your shares electronically and submit your questions during the meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/CLMB2026. In order to participate and vote at the Meeting (and to be considered present in person), you must enter the 16-digit voting control number found on your proxy card, voting instruction form or notice that you received previously. If you do not have your control number, you may elect to participate in the Meeting as a “Guest”, but you will not have access to vote your shares or ask questions during the virtual Meeting. You will not be able to physically attend the Meeting.

The close of business on April 6, 2026, has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the Meeting and any postponement or adjournment thereof. A list of these stockholders will be open for examination by any stockholder, for any purpose germane to the meeting, for a period of 10 calendar days ending on the day before the date of the Meeting at our principal executive offices, located at 4 Industrial Way West, 3rd Floor, Eatontown, New Jersey 07724, between the hours of 9:00 a.m. and 4:00 p.m. Eastern Time, and electronically during the Meeting at www.virtualshareholdermeeting.com/CLMB2026 when you enter your control number. The Meeting may be adjourned from time to time. At any adjourned meeting, action with respect to matters specified in this notice may be taken without further notice to stockholders, unless required by law or the Company’s Amended and Restated Bylaws (the “Bylaws”).

Whether or not you expect to attend the Meeting, we encourage you to submit your proxy as soon as possible using one of three convenient methods by (i) accessing the Internet site described on your proxy card or voting instruction form provided to you, (ii) calling the toll-free number in your proxy card or voting instruction form provided to you, or (iii) completing, signing, dating and returning the enclosed proxy card promptly in the accompanying envelope, which requires no postage if mailed in the United States, or voting instruction form provided to you. If your shares are held in street name, you will receive a voting instruction form from the holder of record. Regardless of the number of shares that you own, your vote is important. Thank you for your continued support, interest, and investment in the Company.


			By Order of the Board of Directors,

			/s/ John McCarthy
			Chairman

			April 24, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING TO BE HELD ON JUNE 2, 2026.

The accompanying proxy statement, the accompanying proxy card, and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available free of charge at www.proxyvote.com. Information on this website, other than this proxy statement, is not a part of this proxy statement.

********************

The accompanying proxy statement provides a detailed description of the business to be conducted at the Meeting. We urge you to read the accompanying proxy statement carefully and in its entirety.

CLIMB GLOBAL SOLUTIONS, INC.

4 Industrial Way West, 3rd Floor

Eatontown, New Jersey 07724

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Climb Global Solutions, Inc., a Delaware corporation (the “Company”), of proxies to be voted at the Annual Meeting of Stockholders (the “Meeting”) to be held on June 2, 2026 at 10:00 a.m., Eastern Daylight Time, and at any postponements or adjournments thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. You will be able to attend the Meeting, vote your shares electronically and submit your questions during the meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/CLMB2026. In order to participate in the Meeting, you must enter the 16-digit voting control number found on your proxy card, voting instruction form or notice that you received previously. If you do not have your control number, you may elect to participate in the Meeting as a “Guest”, but you will not have access to vote your shares or ask questions during the virtual Meeting.

The approximate date on which this proxy statement and the accompanying proxy card is first being made available to the Company’s stockholders is April 24, 2026.

On March 20, 2026, the Company effected a four-for-one forward stock split of our issued Common Stock (the “Stock Split”) and a proportionate increase in the number of shares of the Company’s authorized Common Stock from 10,000,000 to 40,000,000. Shares began trading on a split-adjusted basis on March 23, 2026. All share and per share information throughout this proxy statement has been retroactively adjusted to reflect the Stock Split.

QUESTIONS AND ANSWERS ABOUT THE MEETING

Why am I receiving this proxy statement?

The Board is soliciting your proxy vote for the Meeting because you owned shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at the close of business on April 6, 2026 (the “Record Date”) for the Meeting, and therefore, are entitled to vote at the Meeting on the following proposals:

•	Proposal 1: The election of the four directors to serve on the Board, each until the 2027 Annual Meeting of Stockholders and until their successor is duly elected and qualified;

•	Proposal 2: The approval of a non-binding advisory resolution to approve the compensation of the Company’s named executive officers, as described in this proxy statement;

•	Proposal 3: The approval of the Amended and Restated Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan;

•	Proposal 4: The ratification of the appointment of Deloitte & Touche, LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

•	Stockholders may also consider and take action upon such other matters as may properly come before the Meeting and any postponement or adjournment thereof.

THE BOARD RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE BOARD’S NOMINEES

ON PROPOSAL 1, “FOR” PROPOSAL 2, “FOR” PROPOSAL 3 AND “FOR” PROPOSAL 4.

When and where will the Meeting be held?

The Meeting is scheduled to be held on June 2, 2026, at 10:00 a.m., Eastern Daylight Time. The Meeting will be held exclusively online via live webcast. We are continuing with a virtual format for our Meeting by leveraging the latest technology to provide expanded access, while remaining committed to ensuring that our stockholders will be afforded the same rights and opportunities to participate in the virtual meeting as they would at an in-person meeting. The virtual format allows stockholders to participate in more public company annual meetings from any location around the world, at no cost to them. While you will not be able to attend the Meeting at a physical location, as a stockholder of the Company, you will be able to attend the Meeting online, vote your shares electronically and submit questions during the Meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/CLMB2026. You must enter the 16-digit voting control number found on your proxy card, voting instruction form or notice that you received previously. If you do not have your control number, you may elect to participate in the Meeting as a “Guest”, but you will not have access to vote your shares or ask questions during the virtual Meeting.

Who is soliciting my vote?

The Board, on behalf of the Company, is soliciting your proxy to vote your shares of Common Stock on all matters scheduled to come before the Meeting, and at any adjournment or postponement of the Meeting, whether or not you attend the Meeting. By completing, signing, dating, and returning the proxy card or voting instruction form, or by submitting your proxy and voting instructions over the Internet or by telephone, you are authorizing the persons named as proxies to vote your shares of Common Stock at the Meeting as you have instructed.

You may also be solicited by press releases issued by us, postings on our corporate website or other websites or otherwise. Unless expressly indicated otherwise, information contained on our corporate website is not part of this proxy statement. In addition, none of the information on the other websites, if any, listed in this proxy statement is part of this proxy statement. Such website addresses are intended to be inactive textual references only.

What are the Board’s recommendations?

Our Board recommends that you vote by proxy with respect to the proposals as follows:

•	“FOR” the election of John McCarthy, Andy Bryant, Dale Foster and Paul Giovacchini to serve on the Board, each until the 2027 Annual Meeting of Stockholders and until their successor is duly elected and qualified;

•	“FOR” the non-binding advisory resolution to approve the compensation of the Company’s named executive officers, as described in this proxy statement;

•	“FOR” the approval of the Amended and Restated Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan; and

•	“FOR” the ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Who is entitled to vote at the Meeting?

The Board has set the close of business on April 6, 2026 as the Record Date for the Meeting. You are entitled to notice and to vote if you were a stockholder of record of Common Stock, as of the close of business on the Record Date. You are entitled to one vote on each proposal for each share of Common Stock you held as of the Record Date. Your shares of Common Stock may be voted at the Meeting only if you are present in person or your shares are represented by a valid proxy. At the close of business on the Record Date, there were 18,468,068 shares of our Common Stock issued, outstanding and entitled to vote at the Meeting.

What is the difference between a stockholder of “record” and a “street name” holder?

If your shares of Common Stock are registered directly in your name, you are considered the stockholder of record with respect to such shares. The Company sent the proxy materials directly to you. The proxy card accompanying this proxy statement will provide information regarding internet and telephone voting for record holders.

If your shares of Common Stock are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be the stockholder of record with respect to such shares. You are considered to be the beneficial owner of such shares and such shares are said to be held in “street name,” and the proxy materials are being forwarded to you by that organization. Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares. If you hold your shares in “street name,” please instruct your bank, broker, trust or other nominee how to vote your shares using the voting instruction form provided by your bank, broker, trust or other nominee so that your vote can be counted. The voting instruction form provided by your bank, broker or other nominee may also include information about how to submit your voting instructions over the Internet or by telephone, if such options are available.

What constitutes a quorum?

Our Bylaws provide that the presence in person or by proxy of holders of a majority of the voting power of the outstanding capital stock of the Company entitled to vote at the Meeting constitutes a quorum, which is required to hold and conduct business at the Meeting. Shares are counted as present at the Meeting if:

•	you are present in person at the Meeting; or

•	your shares are represented by a properly authorized and submitted proxy (submitted over the Internet, by telephone or by mail).

If you are a record holder and you submit your proxy, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the Meeting for the purpose of determining a quorum. If your shares are held in “street name,” your shares are counted as present for purposes of determining a quorum if you provide voting instructions to your broker, bank, trust or other nominee and such broker, bank, trust or other nominee submits a proxy covering your shares. Broker non-votes (as described below) also count as present for purposes of determining a quorum. In the absence of a quorum or for any other reason, the Meeting may be adjourned, from time to time, by the chairman of the meeting or the Chair of our Board (“Board Chair”). Additionally, in the absence of a quorum, the Meeting may be adjourned, from time to time, by a majority vote of the stockholders present in person or represented by proxy and entitled to vote. If the adjournment is not for more than thirty days, the adjourned Meeting may be held without any notice other than an announcement at the Meeting.

How do I attend and vote at the Meeting?

You will be able to attend the Meeting and vote and submit questions during the Meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/CLMB2026. In order to be considered present at the Meeting and vote your shares, you must enter the 16-digit voting control number found on your proxy card, voting instruction form or notice that you received previously. If you do not have your control number, you may elect to participate in the Meeting as a “Guest”, but you will not have access to vote your shares or ask questions during the virtual Meeting.

Online access to the audio webcast will open approximately 15 minutes prior to the start of the Meeting to allow time for you to log in and test the computer audio system. We encourage our stockholders to access the Meeting prior to the start time. If you encounter any difficulties accessing or hearing the Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Meeting log-in page.

How do I submit a question at the Meeting?

As part of the Meeting, we will hold a live Q&A session, during which we intend to answer appropriate questions submitted by stockholders during the Meeting that are pertinent to the Company and the Meeting matters.

Stockholders may submit questions during the Meeting using the “Ask a Question” field on the virtual Meeting website. You will need to log in to www.virtualshareholdermeeting.com/CLMB2026 with your 16-digit control number found on your proxy card, voting instruction form or notice that you received previously to submit a question.

Only stockholders that have accessed the Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “How do I attend and vote at the Meeting?” will be permitted to submit questions during the Meeting. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things:

•	irrelevant to the business of the Company or to the business of the Meeting;

•	related to material non-public information of the Company, including the status or results of our business since our last Annual Report on Form 10-K;

•	related to any pending, threatened or ongoing litigation;

•	related to personal grievances;

•	derogatory references to individuals or that are otherwise in bad taste;

•	substantially repetitious of questions already made at the Meeting;

•	in furtherance of only a certain stockholder’s personal or business interests; or

•	out of order or not otherwise suitable for the conduct of the Meeting as determined by the chairman of the meeting or Secretary in their reasonable judgment.

How do I vote my shares without attending the Meeting?

The process for voting your shares depends on how your Common Stock is held. Generally, you may hold Common Stock in your name as a “stockholder of record” or in an account with a broker, bank, trust or other nominee (i.e., in “street name”). If your shares are registered in your name, you may vote your shares in person at the Meeting or by proxy whether or not you attend the Meeting.

You may also vote using any of the following methods:

•

By Internet — Stockholders of record may submit proxies over the Internet at www.proxyvote.com, as described in the Internet voting instructions on the proxy card. Most stockholders who hold shares beneficially in street name may provide voting instructions by accessing the website specified on the voting instruction forms provided by their brokers, banks, trusts or nominees. Please check the voting instruction form for Internet voting availability.

•

By Telephone — Stockholders of record may submit proxies by telephone by calling (866) 414-9273 if in the United States or Canada, as described in the telephone voting instructions on their proxy cards. Most stockholders who hold shares beneficially in street name and live in the United States or Canada may provide voting instructions by telephone by calling the number specified on the voting instruction forms provided by their brokers, banks, trusts or nominees. Please check the voting instruction form for telephone voting availability.

•

By Mail — Stockholders of record may submit proxies by completing, signing and dating the proxy cards and mailing them in the accompanying pre-addressed envelopes. Stockholders who hold shares beneficially in street name may provide voting instructions by mail by completing, signing and dating the voting instruction forms provided by their brokers, banks, trusts or other nominees and mailing them in the accompanying pre-addressed envelopes.

Even if you plan to attend the Meeting, we recommend that you also submit your proxy or voting instructions by Internet, telephone or mail so that your vote will be counted if you later decide not to attend the Meeting. The Internet and telephone voting facilities will close at 11:59 p.m. Eastern Daylight Time on June 1, 2026. Stockholders who submit a proxy by Internet or telephone need not return a proxy card or the form forwarded by your broker, bank, trust or other holder of record by mail.

How can I change my vote or revoke my proxy?

As a stockholder of record, if you submit a proxy, you may revoke that proxy at any time before your shares are voted at the Meeting. Stockholders of record may revoke a proxy prior to the Meeting by (i) delivering a written notice of revocation that is dated later than the date of your proxy to the attention of the Corporate Secretary at our offices at 4 Industrial Way West, 3rd Floor, Eatontown, New Jersey 07724, (ii) signing and delivering a later-dated proxy over the Internet, by telephone or by mail, that we receive no later than 11:59 p.m. Eastern Daylight Time on June 1, 2026 or (iii) attending and voting at the Meeting. Attendance at the Meeting will not, by itself, revoke a proxy.

If your shares are held in the name of a broker, bank, trust, or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust, or other nominee.

How will my shares be voted?

Stockholders of record as of the close of business on the Record Date, are entitled to one vote for each share of Common Stock held on each matter to be voted upon at the Meeting. All shares entitled to vote and represented by properly submitted proxies received before the polls are closed at the Meeting, and not revoked or superseded, will be voted at the Meeting in accordance with the instructions indicated on those proxies. If you return a validly executed proxy card without indicating how your shares should be voted on a matter and you do not revoke your proxy, your proxy will be voted: “FOR” the election of the four Board nominees (Proposal 1); “FOR” the non-binding, advisory resolution approving the compensation of the Company’s named executive officers (Proposal 2); “FOR” the approval of the Amended and Restated Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan (Proposal 3); and “FOR” the ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 4). Validly executed proxy cards will be voted in the discretion of the proxy holders with respect to any other matters that may properly come before the Meeting.

What is discretionary voting? What is a broker non-vote?

A broker non-vote occurs when the broker is unable to vote on a proposal because the proposal is not routine and the stockholder who owns the shares in “street name” has not provided any voting instructions to the broker on that matter. The New York Stock Exchange (“NYSE”) rules determine whether proposals are routine or not routine. If a proposal is routine, a broker holding shares for an owner in street name may vote on the proposal without voting instructions. Proposal 1, Proposal 2 and Proposal 3 are considered non-discretionary matters, and a broker lacks the authority to vote uninstructed shares at their discretion on such proposals. Proposal 4 is considered a discretionary matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on the proposal. If your shares are held in street name, please follow the voting instructions that you receive from that institution. The institution will not be able to vote your shares on any of the proposals except the ratification of the appointment of Deloitte unless you have provided voting instructions. Broker non-votes are not treated as entitled to vote for all other matters proposed for a vote at the meeting, so they will have no effect on those matters.

What is the effect of abstentions and broker non-votes on voting?

Abstentions and broker non-votes will be counted as present at the Meeting for the purpose of determining a quorum. Because the election of each director nominee will require a plurality of the shares of Common Stock present in person or represented by proxy entitled to vote at the Meeting, “withhold” votes have no effect on the outcome of Proposal 1. Abstentions may not be specified with respect to Proposal 1. To approve the advisory vote on the compensation of the Company’s named executive officers, the approval of the Amended and Restated Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan and to ratify the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending 2026, if a quorum is present, the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the Meeting and entitled to vote is required for approval. As a result, abstention votes will have the same effect as a vote against such matters. Broker non-votes are not treated as entitled to vote on Proposals 1, 2 and 3, so they will have no effect on those matters. Proposal 4 is considered a discretionary matter, and we do not expect there will be broker non-votes on this proposal.

Could other matters be decided at the Meeting?

We do not expect any other items of business will be presented for consideration at the Meeting other than those described in this proxy statement. However, by completing, signing, dating, and returning the proxy card or submitting your proxy or voting instructions over the Internet or by telephone, you will give to the persons named as proxies discretionary voting authority with respect to any matter that may properly come before the Meeting.

Who will count the votes?

All votes will be tabulated as required by Delaware law, the state of our incorporation, by the inspector of election appointed for the Meeting in accordance with our Bylaws, who will separately tabulate affirmative and negative votes, abstentions, and broker non-votes.

When will the voting results be announced?

The final voting results will be reported in a Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission (the “SEC”) within four business days after the Meeting. If our final voting results are not available within four business days after the Meeting, we will file a Current Report on Form 8-K reporting the preliminary voting results and subsequently file the final voting results in an amendment to the Current Report on Form 8-K within four business days after the final voting results are known to us.

What vote is required with respect to the proposals?

Election of Directors. Pursuant to our Bylaws, the affirmative vote of a plurality of the shares of Common Stock present in person or represented by proxy and entitled to vote at the Meeting is necessary for the election of directors under Proposal 1 at the Meeting. This means that the nominees receiving the highest number of “FOR” votes of the shares entitled to be voted in the election of directors will be elected. You may vote “FOR ALL” all Board nominees, “WITHHOLD ALL” your vote as to all Board nominees, or “FOR ALL EXCEPT” one or more specific nominees from whom you “WITHHOLD” your vote. There is no “against” option. Shares voting “WITHHOLD” are counted for purposes of determining a quorum. However, if you withhold authority to vote with respect to the election of any or all of the nominees, your shares will not be voted with respect to those nominees indicated and your shares will have the

same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director, because directors are elected by plurality voting. Therefore, “WITHHOLD” votes will not affect the outcome of Proposal 1. Brokers do not have discretionary authority to vote on the election of directors. Broker non-votes will have no effect on the outcome of Proposal 1. Shares may not be voted for more than the number of director nominees listed on the submitted proxy card and stockholders may not cumulate votes.

Non-binding Resolution to Approve Compensation for Named Executive Officers. The approval of a non-binding, advisory resolution approving the compensation of the Company’s named executive officers requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the Meeting and entitled to vote. You may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “ABSTAIN” from voting on Proposal 2, the abstention will have the same effect as an “AGAINST” vote. Broker non-votes will have no effect on the outcome of Proposal 2. While the vote on Proposal 2 is advisory and will not be binding on the Company or the Board, the Board will review the results of the voting on this proposal and take it into consideration when making future decisions regarding executive compensation as we have done in this and previous years.

Approval of the Amended and Restated Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan. The approval of the Amended and Restated Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the Meeting and entitled to vote. You may vote “FOR,” “AGAINST” or “ABSTAIN”. If you “ABSTAIN” from voting on Proposal 3, the abstention will have the same effect as an “AGAINST” vote. Broker non-votes will have no effect on the outcome of Proposal 3.

Ratification of Auditors. The ratification of the appointment of Deloitte requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the Meeting and entitled to vote. You may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “ABSTAIN” from voting on Proposal 4, the abstention will have the same effect as an “AGAINST” vote. Proposal 4 is considered a discretionary matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on the proposal.

Who will pay for the solicitation of proxies?

The Company will bear the entire cost of solicitation of proxies, including preparation, assembly and mailing of this proxy statement, the proxy card, the Notice of Annual Meeting of Stockholders, and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of our Common Stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners for their costs of forwarding the solicitation materials to the beneficial owners. Proxies may be solicited by telephone, facsimile, electronic mail or personal solicitation. Our directors, officers, and employees may also solicit proxies for no additional compensation.

Do I have appraisal or dissenters’ rights?

None of the applicable Delaware law, our Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), nor our Bylaws, provide for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals set forth in this proxy statement. Accordingly, you will have no right to dissent and obtain payment for your shares in connection with such proposals.

CORPORATE GOVERNANCE

Role of the Board of Directors

In accordance with the General Corporation Law of the State of Delaware and our Certificate of Incorporation and Bylaws, our business, property and affairs are managed under the direction of the Board. Although our non-employee directors are not involved in our day-to-day operating details, they are kept informed of our business through written reports and documents provided to them regularly, as well as by operating, financial and other reports presented by our officers at meetings of the Board and committees of the Board.

Our Board believes that the purpose of corporate governance is to ensure that we maximize stockholder value in a manner consistent with legal requirements and the highest standards of integrity consistent with our fiduciary responsibilities. The following section provides an overview of the Company’s corporate governance structure, including key governance documents that guide the Board and management in the performance of their duties.

Corporate Governance Highlights

The Board and management regularly review best practices in corporate governance and are committed to a structure that fosters principled actions, informed and effective decision-making, and appropriate monitoring of compliance and performance. The Company’s current practices are highlighted below:


Stockholders Rights		Structural Protections
✔	Annual Election of All Directors	✔	3 of 4 Director Nominees are Independent
✔	Annual Say-on-Pay Voting	✔	Executive Sessions without Management
✔	No Stockholder Rights Plan (Poison Pill)	✔	Board and Committee Risk Oversight
✔	Stockholder Right to Amend Bylaws	✔	Anti-Hedging and Anti-Pledging Policies
✔	Active Stockholder Engagement Efforts	✔	Fully Independent Board Committees
✔	Code of Ethics and Business Conduct and Anti-Corruption, applicable to all directors, officers and employees	✔	Clawback Policy for the Recovery of any Erroneously Received Executive Compensation
✔		✔	Stock Ownership Requirements for Executive Officers and Non-Employee Directors

The Company places significant importance on corporate governance and business ethics. The Board is composed of independent directors, other than the CEO, with diverse backgrounds who bring a wealth of knowledge and business experience to the Company.

The Company is committed to fostering an effective risk management environment to serve the interests of the Company, its customers, and its stockholders. The Board has adopted the Code of Ethics and Business Conduct and Anti-Corruption Policies to make clear its expectation for the conduct of our directors, officers and employees.

Board Leadership Structure

The Board believes it is appropriate to separate the roles of Chief Executive Officer (“CEO”) and Board Chair as a result of the demands of and differences between each role. John McCarthy serves as the Board Chair. Dale Foster serves as our CEO and as a member of our Board. Our Board believes that this leadership structure provides the most efficient and effective leadership model for our Company by enhancing the ability of the Board Chair and CEO to provide clear insight and direction of business strategies and plans to both the Board and management. Separating the CEO and Board Chair roles allows us to efficiently develop and implement corporate strategy that is consistent with the Board’s governance and oversight role, while facilitating strong day-to-day executive leadership.

The duties and responsibilities of our Board Chair include: (i) chairing Board meetings, including presiding over all executive sessions of the Board (without management present) at regularly scheduled Board meetings; (ii) consulting with the CEO on such other matters as are pertinent to the Board and the Company; (iii) working with management to determine the information and materials provided to Board members; (iv) creating Board meeting schedules, agenda and other information provided to the Board; (v) the authority to call meetings of the independent directors; (vi) serving as principal liaison between the independent directors and the CEO and between the independent directors and senior management; and (vii) being available for direct communication and consultation with stockholders upon request. Our CEO is responsible for setting the strategic direction for the Company, with guidance

from the Board. The CEO is also responsible for the day-to-day leadership and performance of the Company, while the Board Chair provides guidance to the CEO, sets the agenda for Board meetings and presides over meetings of the full Board.

Another key component of our leadership structure is our strong governance practices designed to ensure that the Board effectively carries out its responsibility for the oversight of management. All of our directors, except Mr. Foster, are independent, and all Board committees are comprised entirely of independent directors. Our independent directors meet at each Board meeting in regularly scheduled executive sessions (not less than twice per year) and may schedule additional executive sessions as appropriate. Members of management do not attend these executive sessions. The Board has full access to the management team at all times. In addition, the Board or any committee thereof may retain, on such terms as determined by the Board or such committee, as applicable, in its sole discretion, independent legal, financial and other consultants and advisors to assist the Board or committee, as applicable, in discharging its oversight responsibilities.

Board Oversight of Risk Management

Our Board believes that overseeing how management manages the various risks we face is one of its most important responsibilities to the Company’s stakeholders. The Board believes that, in light of the interrelated nature of the Company’s risks, oversight of risk management is the responsibility of the full Board. In carrying out this critical duty, the Board meets regularly with key members of management holding primary responsibility for management of risk in their respective areas.

The Audit Committee oversees the Company’s enterprise risk management framework, including risks relating to financial reporting, operational performance, regulatory compliance, cybersecurity, data privacy, and other emerging risks. As part of this oversight, the Audit Committee periodically reviews and discusses with management the Company’s major risk exposures and the policies and procedures in place to monitor and mitigate such risks. The Audit Committee also reviews internal controls related to information technology and cybersecurity and receives reports on the Company’s incident response plans, including any significant cybersecurity events or data breaches and the associated remediation efforts.

Meetings of the Board of Directors

The Board met seventeen times in 2025. Each of the directors attended at least 75% of the aggregate of all meetings held by the Board and meetings of each committee of the Board on which such director served during 2025.

Communication with the Board of Directors; Director Attendance at Annual Meetings

Stockholders may communicate with a member or members of the Board by addressing their correspondence to the Board member or members c/o the Corporate Secretary, Climb Global Solutions, Inc., 4 Industrial Way West, 3rd Floor, Eatontown, New Jersey 07724. Our Corporate Secretary will review the correspondence and forward it to the chair of the appropriate committee or to any individual director or directors to whom the communication is directed, unless the communication is unduly hostile, threatening, or illegal, does not reasonably relate to the Company or our business, or is similarly inappropriate. Our Corporate Secretary has the authority to discard or disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications.

Recognizing that director attendance at our annual meetings can provide our stockholders with a valuable opportunity to communicate with Board members about issues affecting our Company, we encourage our directors to attend each annual meeting of stockholders. All of the directors then serving on the Board attended last year’s annual meeting of stockholders.

Director Independence

The Board has determined that the following directors are independent under the NASDAQ listing standards: Messrs. Bryant, McCarthy and Giovacchini and Ms. Gold.

Committees of the Board of Directors

The Board has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee (each, a “Committee” and collectively, the “Committees”).

Audit Committee. The Board has an Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee: (i) monitors the integrity of the Company’s financial statements, financial reporting process and internal controls regarding finance, accounting and legal compliance; monitors the independence and performance of our independent registered public accounting firm; (ii) provides an avenue of communication among the independent registered public accounting firm, management, and our outsourced internal auditors, and our Board; and (iii) oversees the Company’s enterprise risk management framework, including risks relating to financial reporting, operational performance, regulatory compliance, cybersecurity, data privacy, and other emerging risks. The current members of the Audit Committee are Messrs. Bryant (Chair), McCarthy and Giovacchini, each of whom is independent as defined by the NASDAQ listing standards and applicable SEC rules. The Board has determined that Mr. Bryant meets the criteria as an “audit committee financial expert” as defined in applicable SEC rules. The Audit Committee met four times during 2025.

The Audit Committee operates under a written charter adopted by the Board. A copy of the charter is available on our website at https://www.climbglobalsolutions.com/investors/ in the Governance Documents section under the Governance tab.

Compensation Committee. The Compensation Committee charter provides that the Compensation Committee shall be comprised of no fewer than two members. Further, the Compensation Committee charter details the principal functions of the Compensation Committee, including: (i) reviewing and approving the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and based on such evaluation recommending the compensation of our Chief Executive Officer to the independent members of the Board for consideration; (ii) recommending the compensation of the other executive officers to the Board for consideration; (iii) reviewing and recommending to the Board (or, with respect to the CEO, the independent members of the Board) for approval the following as they affect the executive officers: employment and severance arrangements and change in control provisions affecting any elements of compensation and benefits; (iv) making recommendations to the Board with respect to cash incentive compensation plans and equity-based plans and to perform such duties and responsibilities as may be assigned to the Committee under the terms of such plans; (v) reviewing and recommending the compensation of the Company’s non-employee directors to the Board for consideration; and (vi) assisting management in complying with our proxy statement and annual report disclosure requirements. Under its charter, the Compensation Committee may retain independent consultants and advisors (such independence to be determined pursuant to Nasdaq Listing Rules) to advise the committee on compensation issues requiring outside expertise. The current members of the Compensation Committee are Mr. Giovacchini (Chair), McCarthy and Ms. Gold, each of whom is independent as defined by the NASDAQ listing standards. Ms. Gold is not standing for re-election, and her term will end at the Meeting. The Compensation Committee met two times during 2025.

The Compensation Committee operates under a written charter adopted by the Board, a copy of which is available on our website at https://www.climbglobalsolutions.com/investors/ in the Governance Documents section under the Governance tab.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee charter provides that the Nominating and Corporate Governance Committee shall be comprised of no fewer than three members. The Nominating and Corporate Governance Committee identifies individuals qualified to become Board members and recommends to the Board director nominees for election at the next Annual Meeting of Stockholders or to fill vacancies on the Board. The Nominating and Corporate Governance Committee also oversees the Company’s corporate governance practices and procedures, and ensures the Board has a formal succession plan for executive management. Currently, the members of the Nominating and Corporate Governance Committee are Ms. Gold (Chair) and Messrs. Bryant and McCarthy each of whom is independent as defined by the NASDAQ listing standards. Ms. Gold is not standing for re-election, and her term will end at the Meeting. The Nominating and Corporate Governance Committee met two times during 2025.

The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board. The Nominating and Corporate Governance Committee charter is available in the Governance Documents section under the Governance tab of our website at https://www.climbglobalsolutions.com/investors.

Director Nominations

Nominees may be recommended by directors, members of management, or, in some cases, by a third-party firm. In identifying and considering candidates for nomination to the Board, the Nominating and Corporate Governance Committee considers, in addition to the requirements described below and set out in its charter, quality of experience,

our needs and the range of knowledge, experience and diversity represented on the Board. Each director candidate will be evaluated by the Nominating and Corporate Governance Committee based on the same criteria and in the same manner, regardless of whether the candidate was recommended by a Company stockholder or by others. The Nominating and Corporate Governance Committee will conduct the appropriate and necessary inquiries with respect to the backgrounds and qualifications of all director nominees. The Nominating and Corporate Governance Committee will also review the independence of each candidate and other qualifications of all director candidates, as well as consider questions of possible conflicts of interest between director nominees and our Company.

After the Nominating and Corporate Governance Committee has completed its review of a nominee’s qualifications and conducted the appropriate inquiries, the Nominating and Corporate Governance Committee will make a determination whether to recommend the nominee for approval by the Board. If the Nominating and Corporate Governance Committee decides to recommend the director nominee for approval by the Board and such recommendation is accepted by the Board, our proxy solicitation will include the director nominee.

In addition to the candidates nominated by the Board pursuant to the recommendations of the Nominating and Corporate Governance Committee in the manner set forth above, the Nominating and Corporate Governance Committee will consider recommendations for nominations submitted by our stockholders. Stockholders who wish the Nominating and Corporate Governance Committee to consider their recommendations for nominees for the position of director should submit their recommendations in writing to: Corporate Secretary, Climb Global Solutions, Inc., 4 Industrial Way West, 3rd Floor, Eatontown, New Jersey 07724. Recommendations must include the name and address of the stockholder making the recommendation, a representation that the stockholder is a holder of record of Common Stock, biographical information about the individual recommended, and any other information the stockholder believes would be helpful to the Nominating and Corporate Governance Committee in evaluating the individual recommended.

In its assessment of each potential candidate, the Nominating and Corporate Governance Committee will review the nominee’s professional ethics, integrity and values, skills, judgment, experience, independence, commitment to representing the long-term interests of the stockholders, understanding of our Company’s or other related industries and such other factors as the Nominating and Corporate Governance Committee determines are pertinent in light of the current needs of the Board. The Nominating and Corporate Governance Committee seeks to identify candidates representing diverse thought and experience at policy-making levels in business, management, marketing, finance, human resources, communications, risk and compliance and in other areas that are relevant to our activities. The Nominating and Corporate Governance Committee will also take into account the ability of a director to devote the time and effort necessary to fulfill their responsibilities to our Company. After full consideration, the stockholder proponent will be notified of the decision of the Nominating and Corporate Governance Committee.

Director Compensation and Arrangements

Non-employee members of the Board receive compensation for their services on the Board. The Company’s non-employee director compensation program is designed to provide a competitive compensation package that assists the Board in attracting and retaining highly qualified individuals with the experience and judgment necessary to oversee the Company. The Board also seeks to align a substantial portion of non-employee director compensation with the Company’s long-term performance and stockholder interests.

The Compensation Committee regularly reviews the compensation of non-employee directors, including market data provided by its independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), and makes recommendations to the Board regarding the non-employee director compensation program. The Board approves the non-employee director compensation program after considering the Compensation Committee’s recommendations.

Non-employee director compensation consists of a combination of cash retainers and annual equity grants of restricted stock.

Each non-employee director receives a cash retainer of $15,000 per quarter for service on the Board, as well as reimbursement of reasonable expenses incurred in connection with Board service. In addition, the non-executive Board Chair receives an additional annual retainer of $40,000, the Chair of the Audit Committee receives an additional annual retainer of $25,000, and the Chair of each of the Nominating and Corporate Governance Committee and the Compensation Committee receives an additional annual retainer of $15,000.

Each non-employee director receives an annual grant of restricted stock after the annual meeting of stockholders with a target value of $100,000, with the number of shares determined based on the trailing ten-day volume weighted average price of the Company’s Common Stock ending on the date of grant. The amounts reported in the table below,

however, reflect the grant-date fair value of those awards as determined under ASC 718 and, as a result, may differ from the target value used to size the awards. The restricted stock awards are granted under the 2021 Plan and vest at the earlier of (i) the Company’s next annual meeting of stockholders and (ii) one year from the date of grant.

As more fully described under “Corporate Governance – Stock Ownership Guidelines,” pursuant to our Stock Ownership Guidelines, non-employee directors are required to own Common Stock worth three times the cash portion of their annual directors’ fees paid in cash. Our non-employee directors must be in compliance with the Stock Ownership Guidelines within five years of the date on which they become subject to the Stock Ownership Guidelines.

2025 Director Compensation

The following table sets forth information regarding the compensation earned by or awarded to each person who served as a non-employee director during the fiscal year ended December 31, 2025.


Name	Fees Earned or Paid In Cash ($)	Stock Awards ($)⁽¹⁾	Total ($)
Jeff Geygan⁽²⁾	13,333	—	13,333
John McCarthy⁽³⁾	97,917	98,609	196,526
Andy Bryant	85,000	98,609	183,609
Gerri Gold⁽⁴⁾	76,250	98,609	174,859
Greg Scorziello⁽⁵⁾	35,000	—	35,000
Kimberly Boren⁽⁶⁾	43,750	—	43,750
Paul Giovacchini⁽⁷⁾	53,750	98,609	152,359

(1)

On June 13, 2025, each of Messrs. Bryant, McCarthy and Giovacchini and Ms. Gold received a grant of 3,768 shares of restricted stock. The number of shares granted was determined based on the trailing ten-day volume weighted average price of the Company’s Common Stock ending on June 13, 2025. The Stock Awards column reflects the aggregate grant date fair value of these awards, computed in accordance with FASB ASC Topic 718, based on the $26.17 closing price of the Company’s Common Stock on the date of grant. As of December 31, 2025, each of Messrs. Bryant, McCarthy and Giovacchini and Ms. Gold held 3,768 unvested stock awards outstanding, and no non-employee director held any option awards outstanding. See Note 9, “Stockholder’s Equity and Stock Based Compensation,” to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the assumptions used in determining these values.

(2)	The fees earned or paid in cash amount represents payments to Mr. Geygan during 2025 through the date of his resignation from the Board on February 28, 2025.

(3)

The fees earned or paid in cash amount represents prorated payments to Mr. McCarthy based on his service during 2025 in Board leadership positions, including non-executive Board Chair from January 28, 2025 through December 31, 2025 and Chair of the Compensation Committee from January 1, 2025 through January 28, 2025.

(4)

The fees earned or paid in cash amount represents prorated payments to Ms. Gold based on her service during 2025 in Board leadership positions, including Chair of the since disbanded Risk and Security Committee from January 1, 2025 through March 28, 2025, Chair of the Compensation Committee from March 28, 2025 through June 3, 2025 and Chair of the Nominating and Corporate Governance Committee from June 3, 2025 through December 31, 2025.

(5)	The fees earned or paid in cash amount represents payments to Mr. Scorziello during 2025 through the date of the Company’s 2025 annual meeting of stockholders, June 3, 2025. Mr. Scorziello did not stand for re-election as a director at the Company’s 2025 annual meeting of stockholders.

(6)	The fees earned or paid in cash amount represents payments to Ms. Boren during 2025 through the date of the Company’s 2025 annual meeting of stockholders, June 3, 2025. Ms. Boren did not stand for re-election as a director at the Company’s 2025 annual meeting of stockholders.

(7)	The fees earned or paid in cash amount represents payments to Mr. Giovacchini during 2025 since his election to the Board on April 21, 2025.

Short-Selling, Hedging and Pledging Prohibitions

We do not permit our directors, executive officers or employees, or any of their designees, to speculate in the Common Stock of Climb Global Solutions, Inc., which includes, without limitation, “short-selling” and/or buying publicly traded options. We also do not permit our directors, executives or employees, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities (i) granted to the employee or director by the Company as part of their compensation or (ii) held, directly or indirectly, by the employee or director. In addition, we also do not permit our directors, executives or employees, or any of their designees, to hold the Company’s equity securities in a margin account or pledge the Company’s equity securities as collateral for a loan.

Code of Ethics and Business Conduct and Anti-Corruption Policies

The full text of the Code of Ethics and Business Conduct and Anti-Corruption Policies, which applies to all employees, officers, and directors of the Company, including our Chief Executive Officer and Chief Financial Officer, is available in the Governance Documents section under the Governance tab of our website at http://www.climbglobalsolutions.com/. The Company will disclose any amendment to, or waiver from, a provision of the Code of Ethics and Business Conduct and Anti-Corruption Policies that applies to our Chief Executive Officer and Chief Financial Officer on our investor relations website.

Family Relationships

There are no family relationships among any of the executive officers and directors of the Company.

Clawback Policy

The Company maintains a clawback policy in compliance with SEC rules and NASDAQ listing standards (the “Clawback Policy”). Our Clawback Policy provides for the mandatory recovery (subject to limited exceptions) from current and former executive officers of incentive-based compensation (i.e., incentive compensation that is granted, earned or vested based in whole or in part on the attainment of one or more financial reporting measures) that was erroneously received during the three years preceding the date that the Company is required to prepare an accounting restatement. The amount required to be recovered is the excess of the amount of incentive-based compensation actually received over the amount that otherwise would have been received had it been determined based on the restated financial measure.

Insider Trading Policy

We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes. A copy of our insider trading policy is filed as exhibit 19.1 to our Annual Report on Form 10-K for our fiscal year ended December 31, 2025. In addition, it is the Company’s policy to comply with applicable laws and regulations relating to insider trading.

Stock Ownership Guidelines

We have adopted Stock Ownership Guidelines requiring our non-employee directors and executive officers to own a certain amount of shares of our Common Stock. The Board believes that stock ownership by directors and executive officers helps to align their interests with those of the Company. Pursuant to the Stock Ownership Guidelines, non-employee directors are required to own Common Stock worth three times the cash portion of their annual directors’ fees paid in cash, the Chief Executive Officer is required to own Common Stock worth five times their base salary and the other executive officers are required to own Common Stock worth three times their base salary. For purposes of the Stock Ownership Guidelines, shares subject to unvested or unearned PSUs are not counted towards the number of shares owned by an executive officer or non-employee director. Our non-employee directors and executive officers must be in compliance with the Stock Ownership Guidelines within five years of the date on which they become subject to these guidelines. As of December 31, 2025, each of our non-employee directors and executive officers covered by the Stock Ownership Guidelines have met or are expected to meet their respective stock ownership requirement before the required time frame.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We do not currently grant stock options or similar awards as part of our equity compensation programs, and we do not have any policies with respect to the timing of awards of options or similar awards in relation to the disclosure of material nonpublic information. If we were to grant any stock options or similar awards in the future, we expect that we would adopt a policy not to time the grant of stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, and likewise not time the public release of such information based on stock option grant dates.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of Common Stock as of April 6, 2026, by (i) each person who, to the knowledge of the Company, beneficially owns more than 5% of the outstanding Common Stock, (ii) each of the directors (including the nominees for director), (iii) the Company’s named executive officers listed in the Summary Compensation Table, and (iv) all directors and executive officers of the Company as a group. The beneficial ownership percentages set forth in the following table are based on 18,468,068 shares of Common Stock outstanding as of April 6, 2026.


Name	Number of Shares Beneficially Owned	Percent
Directors (including all nominees) and Named Executive Officers
Dale Foster⁽¹⁾	294,760	1.6%
Charles Bass⁽²⁾	113,488	*
John McCarthy⁽³⁾	81,876	*
Matthew Sullivan⁽⁴⁾	75,732	*
Timothy Popovich⁽⁵⁾	46,936	*
Gerri Gold⁽⁶⁾	41,856	*
Andy Bryant⁽⁷⁾	28,864	*
Paul Giovacchini⁽⁸⁾	14,992	*
All Directors (including all nominees) and executive officers as a group (8 persons)⁽⁹⁾	698,504	3.8%
Beneficial owners of more than 5% of Common Stock
BlackRock, Inc.⁽¹⁰⁾	1,202,172	6.5%
Survivor’s Trust u/a Eighth - E&M Shea Revocable Trust and Descendant’s Trust u/a Tenth - E&M Shea Revocable Trust⁽¹¹⁾	1,160,764	6.3%
Wasatch Advisors LP⁽¹²⁾	1,124,524	6.1%
De Lisle Partners LLP⁽¹³⁾	987,952	5.3%
AltraVue Capital, LLC⁽¹⁴⁾	981,924	5.3%

*	Less than one percent

To the Company’s knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares beneficially owned, which are set forth opposite such person’s name. Unless otherwise noted below, the information as to beneficial ownership is based upon statements furnished to the Company by the beneficial owners. For purposes of computing the percentage of outstanding shares held by each person named above, pursuant to the rules of the SEC, any security that such person has the right to acquire within 60 days of the date of calculation is deemed to be outstanding, but such security is not deemed to be outstanding for purposes of computing the percentage ownership of any other person.

The address for each director and executive officer of the Company is c/o Climb Global Solutions, Inc., 4 Industrial Way West, 3rd Floor, Eatontown, New Jersey 07724.

(1)	Includes 39,728 shares of unvested Restricted Stock. Mr. Foster is a member of our Board and our CEO.

(2)	Includes 16,696 shares of unvested Restricted Stock. Mr. Bass is our Vice President and Chief Alliances Officer.

(3)	Mr. McCarthy is a member of our Board

(4)	Includes 16,356 unvested RSUs. Mr. Sullivan is our Vice President and Chief Financial Officer.

(5)	Includes 10,612 unvested RSUs. Mr. Popovich is our Vice President and Chief Operating Officer.

(6)	Ms. Gold is a member of our Board.

(7)	Mr. Bryant is a member of our Board.

(8)	Mr. Giovacchini is a member of our Board.

(9)	Includes 83,392 shares of unvested Restricted Stock.

(10)

Based solely on information provided by BlackRock, Inc. in a Schedule 13G, filed with the SEC on January 29, 2024. The address for BlackRock, Inc. is 50 Hudson Yard, New York, New York 10001. Based on a review of the Schedule 13G filed with the SEC on January 29, 2024, BlackRock, Inc. beneficially owned 1,202,172 shares as of December 31, 2023, with sole voting power as to 1,194,588 shares, shared voting power as to 0 shares, sole dispositive power as to 1,202,172 shares, and shared dispositive power as to 0 shares.

(11)

Based on information provided in the most recent proxy questionnaire completed by John C. Morrissey, the trustee for E&M Shea Revocable Trusts. The Survivors u/a Eighth - E&M Shea Revocable Trust holds 584,384 shares with the balance of the shares held in the Descendant’s Trust. u/a Tenth - E&M Shea Revocable Trust. The address for the E&M Revocable Trusts is 655 Brea Canyon Road, Walnut, California 91789.

(12)	Based solely on information provided by Wasatch Advisors LP in a Schedule 13G, filed with the SEC on August 14, 2025. The address for Wasatch Advisors LP is 505 Wakara Way, 3rd Floor, Salt Lake City, 84108. Based on a review of the Schedule 13G filed with the SEC on

August 14, 2025, Wasatch Advisors LP beneficially owned 1,124,524 shares as of June 30, 2025, with sole voting power as to 1,073,184 shares, shared voting power as to 0 shares, sole dispositive power as to 1,124,524 shares, and shared dispositive power as to 0 shares.

(13)

Based solely on information provided by De Lisle Partners LLP in a Schedule 13G, filed with the SEC on February 11, 2026. The address for De Lisle Partners LLP is 3 Firs Lane, Poole, BH14 8JG, United Kingdom. Based on a review of the Schedule 13G filed with the SEC on February 11, 2026, De Lisle Partners LLP beneficially owned 987,952 shares as of December 31, 2025, with sole voting power as to 987,952 shares, shared voting power as to 0 shares, sole dispositive power as to 987,952 shares, and shared dispositive power as to 0 shares.

(14)

Based solely on information provided by AltraVue Capital, LLC in a Schedule 13G, filed with the SEC on March 3, 2026. The address for AltraVue Capital, LLC is 11747 NE 1^st Street, Suite 205, Bellevue, WA 98005-3018. Based on a review of the Schedule 13G filed with the SEC on March 3, 2026, AltraVue Capital, LLC beneficially owned 981,924 shares as of March 2, 2026, with sole voting power as to 153,704 shares, shared voting power as to 828,220 shares, sole dispositive power as to 981,924 shares, and shared dispositive power as to 0 shares.

PROPOSAL 1

ELECTION OF DIRECTORS

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the following four individuals for election to the Board at the Meeting. If elected, each director nominee will hold office until the 2027 Annual Meeting of Stockholders and until her or his successor is elected and qualified. On April 20, 2026, Ms. Gold informed the Board that she will not stand for re-election as a member of the Board and will retire at the expiration of her term at the Meeting. In connection with Ms. Gold’s retirement, the Board has resolved to reduce the size of the Board to four, effective as of the commencement of the Meeting.

The accompanying proxy will be voted for the election as directors of the nominees listed below unless the proxy contains contrary instructions. There are no arrangements or understandings pursuant to which a Company nominee for election as director is proposed to be elected, other than with a director or officer acting solely in that capacity. Each of the Company’s nominees has consented to serve as a nominee, be named in this proxy statement and to serve as a director if elected, and management has no reason to believe that any of the Company’s nominees will not be a candidate or will be unable to serve as a director. However, in the event that any of the Company’s nominees should become unable or, for good cause, unwilling to serve as a director, the proxy will be voted for the election of such person or persons as shall be designated by the directors.

Set forth below is certain information, as of April 6, 2026, with respect to each nominee:


Name	Age	Principal Occupation and Experience, Qualification, Attributes or Skills	Director Since
John McCarthy	62	Mr. McCarthy has served as a director of the Company since June 2019, and as Board Chair since January 2025. Mr. McCarthy most recently served as President and Chief Executive Officer of Mainline Information Systems, a nationally recognized technology solution provider, from April 2009 to May 2022. Mr. McCarthy previously held executive management positions with EMC, StorageApps, CNT, MCData and Virtual Iron. Mr. McCarthy served as a member of the board of directors of Nasuni Corporation until November 2019, and currently serves as a member of the Board for Buchanan Technologies and RedJet Entertainment, and a member of the Board of Trustees for Providence College. Mr. McCarthy received a Bachelor of Science degree in Marketing from Providence College. The Board believes that Mr. McCarthy’s qualifications to serve on the Board include his substantial industry and executive leadership experience.	June 2019

Andy Bryant	70	Mr. Bryant has served as a director of the Company since July 2019. Mr. Bryant spent most of his career at Arrow Electronics, Inc. and Avnet, Inc., both Fortune 500 companies focused on supply chain services for electronic components and enterprise computing solutions globally. From April 2008 until his retirement in May 2016, Mr. Bryant held executive management positions with Arrow Electronics, Inc. Mr. Bryant was named President of the company’s Enterprise Computing Solutions business in 2008 and specified as an executive officer of the corporation. He served as the Chief Operating Officer of the company from May 2014 to May 2016. Prior to his tenure at Arrow, he served as President of Avnet’s global operating groups and as a Senior Vice President of Avnet, Inc. He was specified as a corporate officer of Avnet in 1996 and became an executive officer in 1999. Mr. Bryant received a Bachelor of Arts degree in History from the University of Maryland. The Board believes that his qualifications to serve on the Board include his years of experience in the technology distribution industry.	July 2019


Name	Age	Principal Occupation and Experience, Qualification, Attributes or Skills	Director Since

Dale Foster	62	Mr. Foster was appointed our Chief Executive Officer and elected to our Board in January 2020. Mr. Foster previously held the positions of President of Lifeboat Distribution, Inc., a subsidiary of the Company, from July 2019 to January 2020 and Executive Vice President of the Company from January 2018 to July 2019. Mr. Foster served as Executive Vice President and General Manager of Promark Technology Inc. (“Promark”), which operated as a subsidiary of Ingram Micro Inc. From November 2012 until January 2018. From 1997 until Promark was acquired by Ingram Micro Inc. in 2012, Mr. Foster served as President and Chief Executive Officer of Promark, a value-added distributor with the core focus of distributing emerging data storage and virtualization solutions. Mr. Foster is a graduate of the Rochester Institute of Technology, where he earned a Bachelor’s of Technology in Electrical Engineering. Mr. Foster also holds an Associate’s degree in Electrical Engineering from Alfred State College. The Board believes that his qualifications to serve on the Board include his years of experience in the technology distribution industry, as well as his executive leadership experience.	January 2020

Paul Giovacchini	68	Mr. Giovacchini has served as a director of the Company since April 2025. Mr. Giovacchini currently serves as the Lead Independent Director of TPI Composites, Inc. (“TPI”), a global manufacturer of wind blades, having served in this role since May 2020. Mr. Giovacchini previously served as Chairman of TPI’s board of directors from October 2006 to May 2020. Mr. Giovacchini is currently an independent consulting advisor to Advantage Capital Management Corporation, executing and managing private equity and debt investments, serving in this role since October 2021. He is also an independent consulting advisor to Ares Management LLC (“Ares”), liquidating private equity investments since January 2023. He previously served as an independent consulting advisor to Landmark Partners, Inc. (“Landmark”), also managing and liquidating private equity investments from April 2014 to January 2023, until Ares' acquisition of Landmark. Prior to April 2014, he served as a Principal of Landmark since 2005. Mr. Giovacchini is also a director of TS-Polder Holdings, LLC, a designer and manufacturer of consumer home goods; Medefy Health Inc., a healthcare benefits navigation, mobile platform and cost containment provider; and Exum Instruments Inc., a provider of innovative user-friendly next generation instruments for analytical chemistry. Mr. Giovacchini holds an A.B. in Economics from Stanford University and an M.B.A. from Harvard University. The Board believes that his qualifications to serve on the Board include his years of board and executive leadership experience.	April 2025

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION

OF EACH OF THE COMPANY’S NOMINATED DIRECTORS.

EQUITY COMPENSATION PLAN INFORMATION

Stock Plans

The 2021 Omnibus Incentive Plan (the “2021 Plan”) authorizes the grant of Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock Units, Stock Appreciation Rights, Restricted Stock Awards, Unrestricted Stock Awards, Cash-Based Awards and Dividend Equivalent Rights. The 2021 Plan was approved by the Company’s stockholders at the 2021 Annual Meeting in June 2021. The total number of shares of Common Stock initially available for award under the 2021 Plan was 2,000,000 shares. 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 351,678.

Securities Authorized For Issuance Under Equity Compensation Plans

The following table sets forth information, as of December 31, 2025, regarding securities issuable pursuant to outstanding awards and securities remaining available for future issuance under the Company’s equity compensation plans.


Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options and Vesting of Stock Awards	(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights⁽⁴⁾	(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity Compensation Plans Approved by Stockholders⁽¹⁾	576,034⁽²⁾	—	351,678⁽³⁾
Total	576,034	—	351,678

(1)	Includes the 2021 Plan. See “Stock Plans” above in this proxy statement.

(2)

This amount includes shares subject to outstanding restricted stock, RSUs and PSUs granted under the 2021 Plan. With respect to the PSUs, the amount included in column (a) reflects the maximum number of shares that may be issued assuming maximum performance is achieved. The actual number of shares issued, if any, will depend on the level of performance achieved.

(3)	Represents shares remaining available for future issuance under the 2021 Plan after giving effect to outstanding restricted stock, RSUs and PSUs reflected in column (a), with the PSUs counted at maximum payout.

(4)	The Company has no options, warrants or rights outstanding under an equity compensation plan, and restricted stock, RSUs and PSUs do not have an exercise price.

EXECUTIVES AND EXECUTIVE COMPENSATION

Our Executives

Set forth below are the name, age, present title, principal occupation and certain biographical information for our executive officers as of April 6, 2026, all of whom have been appointed by and serve at the discretion of our Board.


Name	Age	Position
Dale Foster	62	Chief Executive Officer
Matthew Sullivan	39	Vice President and Chief Financial Officer
Charles Bass	61	Vice President and Chief Alliances Officer
Timothy Popovich	47	Vice President and Chief Operating Officer

Dale Foster’s biography is set forth on page 16 of this proxy statement under the heading “Proposal 1: Election of Directors.”

Matthew Sullivan was appointed Vice President and Chief Financial Officer in January 2025. Mr. Sullivan joined the Company in January 2019 and served as the Company’s Chief Accounting Officer from February 2022 to January 2025. Mr. Sullivan served as Vice President, Corporate Controller of the Company from March 2020 to February 2022, and as Director of Financial Reporting from January 2019 to March 2020. Prior to joining the Company, Mr. Sullivan was Director of Accounting at Jackson Hewitt from November 2016 to January 2019. Prior to joining Jackson Hewitt, Mr. Sullivan began his professional career in public accounting, including five years with BDO USA. Mr. Sullivan received a Bachelor of Science in Accounting from Kutztown University.

Charles Bass was appointed Chief Alliances Officer in January 2025 after having served as Chief Marketing Officer from December 2020 to January 2025 and Vice President of Alliances and Marketing at Climb Channel Solutions (formerly Lifeboat Distribution) since January 2018. Prior to joining Lifeboat Distribution, he was the Vice President of Channel Sales at Blue Medora, an IT monitoring and integration company, from October 2016 to December 2017. Mr. Bass was the Vice President of Channel Sales at Tegile Systems, a high growth storage start-up that was acquired by Western Digital, from July 2015 to October 2016. Before joining Tegile Systems, he served as Promark Technology’s Vice President of Vendor Alliances and Marketing from November 2010 to July 2015. He joined the board of directors of Promark Technology in 2012 and was part of the management team that successfully executed Promark Technology’s acquisition by Ingram Micro in the fourth quarter of 2012. He also has experience at Hewlett Packard (NYSE: HPQ) and LeftHand Networks where he was responsible for channel sales in North America for StorageWorks and LeftHand Networks products respectively. Prior to Hewlett Packard and LeftHand Networks, he held various sales leadership positions at Brocade Communications Systems, McDATA Corporation, and IBM. Mr. Bass received a Bachelor of Arts degree in Economics from Vanderbilt University and a Masters of Business Administration from the University of Tennessee.

Timothy Popovich was appointed Vice President and Chief Operating Officer in February 2024. Mr. Popovich has held various leadership positions at Climb Channel Solutions, a wholly owned subsidiary of the Company (“Climb Channel”), since first joining in October 2003. Mr. Popovich has served as the President and Chief Operating Officer of Climb Channel since August 2023. Prior to August 2023, Mr. Popovich served as President North America from June 2022, Executive Vice President Sales and Operations from January 2021 to May 2022, and Vice President of Sales North America from January 2019 to December 2020. Mr. Popovich holds a Bachelor of Arts in Communications from Wilkes University, and a Professional Certificate in Sales Management from Rutgers University.

COMPENSATION DISCUSSION AND ANALYSIS

Overview and Named Executive Officers

The Compensation Discussion and Analysis (“CD&A”) describes the Company’s executive compensation program, identifies the elements of compensation and explains the compensation objectives and practices for the Company’s named executive officers for the fiscal year ended December 31, 2025. The Company’s named executive officers (“named executive officers” or “NEOs”) for the fiscal year ended December 31, 2025 are:


Name			Principal Position
Dale Foster			Chief Executive Officer
Matthew Sullivan			Vice President and Chief Financial Officer
Charles Bass			Vice President and Chief Alliances Officer
Timothy Popovich			Vice President and Chief Operating Officer
Vito Legrottaglie⁽¹⁾			Former Vice President and Chief Information Officer
Andrew Clark⁽²⁾			Former Vice President and Chief Financial Officer

(1)	Mr. Legrottaglie served as Chief Information Officer and Vice President of the Company until June 13, 2025.

(2)

Mr. Clark served as Chief Financial Officer and Vice President of the Company until January 10, 2025. Because Mr. Clark’s employment terminated prior to the Compensation Committee’s and the Board’s determinations regarding fiscal 2025 compensation for the Company’s executive officers, the following discussion does not include Mr. Clark except where specifically noted

Executive Summary

2025 Business results

The fiscal year ended December 31, 2025 was a year with strong gross profit and EBITDA growth. Net sales 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 million for the year ended December 31, 2025, compared to $91.1 million for the same period in 2024. Net income increased 15%, or $2.7 million, to $21.3 million for the year ended December 31, 2025 compared to $18.6 million for the same period in 2024. Income per diluted share 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.

Despite the more cautious technology spending environment that we faced during the fiscal year ended December 31, 2025, we continued to make progress on our strategic growth plan with the continued recruitment of software vendors and selling a wide variety of technology products from a broad range of software vendors and manufacturers. Developing a diverse vendor base is a key element of our business strategy and we focus on establishing deep relationships with our vendor and reseller partners.

Forward Stock Split

On March 20, 2026, the Company effected a four-for-one forward stock split of our issued Common Stock and a proportionate increase in the number of shares of the Company’s authorized Common Stock from 10,000,000 to 40,000,000. Shares began trading on a split-adjusted basis on March 23, 2026. All share and per share information throughout this CD&A has been retroactively adjusted to reflect the Stock Split.

Compensation Governance and Best Practices

The Company is committed to having strong governance standards with respect to our compensation programs, procedures, and practices. Our key compensation practices include the following:


What We Do		What We Don’t Do
•	Emphasize performance-based, at risk compensation	•	No hedging, pledging, or short sales of our securities
•	Market comparison of executive compensation against a relevant peer group	•	No guaranteed annual salary increases or bonuses
•	Provide for “double-trigger” severance protection and generally “double-trigger” equity vesting following a change in control	•	No dividend or dividend equivalents paid on equity grants prior to vesting
•	Engage an independent compensation consultant	•	No excessive perquisites
•	Have maximum payout caps for short-term cash incentive compensation and PSUs	•	Do not provide any excise tax gross-ups
•	Maintain an SEC- and Nasdaq-compliant clawback policy	•	No repricing or exchange of underwater stock options
•	Annual Say-on-Pay vote	•	No excessive severance benefits

Role of the Board of Directors and Compensation Committee

The Compensation Committee is responsible for establishing, implementing and monitoring adherence to the Company’s compensation philosophy, ensuring that executives are appropriately compensated, and making recommendations to the Board regarding the compensation of the Company’s executive officers. The Compensation Committee reviews and approves corporate goals and objectives relevant to executive compensation, evaluates performance in light of those goals and objectives, reviews employment, severance and change-in-control arrangements, and makes recommendations regarding cash incentive and equity-based plans. The Compensation Committee generally meets as needed throughout the year to review executive compensation matters. The Board approves executive compensation after considering the Compensation Committee’s recommendations.

Role of the Chief Executive Officer

Mr. Foster participates in discussions with the Board and the Compensation Committee regarding the compensation of the other named executive officers and provides input regarding role scope, performance and internal pay considerations. The Board, upon the recommendation of the Compensation Committee, made the final decisions regarding executive compensation. Mr. Foster does not participate in deliberations or voting regarding his own compensation.

Role of Independent Compensation Consultant

The Compensation Committee engaged FW Cook in 2022 to serve as the Compensation Committee’s independent compensation consultant, and FW Cook has served in that capacity since. FW Cook reported directly to the Compensation Committee and, as requested by the Compensation Committee, assisted the Compensation Committee in connection with its review of the Company’s executive compensation program for 2025. FW Cook attended Compensation Committee meetings at the Committee’s request and provided advice and comparative market information to support the Committee’s deliberations. The Compensation Committee retains sole authority to hire its compensation consultants, approve fees, determine the nature and scope of services, evaluate performance, and terminate engagements. The Compensation Committee considered FW Cook’s independence in accordance with applicable Nasdaq listing standards and SEC rules and concluded that FW Cook’s work for the Compensation Committee did not raise any conflict of interest. Although the Compensation Committee considered the advice and information provided by FW Cook, the Compensation Committee exercised its own judgment in making compensation decisions and recommendations to the Board.

Use of Market Data and Peer Group Benchmarking

In connection with the 2025 compensation review, the Compensation Committee considered market data and recommendations prepared by FW Cook. FW Cook’s 2025 materials were based on 2023 market data drawn from a 19-company peer group approved in July 2023. FW Cook aged cash data to a common reference date to improve comparability across the peer group.

The Committee considered the peer group to be a reasonable reference point because it includes public companies that compete for executive talent and generally share characteristics relevant to the Company's size, business model, complexity, growth profile and market opportunity. The peer group also served as the basis for FW Cook’s executive compensation and incentive design analyses.

(1)	The 19-company peer group used by FW Cook for the market analyses underlying the 2025 compensation recommendations was approved in July 2023 and updated from the prior group to remove Eastman Kodak and add CalAmp Corporation, Nortech Systems and PowerFleet.

The Compensation Committee does not apply a purely formulaic approach to compensation or target a fixed percentile for every pay element or every executive. Instead, the Compensation Committee uses market data as an important reference point to inform executive compensation decision making and then applies judgment in light of each executive's responsibilities, experience, performance, leadership, retention considerations, succession planning and internal pay relationships.

Compensation Philosophy and Objectives.

The Compensation Committee seeks to structure each element of compensation to attract and retain the necessary talent needed to lead and grow the Company, reward both short-term and long-term performance, provide incentives for both long-term strategic goal planning and achievement as well as short-term performance, encourage sound decision-making and strategic execution, and align the interests of management and stockholders. The Compensation Committee’s policy for allocating between currently paid and long-term compensation is to ensure adequate base compensation to attract and retain personnel, while providing incentives that are tied to long-term value maximization for our stockholders. Our executive compensation program is structured to ensure management interests are aligned with those of our stockholders and to motivate and reward individual initiative and effort. We believe our executive compensation program is reasonable, competitive, and appropriately balances the objectives of recruiting, retaining, and motivating our executives while rewarding performance and aligning management and stockholder interests.

Say On Pay Considerations and Say on Frequency Results.

The Compensation Committee will continue to consider emerging compensation practices and stockholder feedback, including Say-on-Pay voting results, as part of its decision-making process. At the 2025 Annual Meeting of Stockholders, the Company’s stockholders voted to approve the Company’s named executive officer compensation with a favorable vote of 97% of the votes cast. At the 2024 Annual Meeting of Stockholders, the Company’s stockholders voted to approve the Company’s named executive officer compensation with a favorable vote of 88% of the votes cast. In evaluating the Company’s compensation principles and policies during fiscal 2025, the Compensation Committee considered this favorable say-on-pay outcome as evidence of stockholder support for the Company’s compensation objectives and executive compensation program.

Additionally, at the 2025 Annual Meeting of Stockholders, our stockholders approved, on a non-binding advisory basis, every year as the frequency of future advisory votes on our named executive officer compensation, with 87% of the votes cast in favor of annual advisory votes. Accordingly, we intend to include in our proxy materials a stockholder vote on executive compensation every year until the next required stockholder vote on the frequency of stockholder votes concerning executive compensation.

Elements of Compensation.

The total compensation program for the Company’s named executive officers consists of the following:

•	Base salary;

•	Short-term cash incentive and bonus award opportunities tied to the Company’s and each executive’s annual performance;

•

Long-term incentive compensation, which for 2025 consisted of equity-based awards in the form of time-based restricted stock units (“RSUs”), representing 40% of the total long-term incentive compensation awards for 2025, and performance-based restricted stock units (“PSUs”), representing 60% of the total long-term incentive compensation awards for 2025;

•	Severance and change-in-control protection under the Company's Executive Severance and Change in Control Plan; and

•	Broad-based health, welfare and retirement benefits that are generally available to employees.

The Compensation Committee believes that each element of compensation serves a distinct purpose and, when combined, provides a balanced program designed to attract, retain and motivate executive talent while aligning pay with Company performance and stockholder interests. Compensation for our named executive officers includes both fixed and performance-based components, with an emphasis on performance-based elements to support the objectives listed below. The Company considers a component to be performance-based if the amount eventually earned or paid varies based on one or more elements of the Company’s financial performance. Performance-based components are designed so that above-plan performance is rewarded with above-target payouts and vice versa.

Base salary provides a fixed level of cash compensation. Competitive base salaries are intended to attract and retain qualified, high-performing executives, while also reflecting each executive’s role, responsibilities, experience and sustained contribution to the Company. Short-term cash incentive and bonus opportunities focus executives on annual financial and operational objectives and individual performance priorities that are important to the Company’s near-term success. Long-term equity incentive awards, including both RSUs and PSUs, are intended to promote executive retention, encourage an ownership perspective and align realized compensation with long-term Company performance and stockholder value creation. Severance and change-in-control protections are designed to support retention and leadership continuity and to enable executives to evaluate potential strategic transactions objectively and in the best interests of the Company and its stockholders. Broad-based health, welfare and retirement benefits provide a competitive overall compensation package and are intended to support the health, financial well-being and retention of the Company’s executives, consistent with the benefits generally offered to employees.

Base Salary

In determining base salaries for executive officers, the Compensation Committee and the Board consider a number of factors, including each executive’s experience, education and training, the scope of the executive’s position and responsibilities relative to comparable roles at similar organizations, the Company’s specific needs, the executive’s past

performance and expected future contributions to the Company’s success, and the need to maintain competitive compensation levels that support attraction and retention. Following this review, the Compensation Committee recommended, and the Board approved, the following annualized base salaries for fiscal 2025 for the named executive officers whose compensation was determined for 2025.


Name	Base Salary for the fiscal year ended 12/31/2024	Base Salary for the fiscal year ended 12/31/2025	Percentage Increase from 2024 to 2025
Dale Foster	$550,000	$600,000	9%
Matthew Sullivan⁽¹⁾⁽³⁾	—	$285,000	—
Charles Bass	$325,000	$375,000	15%
Timothy Popovich⁽¹⁾	—	$260,000	—
Vito Legrottaglie	$275,000	$310,000⁽²⁾	13%

(1)	Messrs. Sullivan and Popovich were not NEOs for fiscal 2024.

(2)	Mr. Legrottaglie’s 2025 base salary reflects the annualized rate approved at the beginning of 2025, while his actual salary earned during 2025 prior to his separation was $142,083.

(3)	Mr. Sullivan’s cash compensation was established in connection with his promotion to Chief Financial Officer.

Short-Term Cash Incentive Compensation

The Compensation Committee recommended, and the Board approved, the annual cash incentive framework for the Company’s named executive officers for fiscal 2025 (the “Performance Bonus Awards”). Under the Performance Bonus Awards, the executive officers were eligible to receive annual cash incentive payments based on the Company’s achievement against the performance metric described below. Because payments under the Performance Bonus Awards were determined by comparing actual performance against pre-established performance goals, the actual amount payable under the awards could not be determined at the time the awards were approved.

The Compensation Committee recommended and the Board selected constant-currency EBITDA, as the financial metric for the 2025 Performance Bonus Awards because they believed that measure provided a useful supplemental view of the Company’s operating performance for the year. The Compensation Committee believed that constant-currency EBITDA appropriately focused management on core operating profitability by excluding items that may vary from period to period due to financing decisions, tax expense, non-cash accounting charges and changes in foreign exchange rates.

2025 Performance Metric


Metric	Threshold	Target	Maximum
Constant-currency EBITDA⁽¹⁾	$30,060,800	$37,576,000	$46,970,000

(1)	See Appendix A for a reconciliation of constant-currency EBITDA, a non-GAAP financial measure, to our results as reported under Generally Accepted Accounting Principles (“GAAP”).

The constant-currency EBITDA target for fiscal 2025 was established based on a review of the Company’s 2025 budget prepared by management and the other factors described above. The Compensation Committee set the target at a level that, upon achievement of 100% of target performance, was intended to result in bonus payments that it believed appropriately reflected the Company’s annual operating plan and strategic objectives. The constant-currency EBITDA target for fiscal 2025 represented an approximately 26% increase over actual constant-currency EBITDA performance for fiscal 2024.

For fiscal 2025, Mr. Foster had a target annual cash incentive opportunity equal to 120% of base salary, Mr. Sullivan had a target annual cash incentive opportunity equal to 70% of base salary, Mr. Bass had a target annual cash incentive opportunity equal to 70% of base salary, Mr. Popovich had a target annual cash incentive opportunity equal to 70% of base salary, and Mr. Legrottaglie had a target annual cash incentive opportunity equal to 55% of base salary. Target annual cash incentive opportunities are intended to place a significant portion of our NEOs’ annual cash compensation at risk and to provide competitive total cash compensation opportunities. Target opportunity percentages were unchanged from fiscal year 2024 for Mr. Foster. Target opportunity percentages increased from fiscal year 2024

for Messrs. Sullivan, Bass and Popovich. Payouts under the Performance Bonus Awards can range from 0% if threshold performance is not achieved, 50% if threshold goals are achieved, to 150% of each NEO’s target annual cash incentive opportunity, based on performance against constant-currency EBITDA.

Based on actual 2025 constant-currency EBITDA performance of $36.7M, the Company achieved 97.6% of target performance, which would have produced a payout of 94% target bonus. When certifying final performance achievement for fiscal 2025, the Board, upon the recommendation of the Compensation Committee, adjusted constant-currency EBITDA to exclude acquisition-related costs and changes in the fair value of acquisition contingent consideration that were not contemplated when the 2025 budget was approved. After giving effect to this adjustment, the Company achieved 103.4% of target performance ($38.9M), which would have produced a payout of 106.8% of each NEO’s target bonus. See Appendix A for a reconciliation of adjusted constant-currency EBITDA, a non-GAAP financial measure, to our results as reported under GAAP.

After considering the Company’s overall performance and management’s substantial efforts during fiscal 2025 to identify, negotiate and advance the acquisition of interworks.cloud, as well as the strategic importance of that transaction, which closed in February 2026, the Board approved the exercise of positive discretion to increase the level of performance achievement for payout purposes to 115%, which resulted in a payout equal to 130% of each NEO’s target bonus.

The following table shows, for fiscal 2025, the range of potential bonus payouts for each NEO, the payout that would have resulted based on actual constant-currency EBITDA performance, the payout that would have resulted after giving effect to the adjustment to constant-currency EBITDA, and the actual bonus payout approved following the exercise of Compensation Committee and Board discretion.

2025 Annual Incentive Payouts


	Target Bonus (% of Base Salary)	Target Bonus Opportunity ($)	Actual Approved Payout⁽³⁾
Name	Target Bonus (% of Base Salary)	Target Bonus Opportunity ($)	% of Target	($)
Dale Foster	120%	$720,000	130%	$936,000
Matthew Sullivan⁽¹⁾	70%	$199,500	130%	$259,350
Charles Bass	70%	$262,500	130%	$341,250
Timothy Popovich	70%	$182,000	130%	$236,600
Vito Legrottaglie⁽²⁾	55%	$170,500	—	$0

(1)	Mr. Sullivan’s target annual incentive payout for fiscal 2025 was established in connection with his promotion to Chief Financial Officer.

(2)	Mr. Legrottaglie separated from the Company effective June 13, 2025. Accordingly, he did not receive an annual incentive payout for fiscal 2025.

(3)

Actual constant-currency EBITDA performance resulted in 97.6% performance achievement and a corresponding formulaic payout of 94% of target bonus. Adjusted constant-currency EBITDA performance resulted in 103.4% performance achievement and a corresponding formulaic payout of 106.8% of target bonus. The Board, upon the recommendation of the Compensation Committee, exercised positive discretion to increase performance achievement for payout purposes to 115.0%, resulting in an actual payout of 130.0% of target bonus.

Long Term Incentive Compensation.

The Company’s named executive officers are eligible to receive equity incentive awards under the 2021 Plan. We believe that a significant portion of each named executive officer’s compensation should depend on the long-term value we create for stockholders. Our long-term incentive compensation program is designed to support multiple objectives, including, recruiting, retaining and motivating highly skilled executives, ensuring that realized compensation reflects changes in shareholder value over the long-term and closely aligning the interests of management with those of stockholders.

Equity-based incentive awards may be provided in connection with an executive’s hire or promotion and through annual grants. The Compensation Committee uses annual equity awards both to recognize ongoing contributions and to provide a long-term incentive to achieve or exceed the Company’s financial objectives. Annual equity awards also support executive retention and reinforce the Company’s pay-for-performance philosophy.

The Compensation Committee recommended, and the Board approved, the fiscal 2025 target long-term incentive compensation opportunities for the named executive officers and the structure of the annual equity awards, with a target

value consisting of 40% RSUs and 60% PSUs over a three-year performance period. The annual equity awards were granted on April 16, 2025. The number of shares underlying the time-based RSUs and the target number of shares underlying the PSUs was determined by dividing the dollar value of each grant by the trailing 20-day volume-weighted average trading price of the Common Stock ending on the grant date. The amounts reported in the Summary Compensation Table and Grants of Plan-Based Awards Table, however, reflect the grant-date fair value of those awards as determined under ASC 718, and therefore may differ from the values derived using that VWAP-based sizing methodology.


Name	Target RSUs ($) (40% of Total)	Target PSUs ($) (60% of Total)	Total Target Annual LTI ($)
Dale Foster	$600,000	$900,000	$1,500,000
Matthew Sullivan	$132,000	$198,000	$330,000
Charles Bass	$208,000	$312,000	$520,000
Timothy Popovich	$144,000	$216,000	$360,000
Vito Legrottaglie	$96,000	$144,000	$240,000

The RSUs represent 40% of the total target annual award and are eligible to vest in three equal annual installments, generally subject to continued service. The PSUs represent 60% of the total target annual award and are eligible to be earned based on achievement of an earnings per share (“EPS”) goal and a return on equity (“ROE”) goal over the three-year performance period of January 1, 2025 through December 31, 2027, generally subject to continued service through January 1 following the last day of the performance period. The PSUs are weighted 70% to EPS and 30% to ROE and may be earned from 0% to 150% of target.


Metric	Weight	Threshold	Target	Maximum
EPS	70%	$1.28	$1.50	$1.65
ROE	30%	12.50%	15.00%	17.50%

Threshold, target and maximum payout levels for each PSU metric are 50%, 100% and 150% of target, respectively. For results between the threshold, target and maximum levels, the number of shares will be determined by interpolation. EPS threshold, target and maximum reflect 85%, 100% and 110% of target performance, and ROE threshold, target and maximum reflect 83%, 100% and 117% of target performance.

Mr. Sullivan received a one-time award of RSUs with a target value of $250,000 in connection with his promotion to Chief Financial Officer. This award vests in quarterly installments over four years, subject to his continued service. The Board determined to grant such award in recognition of Mr. Sullivan’s significant contributions to the Company and the increased responsibilities of his new role. In approving the award, the Board considered Mr. Sullivan’s progression since joining the Company in 2019, his oversight of the Company’s global financial functions, and his important role in advancing the Company’s growth strategy. The Board also considered his contributions to enhancing the Company’s financial operations and supporting strategic initiatives, and the value of providing a retention-focused long-term incentive opportunity as he assumed the Chief Financial Officer role.

Certification of 2023-2025 PSU Awards

In January 2026, the Board reviewed and certified performance for the 2023-2025 PSUs granted in April 2023. The Board determined that the awards were earned at 133.7% of target based on achievement of the applicable EPS and ROE goals, where EPS was achieved at 131.2% of target and ROE was achieved at 139.4% of target, resulting in the maximum 150% payout for such awards.


Metric	Weight	Threshold	Target	Maximum	Actual
EPS	70%	$0.95	$1.00	$1.10	$1.31
ROE	30%	12.50%	15.00%	17.50%	20.90%

The vested awards are disclosed in our Stock Vested Table, and with respect to Messrs. Clark and Legrottaglie, are further discussed under “Severance and Change-in-Control Arrangements.”

Severance and Change-in-Control Arrangements.

The Compensation Committee believes that the interests of stockholders are best served when the interests of senior management are aligned with those of stockholders. The Compensation Committee believes that reasonable severance protections are appropriate for executive officers in light of the greater difficulty they may face in securing comparable employment following a termination of employment. In addition, in the context of a change in control, executive officers may face a greater risk of job loss or a reduction in duties or authority than other employees. By reducing these risks, the Climb Global Solutions, Inc. Executive Severance and Change in Control Plan (the “Severance Plan”) helps encourage executives to remain focused on the Company’s business and to evaluate potential change-in-control transactions objectively and in the best interests of stockholders, notwithstanding the personal uncertainty such transactions may create. The Compensation Committee also believes that these protections are an important component of a market-competitive executive compensation program.

The Severance Plan provides severance protections for eligible executives upon certain qualifying terminations of employment, including enhanced protections in connection with a qualifying termination that occurs in connection with a change in control. The Compensation Committee believes that these protections support executive retention and continuity, and help ensure that executives can evaluate potential strategic transactions objectively and in the best interests of stockholders.

On January 9, 2025, the Company and Mr. Clark, the Company’s then Chief Financial Officer, mutually agreed that Mr. Clark would resign from his positions as Chief Financial Officer and Vice President, effective January 10, 2025. In connection with Mr. Clark’s release and waiver of claims against the Company and service as a consultant to the Company through April 15, 2025, the Company agreed to provide the following payments and benefits: (i) consulting compensation in the aggregate amount of $86,795, payable in three equal amounts on February 14, 2025, March 14, 2025, and April 15, 2025, (ii) $8,159 for the cost of COBRA health insurance from February 1, 2025 through April 30, 2025, and (iii) accelerated vesting of 19,556 RSUs and 29,424 PSUs. At the time Mr. Clark’s RSUs and PSUs vested, the Company’s closing share price was $26.76. Mr. Clark did not receive any payments or benefits under the Severance Plan in connection with his resignation.

On June 13, 2025, the Company and Mr. Legrottaglie, the Company’s then Chief Information Officer, entered into a separation agreement, under which Mr. Legrottaglie’s employment concluded effective as of June 13, 2025. In consideration for Mr. Legrottaglie’s release and waiver of claims against the Company, the Company agreed to provide the following payments and benefits in lieu of any other benefits and payments that may be due to Mr. Legrottaglie under the Severance Plan: (i) consulting compensation in the aggregate amount of $51,667 for service as a consultant to the Company through August 15, 2025, payable in two equal installments on July 15, 2025 and August 15, 2025, and (ii) accelerated vesting of 7,228 RSUs and 11,020 PSUs. At the time of Mr. Legrottaglie’s RSUs and PSUs vested, the Company’s closing share price was $26.52.

For additional details on our severance and change-in-control arrangements, see “Employment and Severance Agreements” and “Potential Payments Upon Termination or Change-in-Control” below.

Other Employee Benefits

The Company provides all employees, including executive officers, with group medical, dental and disability insurance on a non-discriminatory basis. The employee group as a whole is required to contribute approximately 20% of the premium costs of such policies. The Company has a 401(k) savings and investment plan intended to qualify under Section 401(a) of the Code, for our domestic employees, which permits employee salary reductions for tax-deferred savings purposes pursuant to Section 401(k) of the Code. During the year ended December 31, 2025, the Company matched 50% of domestic employee contributions up to the first 8% of compensation.

Clawback Policy

As discussed under “Corporate Governance” in this proxy statement, the Company has adopted the Clawback Policy, which provides for the mandatory recovery (subject to limited exceptions) from current and former officers of incentive-based compensation (i.e., incentive compensation that is granted, earned or vested based in whole or in part on the attainment of one or more financial reporting measures) that was erroneously received during the three years preceding the date that the Company is required to prepare an accounting restatement. The amount required to be recovered is the excess of the amount of incentive-based compensation actually received over the amount that otherwise would have been received had it been determined based on the restated financial measure.

Short-Selling, Hedging and Pledging Prohibitions

As discussed under “Corporate Governance” in this proxy statement, we do not permit our directors, executive officers or employees, or any of their designees, to speculate in the Common Stock of the Company, which includes, without limitation, “short-selling” and/or buying publicly traded options. We also do not permit our directors, executives or employees, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities (i) granted to the employee or director by the Company as part of his or her compensation or (ii) held, directly or indirectly, by the employee or director. In addition, we also do not permit our directors, executives or employees, or any of their designees, to hold the Company’s equity securities in a margin account or pledge the Company’s equity securities as collateral for a loan.

Insider Trading Policy

Stock Ownership Guidelines

We have adopted Stock Ownership Guidelines requiring our non-employee directors and executive officers to own a certain amount of shares of our Common Stock. The Board believes that stock ownership by directors and executive officers helps to align their interests with those of the Company. Pursuant to the Stock Ownership Guidelines, non-employee directors are required to own Common Stock worth three times the cash portion of their annual directors’ fees paid in cash, the Chief Executive Officer is required to own Common Stock worth five times his or her base salary and the other executive officers are required to own Common Stock worth three times their base salary. For purposes of the Stock Ownership Guidelines, shares subject to unvested or unearned PSUs are not counted towards the number of shares owned by an executive officer or non-employee director. Our non-employee directors and executive officers must be in compliance with the Stock Ownership Guidelines within five years of the date on which they become subject to these guidelines. As of December 31, 2025, each of our non-employee directors and executive officers covered by the Stock Ownership Guidelines have met or are expected to meet their respective stock ownership requirement before the required time frame.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

Risk Assessment and Mitigation Related to Compensation Policies

The Board and the Compensation Committee have reviewed the Company’s compensation policies and practices as they apply generally to employees and believe that these policies and practices do not encourage excessive or unnecessary risk-taking and do not create risks that are reasonably likely to have a material adverse effect on the Company.

Management also regularly assesses the risks arising from the Company’s compensation policies and practices. As part of this process, management reviews the design features, performance metrics and approval mechanisms applicable to the Company’s compensation programs for employees generally, including base salaries, incentive compensation plans and equity-based compensation awards, in order to evaluate whether any of these policies or programs could create risks that are reasonably likely to have a material adverse effect on the Company.

The Company’s broader governance framework also helps mitigate compensation-related risk. These features include the Company’s clawback policy, prohibitions on short sales, hedging transactions and pledging under the Company’s insider trading policy, the Severance Plan’s double-trigger change-in-control equity acceleration framework and the Company’s limited use of perquisites. See “Corporate Governance—Short-Selling, Hedging and Pledging Prohibitions,” “Corporate Governance—Clawback Policy,” “Corporate Governance—Insider Trading Policy” and “Corporate Governance—Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information.”

The Company’s compensation policies and practices for employees generally, including the executive compensation program described in this CD&A, are intended to provide a balanced compensation package that is competitive in the market and appropriate to each executive’s role and responsibilities. The Company’s compensation program is designed to provide a balanced mix of fixed and variable pay, short-term and long-term incentives, and cash and equity compensation. The annual cash incentive program is tied to a pre-established Company financial measure, while the annual long-term incentive program combines service-based vesting and a three-year performance period with multiple financial metrics.

Because these incentive programs incorporate both short-term and long-term objectives and include meaningful vesting and performance conditions, the Company believes that the structure of its compensation program discourages excessive short-term risk-taking and aligns the interests of executives and other managers with those of stockholders. Accordingly, the Company does not believe that risks arising from these practices, or from its compensation policies and practices taken as a whole, are reasonably likely to have a material adverse effect on the Company.

Compensation Committee Report

The Compensation Discussion and Analysis has been reviewed with management. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.


			Compensation Committee

			Paul Giovacchini (Chair)
			John McCarthy
			Gerri Gold

Compensation Committee Interlocks and Insider Participation

None of the individuals who served as members of the Compensation Committee during 2025 was an officer or employee of the Company during 2025 or at any prior time, and none had any related party relationships requiring disclosure under Item 404 of Regulation S-K. During 2025, none of the Company’s executive officers served on the compensation committee or board of directors of any other entity whose executive officers served on the Company’s Compensation Committee or the Board.

Summary Compensation Table

The following table sets forth, for fiscal years 2025, 2024 and 2023, a summary of the annual and long-term compensation for services in all capacities of the named executive officers.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)⁽¹⁾	Non-Equity Incentive Plan Compensation ($)⁽²⁾	All Other Compensation ($)⁽³⁾	Total ($)
Dale Foster Director and Chief Executive Officer	2025	600,000	—	1,468,420	936,000	11,750	3,016,169
	2024	539,583	—	1,270,792	825,000	11,372	2,646,747
	2023	500,000	—	2,696,232	552,000	15,551	3,763,783
Matthew Sullivan Vice President and Chief Financial Officer	2025	285,000	40,962	573,157	259,350	11,750	1,170,219
Charles Bass Vice President and Chief Alliances Officer	2025	375,000	—	509,052	341,250	10,083	1,235,385
	2024	325,000	—	476,585	337,500	11,866	1,150,951
	2023	325,000	—	374,970	220,800	13,231	934,001
Timothy Popovich Vice President and Chief Operating Officer	2025

Peer Group⁽¹⁾

Aviat Networks
CalAmp Corp.
Daktronics
Infinera
Nortech Systems
Richardson Electronics
TESSCO Technologies

Bel Fuse
Computer Task Group
ePlus
Key Tronic
PC Connection
ScanSource

Boxlight Corp.
Comtech Telecommunications
Exela Technologies
Kimball Electronics
PowerFleet
Synchronoss Technologies

SEC Form DEF 14A filed by Climb Global Solutions Inc.