false 0000945983 0000945983 2026-03-20 2026-03-20

 

 

 

FORM 8-K

 

 

Pursuant to Section 13 or 15(d) of the

 

Date of Report (Date of earliest event reported): March 20, 2026

(Exact name of registrant as specified in its charter)

 

 

 

 

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company         ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.03                Amendments to Articles of Incorporation or Bylaws.

 

On March 20, 2026, Climb Global Solutions, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect the previously announced four-for-one forward stock split of the Company’s issued common stock and proportionate increase in the number of shares of the Company’s authorized common stock from 10,000,000 to 40,000,000. The Amendment, which became effective at 4:01 p.m., Eastern Time, on March 20, 2026, is filed as Exhibit 3.1 to this Current Report on Form 8-K.

 

Trading is expected to begin on a split-adjusted basis on March 23, 2026.

 

Item 9.01                Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.