Climb Global Solutions, Inc. Stock Compensation Disclosure
9. Stockholders’ Equity and Stock-Based Compensation
The 2021 Omnibus Incentive Plan (the “2021 Plan”) authorizes the grant of Stock Options, Restricted Stock Units, Stock Appreciation Rights, Restricted Stock, Deferred Stock, Stock Bonuses and other equity-based awards. The 2021 Plan was approved by the Company’s stockholders at the 2021 Annual Meeting in June 2021. The total number of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) initially available for award under the 2021 Plan was 500,000 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 163,895.
During the year ended December 31, 2025, the Company granted a total of 43,736 shares of Restricted Stock Units to officers, directors and employees. These shares of Restricted Stock Units vest immediately, over time in equal installments or over time in up to equal quarterly installments. During the year ended December 31, 2025, 16,376 shares of Restricted Stock were forfeited as a result of officers and employees terminating employment with the Company.
During the year ended December 31, 2024, the Company granted a total of 51,812 shares of Restricted Stock Units to officers, directors and employees. These shares of Restricted Stock Units vest immediately, over time in equal installments or over time in up to equal quarterly installments. During the year ended December 31, 2024, 1,999 shares of Restricted Stock were forfeited as a result of officers and employees terminating employment with the Company.
During the year ended December 31, 2023, the Company granted a total of 132,526 shares of Restricted Stock Units to officers, directors and employees. These shares of Restricted Stock Units vest immediately, over time in three equal installments or over time in up to sixteen equal quarterly installments.
There was no options activity during the year ended December 31, 2025, 2024 and 2023, there were no options outstanding or exercisable at December 31, 2025, 2024 and 2023, respectively, under the Company’s 2021 Plan.
Under the various plans, options that are cancelled can be reissued. At December 31, 2025, no cancelled options were reserved for future reissuance.
A summary of nonvested shares of Restricted Stock Unit awards outstanding under the Company’s 2021 Plan as of December 31, 2025, 2024 and 2023, and changes during the years ended December 31, 2025, 2024 and 2023 is as follows:
| Weighted | ||||||||
| Average Grant | ||||||||
| Date | ||||||||
| Shares | Fair Value | |||||||
| Nonvested shares at January 1, 2023 | 121,059 | $ | 24.83 | |||||
| Granted in 2023 | 132,526 | 44.99 | ||||||
| Vested in 2023 | (110,291 | ) | 33.92 | |||||
| Forfeited in 2023 | — | — | ||||||
| Nonvested shares at December 31, 2023 | 143,294 | $ | 36.48 | |||||
| Granted in 2024 | 51,812 | 58.83 | ||||||
| Vested in 2024 | (78,397 | ) | 35.28 | |||||
| Forfeited in 2024 | (1,999 | ) | 45.33 | |||||
| Nonvested shares at December 31, 2024 | 114,710 | $ | 47.23 | |||||
| Granted in 2025 | 43,736 | 93.97 | ||||||
| Vested in 2025 | (74,037 | ) | 49.70 | |||||
| Forfeited in 2025 | (16,376 | ) | 50.27 | |||||
| Nonvested shares at December 31, 2025 | 68,033 | $ | 73.86 | |||||
As of December 31, 2025, there was approximately $1.4 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. The unrecognized compensation cost is expected to be recognized over a weighted-average period of 1.5 years.
For the years ended December 31, 2025, the Company consistently recognized share-based compensation cost of approximately $4.7 million, compared to $4.1 million in the years ended December 31, 2024 and 2023, respectively, which is included in selling, general and administrative expenses.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.