8-K: Climb Global Solutions Acquires Interworks.cloud

Climb Global Solutions strengthens its European cloud and software distribution by acquiring Greece-based interworks.cloud for approximately €8.0 million, expanding its Microsoft partnership and market reach in Southeastern Europe.

Summary

• Climb Global Solutions, Inc. (NASDAQ:CLMB) completed the acquisition of 100% of the issued and outstanding share capital of Interworks Single Member SA (interworks.cloud), a Greece-based value-added cloud distributor.
• The aggregate purchase price for the acquisition was approximately €8.0 million (equivalent to $9.4 million USD), subject to certain adjustments.
• Interworks.cloud operates in Southeastern Europe, including Greece, Malta, Cyprus, and Bulgaria, and has over 600 cloud reseller and managed service provider (MSP) relationships.
• Key vendor partnerships of Interworks include Microsoft, Acronis, Google, AnyDesk, NinjaOne, Nord Security, ThreatDown, and Blackwall.
• For its fiscal year ended December 31, 2025, Interworks reported adjusted EBITDA of approximately €901,000 ($1.0 million USD), representing an 86% increase from the prior fiscal year's adjusted EBITDA of approximately €485,000 ($548,000 USD).
• The acquisition is expected to be accretive to Climb's earnings per share and adjusted EBITDA.
• The 'Infiterra' subscription commerce platform business, previously operating within the Target, was demerged on September 19, 2025, and is not part of this acquisition.
• The Share Purchase Agreement includes customary representations, warranties, covenants, and indemnities, with the seller's total aggregate liability for claims capped at €8,000,000.
• The seller (Infiterra Holding Limited) and key individuals (Vassilios Zografos, Apostolos Karakaxas) are subject to restrictive covenants for three years post-completion, preventing direct competition in technology distribution and reseller activities.
• Climb Global Solutions will repay existing Eurobank and Optima loans of Interworks and indemnify Vassilios Zografos and Apostolos Karakaxas for their personal guarantees on these loans.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this acquisition positively due to the strong growth of the acquired entity, its strategic alignment with Climb's European expansion and Microsoft partnership goals, and the expected accretion to earnings and EBITDA.

Positives

• Acquisition expands Climb's cloud and software distribution capabilities across Europe, aligning with its strategic goals.
• Strengthens Climb's Pan-European Microsoft partnership and enhances its position within the Microsoft CSP ecosystem.
• Interworks brings an established regional presence in Southeastern Europe (Greece, Malta, Cyprus, Bulgaria) with over 600 cloud reseller and MSP relationships.
• Interworks demonstrated strong financial performance with adjusted EBITDA growing 86% from €485,000 in FY2024 to €901,000 in FY2025.
• The transaction is explicitly expected to be accretive to Climb's earnings per share and adjusted EBITDA.
• The full Interworks team will join Climb, ensuring continuity and high-quality local support for partners and customers.
• The acquisition is anticipated to enhance Climb's ability to drive cross-sell opportunities and build greater depth with partners.

Risks

• Inability to recognize the anticipated benefits of the acquisition, including expected accretion to earnings and EBITDA.
• Challenges in the continued acceptance of Climb's distribution channel by vendors and customers.
• Risks associated with the timely availability and acceptance of new products, product mix, and general market conditions.
• Exposure to competitive pricing pressures in the IT distribution market.
• Potential difficulties in the successful integration of Interworks into Climb's existing operations.
• Dependence on the contribution of key vendor relationships and support programs.
• Macroeconomic factors such as inflation, import and export tariffs, and interest rate fluctuations.
• Risks related to the successful integration of artificial intelligence tools into business operations.
• General risks and uncertainties inherent to the software industry.
• Potential for 'Leakage' (unpermitted payments from the Target to the Seller or its associates) between the Locked Box Date (December 31, 2025) and Completion (February 24, 2026), for which the Seller provides an indemnity.
• Seller's liability for warranty and tax claims is capped at €8,000,000, with a retention of €40,000 for certain claims, and a €15,000 de minimis claim threshold, potentially limiting recovery for smaller or aggregated issues.

Future Outlook

Climb Global Solutions expects the acquisition to be accretive to its earnings per share and adjusted EBITDA. The company aims to expand its cloud and software distribution capabilities across Europe, strengthen its Pan-European Microsoft partnership, drive cross-sell opportunities, and build deeper relationships with partners, positioning Climb as a leading cloud and software distributor in Southeastern Europe.

Management Comments

• "The acquisition of Interworks builds upon our strategy to expand our cloud and software distribution capabilities across Europe while strengthening our Pan-European Microsoft partnership." Dale Foster, Climb CEO.
• "Having worked alongside Interworks for nearly a decade, we have developed strong alignment in culture, strategy and partner focus." Dale Foster, Climb CEO.
• "Interworks brings an experienced management team, established Microsoft CSP business, multi-country footprint and deep expertise in cloud marketplace and MSP-focused distribution." Dale Foster, Climb CEO.
• "Interworks will enhance our ability to drive cross-sell opportunities, build greater depth with our partners and position Climb as the distributor of choice across Southeastern Europe." Dale Foster, Climb CEO.
• "Importantly, the full Interworks team will join Climb, ensuring continuity and high-quality local support for partners and customers, while benefiting from our global scale and investment." Dale Foster, Climb CEO.
• "This acquisition meaningfully strengthens our position within the Microsoft CSP ecosystem across Europe and enhances our ability to support partners at scale while meeting Microsofts evolving compliance and partner requirements." Dale Foster, Climb CEO.
• "We expect the acquisition to be accretive to earnings and adjusted EBITDA, as well as position Climb as a leading cloud and software distributor across Southeastern Europe." Dale Foster, Climb CEO.
• "Since our inception, Interworks has built a partner-first cloud distribution model across Southeastern Europe, supporting more than 600 resellers and MSPs with high-quality local enablement, support and marketplace capabilities." Stamatis Barbounakis, Interworks Managing Director.
• "Climb shares our culture, our standards, and our focus on scalable, partner-centric distribution, particularly within the Microsoft CSP ecosystem." Stamatis Barbounakis, Interworks Managing Director.
• "Joining Climb is a major milestone for our team and our partners, and we believe it positions Interworks to increase reach, broaden our vendor and solution capabilities, and deliver even greater value across our markets." Stamatis Barbounakis, Interworks Managing Director.

Industry Context

StockSavvy.ai notes that this acquisition aligns with a broader trend in the IT distribution sector towards consolidating specialized cloud and software distributors to gain market share in specific geographies and strengthen vendor relationships, particularly within the rapidly growing cloud services provider (CSP) ecosystem. The focus on Microsoft CSP business indicates a strategic move to capitalize on the continued expansion of Microsoft's cloud offerings and partner network. The retention of the Interworks team and its existing reseller/MSP relationships suggests a strategy to leverage local expertise and established networks for seamless integration and continued growth in Southeastern Europe.

Comparison to Industry Standards

• Interworks' 86% adjusted EBITDA growth from FY2024 to FY2025 (from €485,000 to €901,000) significantly outperforms typical growth rates for established IT distributors, suggesting a high-growth asset.
• The acquisition price of approximately €8.0 million for a company with €901,000 adjusted EBITDA in FY2025 implies a multiple of approximately 8.9x EBITDA (8.0M / 0.901M). This multiple is within a reasonable range for strategic acquisitions in the high-growth cloud distribution sector, especially for companies with strong vendor partnerships like Microsoft.
• The integration of a specialized cloud distributor with over 600 reseller and MSP relationships in Southeastern Europe positions Climb to compete more effectively with larger, more diversified global IT distributors that are also expanding their cloud portfolios and regional presence.

Management Changes

Corporate Governance

Legal Proceedings

• The Target (Interworks Single Member SA) is not engaged in any legal, administrative, mediation, or arbitration proceedings (except as claimant for the collection of unpaid debts in the ordinary course of business), and no such proceedings are pending or threatened in writing.
• There is no unfulfilled or unsatisfied judgment or court order outstanding against the Target.
• No governmental or official investigation, inquiry, or enforcement proceedings concerning the Target or any of its directors, associates, or employees is in progress or pending, nor has any written notice of such been received.

Related Party Transactions

• The Seller (Infiterra Holding Limited) repaid an intercompany loan balance of €1,101,082.75 to the Target at Completion.
• The 'Carved-Out Business' (Infiterra subscription commerce platform) was previously operating within the Target and was transferred via a demerger deed dated September 19, 2025. The Seller indemnifies the Buyer against liabilities related to this carved-out business prior to Completion.
• The Share Purchase Agreement includes restrictive covenants for the Seller and individuals (Vassilios Zografos, Apostolos Karakaxas) to protect the Buyer's interest in the Target's goodwill and know-how.
• The filing states that there have been no outstanding written contracts or arrangements between the Target and the Seller or any associate of the Seller or any director of the Target during the 3 years prior to the agreement, other than employment contracts entered into in the ordinary course of business.

Stakeholder Impact

• Shareholders of Climb Global Solutions are expected to benefit from increased earnings per share and adjusted EBITDA, expanded market reach in Europe, and strengthened strategic partnerships.
• Employees of Interworks are expected to join Climb, ensuring continuity and local support, potentially gaining new career opportunities within a larger global organization.
• Customers, resellers, and MSPs of Interworks will continue to receive high-quality local enablement and support, potentially benefiting from Climb's global scale and broader vendor/solution capabilities.
• Suppliers and vendors of Interworks, particularly Microsoft, are expected to see strengthened and expanded partnerships through Climb's global platform.
• Creditors of Interworks (Eurobank and Optima Bank) will have their loans repaid in full at Completion by the Buyer, ensuring full settlement of outstanding indebtedness.

Next Steps

• Climb Global Solutions will integrate Interworks into its existing operations.
• The Buyer (Climb) will elect a new board of directors for the Target (Interworks) at a general meeting of shareholders following Completion.
• The Buyer will procure the repayment and discharge of the Eurobank Loan and Optima Loan at Completion.
• The Seller, Vassilios Zografos, and Apostolos Karakaxas are subject to restrictive covenants for three years following Completion, preventing competition in specific technology distribution and reseller activities.
• The Buyer and Seller have post-completion obligations regarding confidentiality of commercial information and sharing of information for regulatory compliance for five years.

Key Dates

Recommendation

The acquisition of Interworks.cloud is a highly strategic move for Climb Global Solutions, expanding its footprint in a high-growth European market and strengthening its critical Microsoft partnership. The acquired company demonstrates robust financial performance with 86% EBITDA growth, and the transaction is explicitly expected to be accretive to Climb's earnings and EBITDA. This indicates a well-executed acquisition that should drive significant value for shareholders. The retention of the management team and existing partner network further de-risks the integration and points to continued operational success.

Keywords

Cloud Distribution, Software Distribution, Acquisition, Climb Global Solutions, Interworks.cloud, Microsoft CSP, Southeastern Europe, IT Channel, Managed Service Provider, Technology Acquisition, Corporate Governance, SEC Filing, Form 8-K