Financial Analysis

"BUSINESS COMBINATIONS Acquisition of Marcum LLP On November 1, 2024, the Company completed the acquisition of Marcum LLP (Marcum), an accounting and advisory services firm headquartered in New York City with offices in major markets throughout the United States, to expand the breadth and depth of the Companys professional services portfolio in the U.S. Pursuant to the Agreement and Plan of Merger dated July 30, 2024 (the Merger Agreement), a wholly owned subsidiary of the Company (Merger Sub) merged with and into Marcum Advisory Group, a wholly owned subsidiary of Marcum (""MAG""), to which Marcum contributed substantially all of its non-attest business assets and liabilities, (the Merger), resulting in MAG surviving the Merger and becoming a wholly owned subsidiary of the Company. In a separate transaction, CBIZ CPAs P.C., with which the Company has an existing ASA, purchased from Marcum substantially all of Marcums attest business assets, subject to certain exclusions (the ""Attest Purchase""). As noted in Note 1, Basis of Presentation and Significant Accounting Policies, the Company does not consolidate certain CPA firms with whom we maintain ASAs, including CBIZ CPAs P.C., therefore, the Merger solely is referred to herein as the Transaction. At closing, the purchase price for the Transaction consisted of an aggregate of $1,063.0 million of cash consideration and $934.7 million of share consideration, which represents the fair value of 13.6 million shares of the Company' …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

"COMMITMENTS AND CONTINGENCIES Acquisitions - The purchase price that we normally pay for businesses and client lists consists of two components: an up-front non-contingent portion, and a portion which is contingent upon the acquired businesses or client lists future performance. The fair value of the contingent purchase price consideration is recorded at the date of acquisition and re-measured each reporting period until the liability is settled. Shares of our common stock that are issued in connection with acquisitions may be contractually restricted from sale for periods up to one year. Acquisitions are further disclosed in Note 2, Business Combinations. Indemnifications - We have various agreements in which we may be obligated to indemnify the other party with respect to certain matters. Generally, these indemnification clauses are included in contracts arising in the normal course of business under which the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations, warranties, covenants or agreements, related to matters such as title to assets sold and certain tax matters. Payment by us under such indemnification clauses are generally conditioned upon the other party making a claim. Such claims are typically subject to challenge by us and to dispute resolution procedures specified in the particular contract. Further, our obligations under these agreements may be limited in terms of time and/or amount and, in some …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"DEBT AND FINANCING ARRANGEMENTS 2024 Credit Facilities - On November 1, 2024, the Company entered into an Amended and Restated Credit Agreement, by and among CBIZ Operations, Inc., as the Borrower, the Company, the several banks, financial institutions, institutional lenders and other investors from time to time party thereto as the Lenders, and Bank of America, N.A., as Agent, as Issuing Bank and as Swing Line Bank (as amended by that certain First Amendment, dated as of March 7, 2025 and as further amended by that certain Second Amendment, dated as of April 29, 2025, the ""2024 Credit Facilities"") providing for $2,000.0 million in senior secured credit facilities, consisting of a $1,400.0 million term loan (the Term Loan) and $600.0 million revolving credit facility (the Revolving Credit Facility). The 2024 Credit Facilities amend and restate the 2022 credit facility entered into on May 4, 2022 (the ""2022 Credit Facility""). The proceeds of the Term Loan were used to pay the cash consideration and make certain other payments in connection with the closing of the Transaction and to repay outstanding amounts under the 2022 Credit Facility. Th e 2024 Credit Facilities mature on November 1, 2029. The Term Loan provides for scheduled annual principal amortization payments of 5% in the first two years following closing, 7.5% annually in the third and fourth year following closing and 10% in the fifth year following closing, with the balance due at maturity. The commitments und …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following tables disaggregate our revenue by source (in thousands): For the Year Ended December 31, 2025 Financial Services Benefits and Insurance Services National Practices Consolidated Accounting, tax, advisory and consulting $ 2,301,462 $ $ $ 2,301,462 Core Benefits and Insurance Services 391,766 391,766 Non-core Benefits and Insurance Services 17,867 17,867 Managed networking, hardware services 46,896 46,896 Total revenue $ 2,301,462 $ 409,633 $ 46,896 $ 2,757,991 For the Year Ended December 31, 2024 Financial Services Benefits and Insurance Services National Practices Consolidated Accounting, tax, advisory and consulting $ 1,362,539 $ $ $ 1,362,539 Core Benefits and Insurance Services 383,550 383,550 Non-core Benefits and Insurance Services 17,498 17,498 Managed networking, hardware services 41,526 41,526 National Practices consulting 8,359 8,359 Total revenue $ 1,362,539 $ 401,048 $ 49,885 $ 1,813,472 For the Year Ended December 31, 2023 Financial Services Benefits and Insurance Services National Practices Consolidated Accounting, tax, advisory and consulting $ 1,160,686 $ $ $ 1,160,686 Core Benefits and Insurance Services 365,848 365,848 Non-core Benefits and Insurance Services 16,757 16,757 Managed networking, hardware services 36,984 36,984 National Practices consulting 10,919 10,919 Total revenue $ 1,160,686 $ 382,605 $ 47,903 $ 1,591,194 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

EMPLOYEE STOCK PLANS Employee Stock Purchase Plan - The 2007 Employee Stock Purchase Plan (ESPP), which has a termination date of June 30, 2026, allows qualified employees to purchase shares of common stock through payroll deductions up to a limit of $25,000 of stock per calendar year. The price an employee pays for shares is 85% of the fair market value of our common stock on the last day of the purchase period. Purchase periods begin on the sixteenth day of the month and end on the fifteenth day of the subsequent month. Other than a one-year holding period from the date of purchase, there are no vesting or other restrictions on the stock purchased by employees under the ESPP. The total number of shares of common stock that can be purchased under the ESPP shall not exceed 2.0 million shares. Stock Awards - We granted various stock-based awards through the year ended December 31, 2025 under the CBIZ, Inc. 2019 Stock Omnibus Incentive Plan (2019 Plan). On May 10, 2023, the stockholders of the Company approved an amendment to the 2019 Plan. The amendment added 1.5 million shares to the total number of shares that may be issued under the 2019 Plan. The 2019 Plan, which expires in 2029, permits the grant of various forms of stock-based awards. The terms and vesting schedules for the share-based awards vary by type and date of grant. Under the 2019 Plan, a maximum of 4.6 million stock options, restricted stock or other stock based compensation awards may be granted. Shares subject …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

FAIR VALUE MEASUREMENTS FASB ASC Topic 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is defined as the price that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The inputs used to measure fair value are classified into the following hierarchy: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability Level 3 Unobservable inputs for the asset or liability We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As circumstances change, we will reassess the level in which the inputs are included in the fair value hierarchy. For the years ended December 31, 2025 and 2024, there were no transfers between the valuation hierarchy Levels 1, 2 and 3. The following table summarizes our assets and (liabilities) at December 31, 2 …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

GOODWILL AND OTHER INTANGIBLE ASSETS, NET A summary of changes in the carrying amount of goodwill by operating segment for the years ended December 31, 2025 and 2024 were as follows (in thousands): Financial Services Benefits and Insurance Services National Practices Total Goodwill Gross $ 591,237 $ 324,057 $ 33,873 $ 949,167 Accumulated impairment (44,047) (7,733) (32,207) (83,987) Net at December 31, 2023 $ 547,190 $ 316,324 $ 1,666 $ 865,180 Additions 1,458,747 13,905 1,472,652 Divestitures and other adjustments (6,371) (6,371) Gross 2,043,613 337,962 33,873 2,415,448 Accumulated impairment (44,047) (7,733) (32,207) (83,987) Net at December 31, 2024 $ 1,999,566 $ 330,229 $ 1,666 $ 2,331,461 Additions 1,876 1,876 Other adjustment (1) (5,814) 2,276 (3,538) Gross 2,039,675 340,238 33,873 2,413,786 Accumulated impairment (44,047) (7,733) (32,207) (83,987) Net at December 31, 2025 $ 1,995,628 $ 332,505 $ 1,666 $ 2,329,799 (1) During the year ended December 31, 2025, we finalized the purchase price allocations related to the Transaction and EIIA acquisition, and recorded $3.5 million in net adjustments to goodwill. Refer to Note 2, Business Combinations, for further discussion. As discussed in Note 1, Basis of Presentation and Significant Accounting Polices, during the fourth quarter of 2025, we completed certain organizational reporting changes which resulted in a realignment of the reporting units in both the Financial Services and Benefits and Insurance Services practice grou …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

"INCOME TAXES For financial reporting purposes, income before income taxes includes the following components (in thousands): 2025 2024 2023 United States $ 160,630 $ 57,521 $ 165,869 Foreign (Canada) 205 286 434 Total $ 160,835 $ 57,807 $ 166,303 Income tax expense included in the accompanying Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023 was as follows (in thousands): 2025 2024 2023 Current: Federal $ 27,683 $ 23,362 $ 29,835 Foreign 55 76 116 State and local 11,244 8,164 10,298 Total 38,982 31,602 40,249 Deferred: Federal 7,582 (10,920) 3,978 State and local (1,173) (3,913) 1,108 Total 6,409 (14,833) 5,086 Total income tax expense 45,391 16,769 45,335 The provision for income taxes differed from the amount obtained by applying the statutory U.S. federal income tax rate to income before income taxes. The reconciliation from the statutory U.S. federal tax rate to our effective income tax rate, applying ASU 2023-09 prospectively, is as follows (in thousands, except percentages): 2025 Amount % Tax at U.S. federal statutory rate $ 33,775 21.0 % State taxes (net of federal benefit) (1) 8,119 5.0 % Foreign tax effects: Statutory rate difference between Canada and U.S. 12 % Change in valuation allowances 17 % Non-taxable or non-deductible items: Meals and entertainment 1,928 1.2 % Other 1,389 0.9 % Reserves for uncertain tax positions 688 0.4 % Other adjustments (537) (0.3) % Provision for income taxes $ 45,391 28.2 % (1) State …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

LEASES We determine if a contract is a lease at inception. We have leases for office space and facilities, automobiles and certain information technology equipment. All of our leases are classified as operating leases and the majority of which are for office space and facilities. Supplemental balance sheet information related to the Companys operating leases as of December 31, 2025 and 2024 was as follows (in thousands): December 31, 2025 December 31, 2024 Weighted-average remaining lease term 7.1 years 7.5 years Weighted-average discount rate 5.94 % 5.91 % The components of lease cost and other lease information as of and during the year ended December 31, 2025 and 2024 are as follows (in thousands): December 31, 2025 December 31, 2024 Operating lease cost $ 90,318 $ 51,783 Cash paid for amounts included in measurement of lease liabilities Operating cash flows for operating leases $ 93,414 $ 52,483 Our leases have remaining lease terms ranging from less than 1 year to approximately 20 years. These leases generally contain renewal options for periods ranging from two to five years. Because the Company is not reasonably certain to exercise these renewal options, the options are not included in the lease term, and associated potential option payments are excluded from lease payments. Maturities of operating lease liabilities and minimum cash commitments under the operating leases as of December 31, 2025 and December 31, 2024 were as follows (in thousands): December 31, 2025 202 …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

"Recent Accounting Pronouncements The FASB ASC is the sole source of authoritative GAAP other than the SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an ASU to communicate changes to the FASB codification. We assess and review the impact of all ASUs. ASUs not listed below were reviewed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements. Accounting Standards Adopted in 2025 In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires additional income tax disclosures on an annual basis, specifically related to the rate reconciliation and income taxes paid. The guidance in this ASU is effective for public companies with fiscal years beginning after December 15, 2024. The Company adopted the amendment on a prospective basis for the year ended December 31, 2025, while continuing to present the pre-ASU 2023-09 disclosures for prior periods, as disclosed in Note 9, Income Taxes. Accounting Standards Issued But Not Yet Adopted In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. The guidance in this ASU is effect …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

EMPLOYEE BENEFITS Employee Savings Plan - We sponsor a qualified 401(k) defined contribution plan that covers substantially all of our employees. Participating employees may elect to contribute, on a tax-deferred basis, up to 80% of their pre-tax annual compensation (subject to a maximum permissible contribution under Section 401(k) of the Internal Revenue Code). Matching contributions by us are 50% of the first 6% of base compensation that the participant contributes, and additional amounts may be contributed at the discretion of the Board of Directors. Participants may elect to invest their contributions in various funds including: equity, fixed income, stable value, and balanced-lifecycle funds. Employer contributions (net of forfeitures) made to the plan during the years ended December 31, 2025, 2024, and 2023 were approximately $34.1 million, $22.9 million and $18.5 million, respectively. Non-qualified Deferred Compensation Plan - We sponsor a non-qualified deferred compensation plan, under which certain members of management and other highly compensated employees may elect to defer receipt of a portion of their annual compensation, subject to maximum and minimum percentage limitations. The amount of compensation deferred under the plan is credited to each participants deferral account and a non-qualified deferred compensation plan obligation is established by us. An amount equal to each participants compensation deferral is transferred into a rabbi trust and invested in …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

RELATED PARTIES The following is a summary of certain agreements and transactions between or among us and certain related parties. Management reviews these transactions as they occur and monitors them for compliance with our Code of Conduct, internal procedures and applicable legal requirements. The Audit Committee reviews and ratifies such transactions annually, or as they are more frequently brought to the attention of the Audit Committee by our Director of Internal Audit, General Counsel or other members of Management. A number of the businesses acquired by us are located in properties owned indirectly by and leased from persons employed by us, none of whom are members of our senior management. In the aggregate, we paid approximately $4.8 million, $1.6 million and $1.2 million during the years ended December 31, 2025, 2024, and 2023, respectively, under such leases. During the year ended December 31, 2025, the Company paid approximately $1.2 million in service fees in the aggregate to two entities in which an immediate family member of our Board of Directors has an ownership interest.

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REVENUE The following tables disaggregate our revenue by source (in thousands): For the Year Ended December 31, 2025 Financial Services Benefits and Insurance Services National Practices Consolidated Accounting, tax, advisory and consulting $ 2,301,462 $ $ $ 2,301,462 Core Benefits and Insurance Services 391,766 391,766 Non-core Benefits and Insurance Services 17,867 17,867 Managed networking, hardware services 46,896 46,896 Total revenue $ 2,301,462 $ 409,633 $ 46,896 $ 2,757,991 For the Year Ended December 31, 2024 Financial Services Benefits and Insurance Services National Practices Consolidated Accounting, tax, advisory and consulting $ 1,362,539 $ $ $ 1,362,539 Core Benefits and Insurance Services 383,550 383,550 Non-core Benefits and Insurance Services 17,498 17,498 Managed networking, hardware services 41,526 41,526 National Practices consulting 8,359 8,359 Total revenue $ 1,362,539 $ 401,048 $ 49,885 $ 1,813,472 For the Year Ended December 31, 2023 Financial Services Benefits and Insurance Services National Practices Consolidated Accounting, tax, advisory and consulting $ 1,160,686 $ $ $ 1,160,686 Core Benefits and Insurance Services 365,848 365,848 Non-core Benefits and Insurance Services 16,757 16,757 Managed networking, hardware services 36,984 36,984 National Practices consulting 10,919 10,919 Total revenue $ 1,160,686 $ 382,605 $ 47,903 $ 1,591,194 Financial Services Revenue primarily consists of professional service fees derived from traditional accounting servi …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

"SEGMENT DISCLOSURES Our business units have been aggregated into three practice groups: (i) Financial Services, (ii) Benefits and Insurance Services and (iii) National Practices, based on the following factors: similarity of the products and services provided to clients, similarity of the regulatory environment in which they operate; and similarity of economic conditions affecting long-term performance. The business units are managed along these segment lines. A general description of services provided by practice groups is provided in the table below. Financial Services Benefits and Insurance Services National Practices Accounting and Tax Employee Benefits Consulting Information Technology Managed Networking and Hardware Services Financial Advisory Payroll / Human Capital Management National Technology Property and Casualty Insurance Government Heath Care Consulting Retirement and Investment Services Corporate and Other - Included in Corporate and Other are operating expenses that are not directly allocated to the individual business units. These expenses primarily consist of certain healthcare costs, gains or losses attributable to assets held in our non-qualified deferred compensation plan, stock-based compensation, consolidation and integration charges, certain professional fees, certain advertising costs and other various expenses. The discrete financial information of those practice groups are available and regularly reviewed by the Chief Operating Decision Maker (""CO …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

COMMON STOCK Share Repurchase Program - Over the past twenty years, our Board of Directors has annually renewed the Companys share repurchase program, which permits the Company to repurchase, in accordance with SEC rules, up to 5 million shares of our outstanding common stock (i) in the open market, (ii) in privately negotiated transactions, or (iii) under Rule 10b5-1 trading plans (the Share Repurchase Program). The Board of Directors authorized the Share Repurchase Program on February 11, 2026, permitting repurchases through March 31, 2027. Common Stock Issued for the Transaction - Pursuant to the Agreement and Plan of Merger, dated as of July 30, 2024, by and among the Company, Marcum and the other parties thereto (the Merger Agreement) and as part of the total purchase price consideration, we issued shares of our common stock to the selling shareholders in the Transaction. Refer to Note 2, Business Combinations, for more detail. Right of First Refusal Program - Pursuant to the Merger Agreement, the Company and selling shareholders entered into a Right of First Refusal Agreement (the ROFR Agreement). Under the ROFR Agreement, the selling shareholders granted the Company a right of first refusal to repurchase all or any portion of our common stock issued to the selling shareholders pursuant to the Merger Agreement. The Company holds the right of first refusal until November 1, 2028. The Share Repurchase Program does not obligate us to acquire any specific number of shares a …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

SUBSEQUENT EVENTS Finalization of Working Capital Adjustment Related to Transaction On January 26, 2026, the Company finalized the working capital and related purchase price adjustment associated with the Transaction in accordance with the applicable provisions of the Merger Agreement. As a result, the Company received approximately $50.0 million in cash on January 26, 2026. In addition, the Company recorded a notes receivable of $10.7 million, of which $3.5 million was received on January 26, 2026, from Marcum and Marcum Partners SPV LLC, entities not owned by CBIZ, related to the remaining working capital payments. Share Repurchase Program On February 11, 2026, our Board of Directors authorized the continuation of the Share Repurchase Program, which has been renewed annually for the past twenty years. It is effective beginning March 31, 2026, to which the amount of shares to be purchased will be reset to 5.0 million, and expires one year from the respective effective date. The Share Repurchase Program allows the Company to purchase shares of its common stock (i) in the open market, (ii) in privately negotiated transactions, or (iii) under Rule 10b5-1 trading plans. Privately negotiated transactions may include purchases from employees, officers and directors, in accordance with SEC rules. Privately negotiated transactions may also include purchases from former partners of Marcum pursuant to the Companys right, but not obligation, to repurchase any shares issued to such form …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

BUSINESS COMBINATIONS Stock Consideration Transferred Pursuant to the terms of the Transaction, with respect to the 13.6 million shares of stock consideration, approximately 7.3 million shares, in aggregate, were delivered from January 2, 2025 to March 31, 2026 to the selling shareholders. The remaining 6.2 million shares will be delivered in 21 monthly installments starting on April 1, 2026. Working Capital Adjustment Related to Transaction During the three months ended March 31, 2026, the Company finalized the working capital and related purchase price adjustment associated with the Transaction in accordance with the applicable provisions of the Merger Agreement. As a result, the Company received $46.5 million in cash on January 26, 2026. In addition, the Company recorded a notes receivable of $10.7 million, of which $3.5 million was received on January 26, 2026, from Marcum and Marcum Partners SPV LLC, entities not owned by CBIZ, related to the remaining working capital payments. Total cash received from the finalization of working capital adjustment was $50.0 million during the three months ended March 31, 2026. The Company recorded a gain of $57.2 million related to this final working capital adjustment. Additionally, the Company recorded a gain of $0.8 million associated with other acquisition related adjustments. Both gains were reported as Gain from acquisition related adjustments, net in the accompanying condensed consolidated statements of operations. In addition to …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

COMMITMENTS AND CONTINGENCIES Letters of Credit and Guarantees - We provide letters of credit to landlords (lessors) of our leased premises in lieu of cash security deposits, which totaled $3.2 million and $3.2 million at March 31, 2026 and December 31, 2025, respectively. In addition, we provide license bonds to various state agencies to meet certain licensing requirements. The amount of license bonds outstanding was $2.2 million and $2.1 million at March 31, 2026 and December 31, 2025, respectively. Legal Proceedings - On November 10, 2023, CBIZ was named as a defendant in a putative class action lawsuit in the United States District Court for the District of Massachusetts by an individual claiming to be an employee of a CBIZ client whose personally identifiable information (PII) was compromised and stolen during a cyberattack CBIZ experienced on or about May 31, 2023. As a result of this incident, hackers were able to access and download certain files from CBIZs MOVEit Transfer server. The lawsuit alleges that CBIZ and Progress Software Corporation, the owner of MOVEit Transfer, failed to adequately secure and safeguard the individuals, and similarly situated employees of CBIZs clients, PII from unauthorized access. The lawsuit seeks various remedies, including actual, compensatory, and punitive damages, along with injunctive relief, costs, and attorneys fees. On December 8, 2023, CBIZ was named as a defendant in a second putative class action lawsuit in the United States …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"DEBT AND FINANCING ARRANGEMENTS 2024 Credit Facilities - Our primary financing arrangement is the 2024 Credit Facilities. The 2024 Credit Facilities is a $2.0 billion senior secured credit facilities, consisting of a $1.4 billion term loan (the Term Loan) and $600.0 million revolving credit facility (the Revolving Credit Facility). Th e 2024 Credit Facilities matures on November 1, 2029. The Term Loan provides for scheduled annual principal amortization payments of 5% in the first two years following closing, 7.5% annually in the third and fourth year following closing and 10% in the fifth year following closing, with the balance due at maturity. The 2024 Credit Facilities contains certain restrictive covenants customary for facilities of this type, including restrictions on indebtedness, liens or other encumbrances, making certain payments, investments, or to sell or otherwise dispose of a substantial portion of assets, or to merge or consolidate with an unaffiliated entity. The 2024 Credit Facilities also limits our ability to make dividend payments. Historically, we have not paid cash dividends on our common stock. Our Board of Directors has discretion over the payment and level of dividends on our common stock, subject to the limitations of the 2024 Credit Facilities and applicable law. The 2024 Credit Facilities contains a provision that, in the event of a defined change in control, the 2024 Credit Facilities may be terminated. In addition, the 2024 Credit Facilities in …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

"EMPLOYEE STOCK PLANS We granted various stock-based awards under the CBIZ, Inc. 2019 Stock Omnibus Incentive Plan, as amended (the 2019 Plan). The 2019 Plan, which expires in 2029, permits a maximum of 4.6 million stock options, restricted stock or other stock-based compensation awards may be granted. The terms and vesting schedules for the stock-based awards vary by type and date of grant. Shares subject to award under the 2019 Plan may be either authorized but unissued shares of our common stock or treasury shares. Refer to Note 15, Employee Stock Plans to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025 for further discussion on the 2019 Plan and descriptions of the types of stock-based awards. Compensation expense for stock-based awards recognized during the three months ended March 31, 2026 and 2025 was as follows (in thousands): Three Months Ended March 31, 2026 2025 Restricted stock units and awards $ 6,370 $ 4,859 Performance share units 1,160 780 Total stock-based compensation expense $ 7,530 $ 5,639 Stock Options and Restricted Stock Units and Awards The Company did not grant any stock options, nor were any stock options exercised during the three months ended March 31, 2026. As of March 31, 2026, we have 150 thousand stock options outstanding with a weighted average exercise price per share of $35.22. During the first quarter of 2026, the Company granted a total of 698 thousand Restricted Stock …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

FAIR VALUE MEASUREMENTS The following table summarizes our assets and (liabilities) at March 31, 2026 and December 31, 2025, respectively, that are measured at fair value on a recurring basis subsequent to initial recognition and indicates the fair value hierarchy of the valuation techniques utilized by us to determine such fair value (in thousands): Level March 31, 2026 December 31, 2025 Assets of deferred compensation plan 1 $ 181,515 $ 186,870 Available-for-sale debt securities 1 $ 45,053 $ 45,004 Other depository assets 1 $ 67 $ 470 Deferred compensation plan obligations 1 $ (181,515) $ (186,870) Interest rate swaps 2 $ (950) $ (3,602) Bank debt, net 2 $ (1,536,373) $ (1,455,924) Contingent purchase price liabilities 3 $ (35,977) $ (40,248) During the three months ended March 31, 2026 and 2025, there were no transfers between the valuation hierarchy Levels 1, 2 and 3. The following table summarizes the change in Level 3 fair values of our contingent purchase price liabilities for the three months ended March 31, 2026 and 2025 (pre-tax basis, in thousands): 2026 2025 Beginning balance December 31 $ (40,248) $ (96,967) Additions from business acquisitions (1,835) (757) Settlement of contingent purchase price liabilities 6,301 32,228 Change in fair value of contingencies 128 170 Change in net present value of contingencies (323) (637) Ending balance March 31 $ (35,977) $ (65,963) The following table summarizes the changes in contingent purchase price consideration for previo …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

GOODWILL During the first quarter of 2026, we completed certain organizational changes which resulted in a change to our presentation of reportable segments. The National Practice practice group, which consisted of a single reporting unit, is now included in the Financial Services practice group to align the internal management and reporting structure with the services provided by the practice groups. As of February 28, 2026, immediately after the organizational changes, there are a total of five reporting units, of which three are within the Financial Services practice group and two are within the Benefits and Insurances practice group. As a result of the aforementioned changes in reporting units, we performed a qualitative assessment immediately before the change in reporting units as it relates to the two reporting units impacted by the change. We concluded that it was more likely than not that the fair values of these reporting units immediately before the change exceeded their respective carrying values and, therefore, goodwill related to those reporting units immediately before the change was determined to not be impaired. The change in reporting units is considered a triggering event. We performed a quantitative assessment immediately after the change in reporting units by comparing the fair values of the reporting units to their respective carrying values. In measuring the estimated fair value of each reporting unit, we utilized a combination of an income approach and …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

NEW ACCOUNTING PRONOUNCEMENTS Recent Accounting Pronouncements - The FASB ASC is the sole source of authoritative GAAP other than the SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an ASU to communicate changes to the FASB codification. We assess and review the impact of all ASUs. ASUs not listed below were reviewed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements. Accounting Standard Adopted in 2026 - In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05). This standard introduces a practical expedient for all entities when estimating expected credit losses on current accounts receivable and contract assets arising from transactions under ASC Topic 606. Under the practical expedient, entities may assume that conditions at the balance sheet date remain unchanged over the life of the asset, reducing the need to prepare complex macroeconomic forecasts for short-term balances. ASU 2025-05 is effective for public companies with annual periods beginning after December 15, 2025, and interim periods within such fiscal years, with prospective application required. We adopted ASU 2025-05 in 2026 and the adoption had no material impact on our unaudited consolidated financial statements. …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

"SEGMENT DISCLOSURES As discussed in Note 13. Goodwill, the National Practices reportable segment, which consisted of a single reporting unit, was combined with a reporting unit included in the Financial Services practice group to better align our current internal management information reviewed by Chief Operating Decision Maker and reporting structure with the services provided. As a result of these changes, we now operate with two reportable segments: Financial Services and Benefits and Insurances Services. Financial results of the Financial Service Practice Group for the three months ended March 31, 2025 were adjusted to reflect the change in reportable segments. Corporate and Other - Included in Corporate and Other are operating expenses that are not directly allocated to the individual business units. These expenses primarily consist of certain health care costs, gains or losses attributable to assets held in our non-qualified deferred compensation plan, stock-based compensation, consolidation and integration charges, certain professional fees, certain advertising costs, and other various expenses. Accounting policies of the practice groups are the same as those described in Note 1, Basis of Presentation and Significant Accounting Policies, to the Annual Report on Form 10-K for the year ended December 31, 2025. Upon consolidation, intercompany accounts and transactions are eliminated, thus inter-segment revenue is not included in the measure of profit or loss for the pra …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Selected Terms Used in Notes to the Condensed Consolidated Financial Statements ASA Administrative Service Agreement ASC Accounting Standards Codification ASU Accounting Standards Update CPA firm Certified Public Accounting firm FASB The Financial Accounting Standards Board GAAP United States Generally Accepted Accounting Principles SOFR Secured Overnight Financing Rate SEC United States Securities and Exchange Commission Transaction On November 1, 2024, the Company completed the acquisition of Marcum LLP (Marcum), an accounting and advisory services firm headquartered in New York City with offices in major markets throughout the United States, to expand the breadth and depth of the Companys professional services portfolio in the U.S. Pursuant to the Agreement and Plan of Merger dated July 30, 2024 (the Merger Agreement), a wholly owned subsidiary of the Company, merged with and into Marcum Advisory Group, a wholly owned subsidiary of Marcum (""MAG""), to which Marcum contributed substantially all of its non-attest business assets and liabilities, (the Merger), resulting in MAG surviving the Merger and becoming a wholly owned subsidiary of the Company. In a separate transaction, CBIZ CPAs P.C., with which the Company has an existing ASA, purchased from Marcum substantially all of Marcums attest business assets, subject to certain exclusions (the ""Attest Purchase""). As noted in Note 1, Basis of Presentation and Significant Accounti …

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COMMON STOCK Common Stock Issued for the Transaction - Pursuant to the Merger Agreement and as part of the total purchase price consideration, we issued shares of our common stock to the selling shareholders in the Transaction. Refer to Note 3, Business Combinations, for more detail. Right of First Refusal Program - Pursuant to the Merger Agreement, the Company and selling shareholders entered into a Right of First Refusal Agreement (the ROFR Agreement). Under the ROFR Agreement, the selling shareholders granted the Company a right of first refusal to repurchase all or any portion of our common stock issued to the selling shareholders pursuant to the Merger Agreement. The Company holds the right of first refusal until November 1, 2028. Share Repurchase Program - Over the past twenty years, our Board of Directors has annually renewed the Companys Share Repurchase Program. On February 11, 2025, the Board of Directors renewed and authorized the Share Repurchase Program, permitting repurchases through March 31, 2026, of up to 5 million shares of our outstanding common stock (i) in the open market, (ii) in privately negotiated transactions, or (iii) under Rule 10b5-1 trading plans. On February 11, 2026, our Board of Directors authorized the continuation of the Share Repurchase Program. It was effective beginning on February 11, 2026 from which the amount of shares of common stock available to be purchased by the Company was reset to 5 million shares, and the Share Repurchase Progr …

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SUBSEQUENT EVENTSSubsequent to March 31, 2026 and through April 27, we repurchased approximately 27thousand shares of our common stock under the ROFR Agreement at a total cost of approximately $0.8million and we repurchased 0.9million shares of our common stock at a total cost of approximately $27.0million in the open market. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing