CBIZ reports $702.24 million revenue for Q3 2026

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For the transition period from________ to ________

Commission File Number 1-32961

(Exact name of registrant as specified in its charter)

For the quarterly period ended June September 30 , 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 to (Exact name of registrant as specified in its charter)

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5959 Rockside Woods , N. Suite 600 Independence , Ohio

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Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.01 Par Value CBZ New York Stock Exchange

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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Large accelerated filer ☒ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes clas se s of common stock, as of the latest practicable date:

Class of Common Stock Outstanding at July 27, 2026

Outstanding at October 19, 2026

Common Stock, $0.01 par value 54,263,879

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Financial statements 150 changes

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Restricted cash 49,615 38,234

Total current assets 1,004,199 899,249

Right-of-use assets, net 400,084 334,048

Other non-current assets 35,640 38,329

Total non-current assets 3,569,507 3,510,279

Total assets $ 4,573,706 $ 4,409,528

Cash and cash equivalents $ 20,901 $ 18,290

Accounts receivable, net 711,919 555,995

Other current assets 86,717 79,693

Current assets before funds held for clients 869,152 692,212

Funds held for clients 135,047 207,037

Total current assets

Property and equipment, net 84,777 81,242

Goodwill and other intangible assets, net 2,846,962 2,869,790

Assets of deferred compensation plan 202,044 186,870

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Accounts payable $ 115,513 $ 90,934

Lease liabilities 59,135 64,674

Non-current liabilities:

Lease liabilities 387,417 307,905

Other non-current liabilities 6,188 7,177

Total non-current liabilities 2,022,129 1,911,867

Total liabilities 2,705,974 2,647,461

Income taxes payable 30,117 11,008

Accrued personnel costs 155,525 197,534

Contingent purchase price liabilities 17,406 30,035

Other current liabilities 86,866 68,299

Current liabilities before client fund obligations 548,537 528,856

Client fund obligations 135,308 206,738

Total current liabilities 683,845 735,594

Income taxes payable 2,654 3,009

Deferred income taxes, net 44,566 7,141

Deferred compensation plan obligations 201,964 186,870

Contingent purchase price liabilities 3,606 10,213

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Common stock 1,467 1,447

Retained earnings 1,182,957 1,011,566

Treasury stock ( 1,148,632 ) ( 1,078,521 )

Total stockholders' equity 1,867,732 1,762,067

Additional paid in capital 1,831,241 1,830,866

Accumulated other comprehensive income (loss) 699 ( 3,291 )

Total stockholders' equity

Total liabilities and stockholders' equity $ 4,573,706 $ 4,409,528

See the accompanying notes to the unaudited condensed consolidated financial statements (1) See Note 6. Debt and Financing Arrangements for further discussion of the short-term and long-term debt.

. Debt and Financing Arrangements for further discussion of the short-term and long-term debt.

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June 30, Six Months Ended

Revenue $ 682,206 $ 683,496 $ 1,530,785 $ 1,521,510

Operating expenses 609,768 595,587 1,232,330 1,205,499

Gross margin 72,438 87,909 298,455 316,011

Operating income 34,072 60,272 218,578 260,304

Corporate general and administrative expenses 38,366 27,637 79,877 55,707

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Interest expense ( 24,335 ) ( 27,867 ) ( 48,251 ) ( 53,023 )

Gain from acquisition related adjustments, net — — 57,955 —

Other income, net 13,949 25,374 9,933 23,408

Income tax expense 5,082 15,837 66,824 65,974

Basic $ 0.31 $ 0.66 $ 2.84 $ 2.59

Diluted $ 0.31 $ 0.66 $ 2.83 $ 2.58

Gain from acquisition and sale of operations, net

Total other (expense) income, net ( 10,386 ) ( 2,493 ) 19,637 ( 29,615 )

Income before income tax expense 23,686 57,779 238,215 230,689

Basic weighted average shares outstanding 59,500 63,542 60,444 63,692

Diluted weighted average shares outstanding 59,703 63,784 60,546 63,960

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Net income $ 18,604 $ 41,942 $ 171,391 $ 164,715

Comprehensive income $ 20,860 $ 39,827 $ 175,381 $ 161,365

Other comprehensive income (loss), net of tax 2,256 ( 2,115 ) 3,990 ( 3,350 )

Comprehensive income

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March 31, 2026 145,734 91,435 1,458 1,831,208 1,164,353 ( 1,110,111 ) ( 1,557 ) 1,885,351

Net income — — — — 18,604 — — 18,604

Share repurchases — 1,300 — — — ( 38,509 ) — ( 38,509 )

Business acquisitions 928 — 9 ( 8,072 ) — — — ( 8,063 )

June 30, 2026 146,705 92,735 $ 1,467 $ 1,831,241 $ 1,182,957 $ ( 1,148,632 ) $ 699 $ 1,867,732

March 31, 2025 141,924 87,835 $ 1,420 $ 1,812,729 $ 1,018,895 $ ( 918,327 ) $ ( 16 ) $ 1,914,701

Net income — — — — 41,942 — — 41,942

Share repurchases — 991 — — — ( 71,321 ) — ( 71,321 )

Business acquisitions 906 — 9 2,059 — — — 2,068

June 30, 2025 142,851 88,827 $ 1,429 $ 1,821,388 $ 1,060,837 $ ( 989,680 ) $ ( 2,131 ) $ 1,891,843

December 31, 2025 144,654 90,274 $ 1,447 $ 1,830,866 $ 1,011,566 $ ( 1,078,521 ) $ ( 3,291 ) $ 1,762,067

Net income — — — — 171,391 — — 171,391

Share repurchases — 2,379 — — — ( 67,472 ) — ( 67,472 )

Business acquisitions 1,820 — 18 ( 15,258 ) — — — ( 15,240 )

June 30, 2026 146,705 92,735 $ 1,467 $ 1,831,241 $ 1,182,957 $ ( 1,148,632 ) $ 699 $ 1,867,732

December 31, 2024 137,945 87,747 $ 1,380 $ 1,791,863 $ 896,122 $ ( 910,601 ) $ 1,219 $ 1,779,983

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and 70 more changes in the filing

Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 8 changes

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Merger Agreement - On July 28, 2026, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Viking ParentCo, Inc., a Delaware corporation ("Parent"), and Viking MergerCo, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the proposed Merger as a direct wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, upon the consummation of the proposed Merger transaction, each share of common stock, par value $ 0.01 per share, of the Company (the "Shares" and each a "Share") issued and outstanding immediately prior to the effective time of the Merger (other than certain excluded shares as set forth in the Merger Agreement) will be converted into the right to receive $ 55.00 per share in cash, without interest thereon (the "Merger Consideration"). The Merger Agreement also provides for the treatment of the Company's outstanding equity awards in accordance with its terms upon consummation of the proposed Merger. The completion of the proposed Merger is subject to customary closing conditions, including the receipt of required regulatory approvals, the absence of any law or order prohibiting the consummation of the transaction and no material adverse effect having occurred since the signing of the Merger Agreement. The Merger Agreement also contains customary representations, warranties, covenants, and termination provisions. If the Merger Agreement is consummated, we will become a privately held company and our common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.

ESPP Error - During the quarter ended June 30, 2026, the Company discovered it inadvertently purchased and delivered up to 481,049 shares of our common stock (the "excess shares") in excess of the number of shares available under its 2007 Employee Stock Purchase Plan (as amended from time to time, the "ESPP") and registered pursuant to two registration statements on Form S-8. The Company determined that it has an obligation to remediate this matter, including amounts expected to be paid to eligible participants for declines in shares price for shares currently held or lost profits for shares previously if sold, related interest, and applicable employer payroll taxes. Management evaluated the error in accordance with the guidance in Staff Accounting Bulletin No. 99, Materiality , and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements . Based on this evaluation, the Company determined, after an evaluation of both quantitative and qualitative factors, that the purchase and delivery of the excess shares did not have a material impact on the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, as amended. However, as a result of the purchase and delivery of the excess shares and the associated obligation, the Company revised the previously issued interim financial information for the three months ended March 31, 2026.

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Description of Business: CBIZ, Inc. is a leading professional services advisor to middle-market businesses nationwide. With industry knowledge and expertise in accounting, tax, advisory, benefits, insurance, and technology, CBIZ delivers actionable insights to help clients anticipate what is next and discover new ways to accelerate growth to clients throughout the United States and parts of Canada. Acting through its subsidiaries, it serves small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises.CBIZ enterprises. CBIZ manages and reports its operations along two practice groups: Financial Services Group and Benefits and Insurance Services Group. A further description of products and services offered by each of the practice groups is provided in Note 15, 1 4 , Segment Disclosures.

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N OT E 2. 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.

Note 3: BUSINESS COMBINATIONS 2 changes

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Pursuant to the terms of the Marcum Transaction, with respect to the 13.6 million shares of stock consideration, approximately 8.2 9.1 million shares, in aggregate, were delivered from January 2, 2025 to June September 30, 2026 to the selling shareholders. The remaining 5.3 4.5 million shares will be delivered in 18 15 monthly installments starting July October 1, 2026.

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During the six nine months ended June September 30, 2026, the Company finalized the working capital and related purchase price adjustment associated with the Marcum Transaction in accordance with the applicable provisions of the Marcum 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 six nine months ended June September 30, 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. comprehensive income.

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Note 4: ACCOUNTS RECEIVABLE, NET 11 changes

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Provision ( 16,027 ) ( 34,447 )

Accounts receivable, net, at June September 30, 2026 and December 31, 2025 was as follows (in thousands):

Trade accounts receivable $ 542,883 $ 469,209

Unbilled revenue, at net realizable value 222,883 136,701

Total accounts receivable 765,766 605,910

Allowance for doubtful accounts ( 53,847 ) ( 49,915 )

Accounts receivable, net $ 711,919 $ 555,995

Changes to the allowance for doubtful accounts for the six nine months ended June September 30, 2026 and year ended December 31, 2025 were as follows (in thousands):

Balance at beginning of period $ ( 49,915 ) $ ( 31,715 )

Charge-offs, net of recoveries 12,095 16,247

Allowance for doubtful accounts $ ( 53,847 ) $ ( 49,915 )

Note 5: DEBT AND FINANCING ARRANGEMENTS 23 changes

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Th e The 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.

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June 30, 2026 December 31, 2025

In addition, the 2024 Credit Facilities includes a financial covenant requiring that Total Net Leverage Ratio not exceed 5.00 to 1.00 initially, stepping down in increments to 3.75 to 1.00 during and after the seventh fiscal quarter after the closing (with a limited ability to temporarily increase in connection with material acquisitions commencing in the sixth fiscal quarter after the closing). The 2024 Credit Facilities also requires a Minimum Consolidated Interest Coverage Ratio of 3.00 to 1.00 and affirmative and negative covenants that are in each case generally similar to those contained in our previous amended and restated 2022 credit facility, but with increases to certain baskets and caps and certain other exceptions. As of June September 30, 2026, we were in compliance with all covenants under the 2024 Credit Facilities.

The balance outstanding under the 2024 Credit Facilities at June September 30, 2026 and December 31, 2025 was as follows (in thousands):

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Revolver Facility $ 178,500 $ 142,400

Current portion debt issuance costs, Term Loan ( 3,525 ) ( 3,628 )

Total short-term debt $ 83,975 $ 66,372

Debt issuance costs, Revolver ( 5,648 ) ( 6,495 )

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Six Months Ended June 30,

Total long-term debt $ 1,375,734 $ 1,389,552

The blended effective interest rates under the 2024 Credit Facilities, including the impact of interest rate swaps associated with those credit facilities, for the six nine months ended June September 30, 2026 and 2025 were as follows:

Nine Months Ended September 30,

Weighted average rates 6.06 % 6.67 %

Range of effective rates 3.54 % - 6.84 %

We had approximately $ 418.3 419.8 million of available funds under the 2024 Credit Facilities at June September 30, 2026, based on the terms of the commitment. Available funds under the 2024 Credit Facilities are based on a multiple of earnings before interest, taxes, depreciation and amortization as defined in the 2024 Credit Facilities, and are reduced by letters of credit, other indebtedness and outstanding borrowings under the 2024 Credit Facilities. Under the 2024 Credit Facilities, loans are charged an interest rate consisting of a base rate or term SOFR rate plus an applicable margin, letters of credit are charged based on the same applicable margin, and a commitment fee is charged on the unused portion of the 2024 Credit Facilities.

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Three Months Ended June 30, Six Months Ended June 30,

Credit facilities $ 24,309 $ 27,862 $ 48,224 $ 53,018

Total $ 24,335 $ 27,867 $ 48,251 $ 53,023

Other Line of Credit

Other Line of Credit - We have an unsecured $ 20.0 million line of credit by and among CBIZ Benefits and Insurance, Inc. and Huntington National Bank ("line of credit"). We utilize this line of credit to support our short-term funding requirements of payroll client fund obligations due to the investment of client funds, rather than liquidating client funds that have already been invested in available-for-sale securities. The line of credit did no t have a balance outstanding at June September 30, 2026 or December 31, 2025. The line of credit was renewed in July 2026 and will now terminate on July 30, 2027.

Interest Expense - Interest expense, including amortization of deferred financing costs, commitment fees, line of credit fees, and other applicable bank charges, for the three and six nine months ended June September 30, 2026 and 2025 was as follows (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

Note 6: COMMITMENTS AND CONTINGENCIES 2 changes

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 June both September 30, 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 $ 2.1 million and $ 2.1 million at June September 30, 2026 and December 31, 2025, respectively.

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Both cases were transferred into a multidistrict litigation, styled as In Re: MOVEit Customer Data Security Breach Litigation, pending in the United States District Court for the District of Massachusetts (the "MDL"). To date, the MDL has over 300 cases against over 100 different defendants, all with claims arising out of the cyber breach by hackers of Progress Software Corporation's MOVEit Transfer software. The MDL has a bellwether structure, under which defendants in the MDL cases have been divided into bellwether and non-bellwether defendants. CBIZ is a non-bellwether defendant. The parties to the two CBIZ MOVEit matters have reached agreement in principle to settle such matters for a combined amount of $ 7.2 million, which CBIZ recorded as a loss as a component of Other income, net on the condensed consolidated statement of comprehensive income for the three and six nine months ended June September 30, 2026. CBIZ anticipates the full such amount being paid by applicable insurance coverage following approval by the MDL court of such settlement.

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Note 7: FINANCIAL INSTRUMENTS 55 changes

Six Months Ended June 30, 2026 Year Ended December 31, 2025

Purchases 6,250 43,375

Redemptions — ( 5,096 )

Maturities ( 5,965 ) ( 34,595 )

Amount Fixed Rate Expiration Fair

Interest rate swap $ 100,000 4.047 % 7/14/2026 $ ( 16 ) Other current liability

Interest rate swap $ 30,000 1.186 % 12/14/2026 $ 361 Other current asset

Interest rate swap $ 100,000 3.850 % 7/14/2027 $ 92 Other non-current asset

Interest rate swap $ 20,000 2.450 % 8/14/2027 $ 334 Other non-current asset

Interest rate swap $ 25,000 3.669 % 4/14/2028 $ 110 Other non-current asset

Interest rate swap $ 25,000 4.488 % 10/14/2028 $ ( 322 ) Other non-current liability

Interest rate swap $ 50,000 3.703 % 3/14/2030 $ 238 Other non-current asset

Interest rate swap $ 50,000 3.503 % 4/14/2030 $ 594 Other non-current asset

$ 50,000 3.658 % 7/14/2030 $ 329 Other non-current asset

$ 50,000 3.680 % 7/15/2030 $ 287 Other non-current asset

Amount Fixed Rate Expiration Fair

Interest rate swap $ 100,000 4.047 % 7/14/2026 $ ( 269 ) Other current liability

Interest rate swap $ 30,000 1.186 % 12/14/2026 $ 628 Other current asset

Interest rate swap $ 100,000 3.850 % 7/14/2027 $ ( 838 ) Other non-current liability

Interest rate swap $ 20,000 2.450 % 8/14/2027 $ 263 Other non-current asset

Interest rate swap $ 25,000 3.669 % 4/14/2028 $ ( 228 ) Other non-current liability

Interest rate swap $ 25,000 4.488 % 10/14/2028 $ ( 805 ) Other non-current liability

Interest rate swap $ 50,000 3.703 % 3/14/2030 $ ( 708 ) Other non-current liability

Interest rate swap $ 50,000 3.503 % 4/14/2030 $ ( 327 ) Other non-current liability

Interest rate swap $ 50,000 3.658 % 7/14/2030 $ ( 637 ) Other non-current liability

Interest rate swap $ 50,000 3.680 % 7/15/2030 $ ( 681 ) Other non-current liability

Available-For-Sale Debt Securities - In connection with certain services provided by our payroll operations, we collect funds from our clients' accounts in advance of paying client obligations. These funds held for clients are segregated and invested in accordance with our investment policy, which requires all investments carry an investment grade rating at the time of initial investment. These investments, primarily consisting of corporate and municipal bonds, are classified as available-for-sale and are included in the "Funds held for clients" line item on the accompanying unaudited Condensed Consolidated Balance Sheets. The par value of these investments totaled $ 45.3 43.8 million and $ 45.0 million at June September 30, 2026 and December 31, 2025, respectively, and these investments have maturity or callable dates ranging from December 2026 through March 2031.

At June September 30, 2026, unrealized losses on the securities were not material and have not been recognized as a credit loss because the bonds are investment grade quality and management is not required or does not intend to sell prior to an expected recovery in value. The bond issuers continue to make timely principal and interest payments.

The following table summarizes activities related to these investments for the six nine months ended June September 30, 2026 and the year ended December 31, 2025 (in thousands):

Fair value at beginning of period $ 45,004 $ 40,999

Change in bond premium ( 28 ) 11

Fair market value adjustment ( 483 ) 310

Fair value at end of period $ 44,778 $ 45,004

In addition to the available-for-sale

In addition to the available-for-sale debt securities discussed above, we also held other depository assets in the amount of $ 0.2 million and $ 0.5 million at June September 30, 2026 and December 31, 2025, respectively. Those depository assets are classified as Level 1 in the fair value hierarchy.

Interest Rate Swaps - We utilize interest rate swaps to manage interest rate risk exposure associated with our floating-rate debt under the 2024 Credit Facilities, or the forecasted acquisition of such liability. We do not purchase or hold any derivative instruments for trading or speculative purposes. Refer to Note 7, Financial Instruments, to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended, for further discussion on our interest rate swaps.

The following table summarizes our outstanding interest rate swaps and their classification in the accompanying unaudited Condensed Consolidated Balance Sheets at June September 30, 2026 and December 31, 2025 (amounts in thousands, except percentages):

Value Balance Sheet Location

Other non-current asset

Other non-current asset

Other non-current asset

Other non-current asset

Other non-current asset

Other non-current asset

Value Balance Sheet Location

Other current liability

Other non-current liability

Refer to Note 9, , Fair Value Measurements, for additional disclosures regarding fair value measurements.

The following table summarizes the effects of the interest rate swaps on the accompanying Condensed Consolidated Statements of Comprehensive Income for the three and six nine months ended June September 30, 2026 and 2025 (in thousands):

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in AOCI, net of tax Gain Reclassified

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Three Months Ended June 30, Three Months Ended June 30,

Interest rate swaps $ 2,246 $ ( 1,719 ) $ 38 $ 594

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in AOCI, net of tax Gain Reclassified

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Six Months Ended June 30, Six Months Ended June 30,

Interest rate swaps $ 4,303 $ ( 2,436 ) $ 127 $ 1,373

Note 8: FAIR VALUE MEASUREMENTS 26 changes

Level June 30, 2026 December 31, 2025

Interest rate swaps 2 $ 2,007 $ ( 3,602 )

Ending balance – June 30 $ ( 21,012 ) $ ( 48,733 )

Three Months Ended June 30, Six Months Ended June 30,

Net (income) expense $ ( 1,773 ) $ 1,020 $ ( 1,578 ) $ 1,487

Cash settlement paid $ 11,910 $ 19,245 $ 18,211 $ 48,764

The following table summarizes our assets and (liabilities) at June September 30, 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):

Assets of deferred compensation plan 1 $ 202,044 $ 186,870

Other depository assets 1 $ 243 $ 470

Deferred compensation plan obligations 1 $ ( 201,964 ) $ ( 186,870 )

Available-for-sale debt securities 2 $ 44,778 $ 45,004

Contingent purchase price liabilities 3 $ ( 21,012 ) $ ( 40,248 )

During the six nine months ended June September 30, 2026 and 2025, there were no transfers between the valuation hierarchy Levels 1, 2, and 3. The Company reclassified its available-for-sale debt securities from Level 1 to Level 2 as these securities are not traded on an exchange as of June September 30, 2026 and December 31, 2025.

The following table summarizes the change in Level 3 fair values of our contingent purchase price liabilities for the six nine months ended June September 30, 2026 and 2025 (pre-tax basis, in thousands):

Beginning balance – December 31 $ ( 40,248 ) $ ( 96,967 )

Additions from business acquisitions ( 1,835 ) ( 2,941 )

Settlement of contingent purchase price liabilities 19,493 52,662

Change in fair value of contingencies 2,117 170

Change in net present value of contingencies ( 539 ) ( 1,657 )

Ending balance – September 30

The following table summarizes the changes in contingent purchase price consideration for previous acquisitions and contingent payments made for previous business acquisitions in the three and six nine months ended June September 30, 2026 and 2025, respectively (in thousands):

Three Months Ended September

Nine Months Ended September

Net (income) expense

Cash settlement paid

Shares issued (number) 36 14 36 47

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Note 9: OTHER COMPREHENSIVE INCOME 122 changes

Three Months Ended June 30, Six Months Ended June 30,

The following table is a summary of other comprehensive income (loss) and discloses the tax impact of each component of other comprehensive income (loss) for the three and six nine months ended June September 30, 2026 and 2025 (in thousands):

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$ 138 thousand and $ 51 thousand for the six months ended June 30, 2026 and 2025, respectively.

Foreign currency translation 10 ( 2 ) 2 ( 8 )

Total other comprehensive income (loss), net of tax $ 2,256 $ ( 2,115 ) $ 3,990 $ ( 3,350 )

(1) Net of income tax benefit of $ 39 thousand 166 and income tax expense of $ 22 thousand 12 for the three months ended June September 30, 2026 and 2025, respectively. Net of income tax expense of $ 304 and $ 63 for the nine months ended September 30, 2026 and 2025, respectively.

(2) Net of income tax expense of $ 616 thousand 1,615 and income tax benefit of $ 722 thousanrd 422 for the three months ended June September 30, 2026 and 2025, respectively. Net of income tax expense of $ 1,277 thousand 2,892 and income tax benefit of $ 1,156 thousand 1,578 for the six nine months ended June September 30, 2026 and 2025, respectively.

NOTE 1 0 . COMMON STOCK

Common Stock Issued for the Marcum Transaction - Pursuant to the Marcum Merger Agreement and as part of the total purchase price consideration, we issued shares of our common stock to the selling shareholders in the Marcum Transaction. Refer to Note 3 , Business Combinations, for more detail.

Right of First Refusal Program - Pursuant to the Marcum 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 Marcum 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 Company's 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 5.0 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. The continuation of the Share Repurchase Program was effective beginning on February 11, 2026 at which time the amount of shares of common stock available to be purchased by the Company was reset to 5 million shares. The Share Repurchase Program expires on March 31, 2027.

Privately negotiated transactions may include repurchases from employees, officers and directors and repurchases from former partners of Marcum pursuant to the ROFR Agreement, as discussed above.

Refer to Note 14, Common Stock, to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended, for more detail about the Share Repurchase Program.

We repurchased 0.2 million shares of our common stock for a total cost of $ 7.5 million under the ROFR Agreement , $ 0.1 million shares of our common stock for a total cost of $ 7.3 million under a rescission offer, and

2.1 million shares of our common stock in the open market for $

60.1 million during the nine months ended September 30, 2026. During the nine months ended September 30, 2025, we repurchased

1.4 million shares of our common stock for a cost of $

102.8 million under the ROFR Agreement and

0.4 million share repurchases from the open market for $

25.0 million dollars.

Additionally, to settle statutory employee withholdings related to vesting of stock awards, we repurchased

0.1 million shares of our common stock at a cost of $

3.0 million during the nine months ended September 30, 2026 and

0.1 million shares at a cost of $

7.8 million during the nine months ended September 30, 2025.

NOTE 1 1 . 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 to 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, as amended, 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 and nine months ended September 30, 2026 and 2025 was as follows (in thousands):

Restricted stock units and awards

Performance share units

Total stock-based compensation expense

Stock Options and Restricted Stock Units and Awards – The Company did no t grant any stock options during the nine months ended September 30, 2026. 50 thousand stock options were exercised at a weighted average exercise price of $ 24.62 during the three months ended September 30, 2026. As of September 30, 2026, we have 100 thousand stock options outstanding with a weighted average exercise price per share of $ 40.52 .

For the nine months ended September 30, 2026, the Company granted a total of 698 thousand Restricted Stock Units ("RSU") to certain employees, of which 324 thousand RSUs vest on the third anniversary of the grant date, 99 thousand RSUs vest on the second anniversary of the grant date, and 275 thousand RSUs vest evenly over three years . Additionally, 42 thousand Restricted Stock Awards ("RSA") were granted to non-employee directors.

The following table presents our restricted stock units and awards activity during the nine months ended September 30, 2026 (in thousands, except per share unit data):

Restricted Stock Units and Awards

Outstanding at beginning of year

Exercised or released

Outstanding at September 30, 2026

Represents weighted average market value of the shares; awards are granted at no cost to the recipients.

Performance Share Units ("PSUs") –

PSUs are earned based on our financial performance over a contractual term of three years and the associated expense is recognized over that period based on the fair value of the award. A three-year cliff vesting schedule of the PSUs is dependent upon the Company's performance measured against pre-established goals which are mainly based on a weighted combination of an earnings per share target and a total growth in revenue target or relative total shareholder return target. The fair value of PSUs is calculated using the market value of a share of our common stock on the date of grant. For performance achieved above specified levels, the recipient may earn additional shares of stock, not to exceed 200 % of the number of PSUs initially granted, except for the PSUs granted in 2025 that shall not exceed 300 %.

The following table presents our PSUs activity during the nine months ended September 30, 2026 (in thousands, except per share unit data):

Weighted Average Grant-Date

Fair Value Per Unit (1)

Outstanding at beginning of year

Outstanding at September 30, 2026

Represents weighted average market value of the PSUs; PSUs are granted at no cost to the recipients.

NOTE 1 2 . EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2026 and 2025 (in thousands, except per share data):

Weighted average common shares outstanding

Restricted stock units and awards (1)

Performance share units

Contingent shares (2)

Diluted weighted average common shares outstanding (3)

Basic earnings per share

Diluted earnings per share

thousand and 789 thousand shares of stock-based awards were excluded from the calculation of diluted earnings per share for the three and nine months ended September 30, 2026, respectively, as their effect would be anti-dilutive. A total of 103 thousand and 73 thousand shares of stock-based awards were excluded from the calculation of diluted earnings per share for the three and nine months ended September 30, 2025, respectively, as their effect would be anti-dilutive.

Contingent shares represent additional shares to be issued for purchase price earned by former owners of businesses acquired by us once future conditions have been met.

The denominator used in calculating diluted earnings per share did not include 301 thousand PSUs for the three and nine months ended September 30, 2026. The denominator used in calculating diluted earnings per share did not include 151 thousand PSUs for the three and nine months ended September 30, 2025. The performance conditions associated with these PSUs were not met and consequently none of these PSUs were considered as issuable for the three and nine months ended September 30, 2026 and 2025.

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 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 no t be impaired.

The change in reporting units is considered a triggering event. We performed a quantitative assessme nt im mediately 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 a market approach. Under the income approach, a discounted cash flow analysis is performed with estimates based on forecasted and projected operating cash flows, with significant assumptions related to revenue growth rates, profitability margins, and discount rates, which all vary among reporting units. The market approach utilizes the guideline public company method and is based on revenue and earnings multiple data derived from publicly traded peer group companies. Based on the results of the quantitative assessment, we concluded that the estimated fair values of our reporting units immediately after the change were in excess of their respective carrying values, and goodwill was not impaired.

During the first quarter of 2026, we experienced a decline in the Company's market capitalization. This decline, along with increases in discount rates used in the aforementioned quantitative impairment analysis, reduced the excess of fair value over carrying value of our Financial Accounting Services reporting unit within the Financial Services practice group and our Property and Casualty reporting unit within our Benefits and Insurance Services practice group as of March 31, 2026. During the second quarter of 2026, the Company's market capitalization improved, and we performed a qualitative assessment of its goodwill and concluded that it was more likely than not the fair values of the Company's reporting units exceeded their respective carrying value, and therefore, goodwill related to the Company's reporting units was determined to not be impaired. During the third quarter of 2026, the Company monitored internal and external macro factors and concluded that no goodwill impairment triggering events occurred. Accordingly, no interim qualitative or quantitative goodwill impairment testing was required, and no goodwill impairment losses were recognized during the three and nine months ended September 30, 2026.

It is possible, depending upon a number of factors that are not determinable at this time or within our control, that the fair value of one or more of our reporting units could decrease in the future, which could result in an impairment to goodwill. Such factors include failure to achieve the anticipated benefits of the Marcum Transaction, significant negative industry or economic trends, disruptions to our business, adverse changes resulting from new governmental regulations, negative impact on client list due to loss of customers, impact on client list due to declining revenue of existing customers, or divestitures. Additionally, declines in our market capitalization may result in the need for impairment assessments in the future, which could result in the recognition of an impairment charge. Further, any significant adverse change in our near or long-term projections or macroeconomic conditions could result in future impairment charges, which could be material.

A summary of changes in the carrying amount of goodwill by operating segment for the nine months ended September 30, 2026 is as follows (in thousands):

Gross Goodwill at December 31, 2025

Accumulated impairment

Goodwill, Net at December 31, 2025

Foreign Currency Translation

Transfer - Gross goodwill (1)

Transfer - Accumulated impairment (1)

Gross Goodwill at September 30, 2026

Accumulated impairment

Goodwill, Net at September 30, 2026

Reflects change in reporting units which is the transfer of the reporting unit previously included under the National Practice segment to the Financial Services segment during the nine months ended September 30, 2026.

NOTE 1 4 . SEGMENT DISCLOSURES

As discussed in Note 1 3 . 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 and nine months ended September 30, 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, as amended. Upon consolidation, intercompany accounts and transactions are eliminated, thus inter-segment revenue is not included in the measure of profit or loss for the practice groups. Performance of the practice groups is evaluated on income (loss) before income tax expense (benefit) excluding those costs listed above, which are reported in "Corporate and Other."

The practice groups respective revenue and pre-tax income, significant segment expenses, and a reconciliation of segment profit or loss measure to the consolidated income before income tax expense for the three and nine months ended September 30, 2026 and 2025 is presented below. The segment profit or loss measure for the three and nine months ended September 30, 2025 has been restated and reflects the current two reportable segments. We do not manage our assets on a segment basis, therefore segment assets are not presented below.

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MD&A 217 changes

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The following discussion is intended to assist in the understanding of our financial position at June September 30, 2026 and December 31, 2025, results of operations for the three and six nine months ended June September 30, 2026 and 2025, and cash flows for the six nine months ended June September 30, 2026 and 2025, and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2025, as amended. This discussion and analysis contains forward-looking statements and should be read in conjunction with the disclosures and information contained in "Forward-Looking Statements" included elsewhere in this Quarterly Report on Form 10-Q and in "Item 1A. Risk Factors" included in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended.

We provide professional business services, products and solutions that help our clients grow and succeed by better managing their finances and employees. These services are primarily provided to small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises throughout the United States and parts of Canada. As discussed in Note 14, 13, Goodwill, the National Practices practice group, which consisted of a single reporting unit, is now included in the Financial Services practice group to align our internal management 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 and six nine months ended June September 30, 2025 were adjusted to reflect the change in reportable segments.

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As previously announced, on July 28, 2026, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Viking ParentCo., Parent Co., Inc. a Delaware corporation ("Parent"), and Viking MergerCo, Merger Co, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the proposed Merger as a direct wholly owned subsidiary of Parent.

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The uncertainty in the current economic and geopolitical environment may lead to softness in the demand for the nonrecurring project-based services we offer. We expect this softness in demand caused by the current economic and geopolitical environment could continue and may limit management's ability to accurately forecast demand for the remainder of 2026.

On October 27, 2026, the Company held a virtual special meeting of stockholders (the "Special Meeting"). At the Special Meeting, among other matters, the proposal to adopt the Merger Agreement was approved, having received "for" votes from holders of a majority of the outstanding shares entitled to vote on the Merger Agreement proposal.

The Company expects to close the proposed Merger on or about November 2, 2026, in accordance with, and subject to the terms of, the Merger Agreement.

See Note 16, "Subsequent Events" 1, "Summary of Significant Accounting Polices" in Item 1 of this Form 10-Q for further details regarding the proposed Merger. See the section titled, "Risk Factors" included under Part II, Item 1A of this Report for more information regarding risks associated with the proposed Merger.

Revenue for the three months ended June September 30, 2026 decreased increased by $1.3 $8.4 million, or 0.2%, 1.2%, to $682.2 $702.2 million from $683.5 $693.8 million for the same period in 2025. Same-unit revenue decreased increased by approximately $3.5 $5.9 million, or 0.5%, 0.8%, as compared to the same period in 2025. Revenue from newly acquired operations contributed $2.2 $2.5 million of incremental revenue for the three months ended June September 30, 2026, as compared to the same period in 2025. A detailed discussion of revenue for the three months ended June September 30, 2026 by practice group is included under "Operating Practice Groups."

Revenue for the six nine months ended June September 30, 2026 increased by $9.3 $17.7 million, or 0.6%, 0.8%, to $1,530.8 $2,233.0 million from $1,521.5 $2,215.3 million for the same period in 2025. Same-unit revenue increased by approximately $5.0 $10.8 million or 0.3%, 0.5%, as compared to the same period in 2025. Revenue from newly acquired operations contributed $4.3 $6.9 million of incremental revenue for the six nine months ended June September 30, 2026, as compared to the same period in 2025. A detailed discussion of revenue for the six nine months ended June September 30, 2026 by practice group is included under "Operating Practice Groups."

For the three months ended June September 30, 2026, net income was $18.6 $36.8 million, or $0.31 $0.61 per diluted share, compared to $41.9 $30.1 million, or $0.66 $0.48 per diluted share, for the same period in 2025. For the six nine months ended June September 30, 2026, net income was $171.4 $208.2 million, or $2.83 $3.45 per diluted share, compared to $164.7 $194.9 million, or $2.58 $3.06 per diluted share, for the same period in 2025. Refer to "Results of Operations" for a detailed discussion of the components of net income.

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Our primary business objective is funding organic growth acceleration and meeting working capital needs. This includes investments in client service delivery and emerging technology that support revenue growth and enhance operational excellence. Following the completion of the Marcum Transaction, our second priority is to pay down debt to be at a net leverage ratio of less than 2.5x over time. As a result of the Marcum Transaction and related 2024 Credit Facilities, we have $1,473.5 $1,454.0 million of outstanding debt under the 2024 Credit Facilities as of June September 30, 2026. In addition, we believe that repurchasing shares of our common stock can be an attractive use of capital and an efficient means to provide value to our stockholders. We will also remain focused on making strategic acquisitions that allow us to strengthen our presence in existing markets, expand into high growth industries, and broaden our services to our clients.

During the six nine months ended June September 30, 2026, we repurchased 0.2 million shares of our common stock for a total cost of $7.4 $7.5 million under the ROFR Agreement, 0.1 million shares of our common stock for a total cost of $7.3 million under a rescission offer, and 2.1 million shares of our common stock in the open market for $60.1 million pursuant to our Share Repurchase Program (defined below). Additionally, to settle statutory employee withholdings related to vesting of stock awards, we repurchased 0.1 million shares of our common stock at a cost of $2.6 $3.0 million during the six nine months ended June September 30, 2026. During the six nine months ended June September 30, 2025, we repurchased 1.0 1.4 million shares of our common stock for a cost of $71.3 $102.8 million under the ROFR Agreement and no share repurchases from the open market. To settle statutory employee withholdings related to vesting of stock awards, we repurchased 0.1 million shares at a cost of $7.8 million during the six nine months ended June September 30, 2025. Refer to Note 11, 10, Common Stock, to the accompanying unaudited condensed consolidated financial statements for further details.

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The following tables summarize total revenue for the three and six nine months ended June September 30, 2026 and 2025:

Three Months Ended June September 30,

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Financial Services $ 580,324 85.1 % $ 581,567 85.1 % $ (1,243) (0.2) %

Benefits and Insurance Services 101,882 14.9 % 101,929 14.9 % (47) — %

Total CBIZ $ 682,206 100.0 % $ 683,496 100.0 % $ (1,290) (0.2) %

Six Months Ended June 30,

Benefits and Insurance Services

Nine Months Ended September 30,

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Financial Services $ 1,320,654 86.3 % $ 1,306,605 85.9 % $ 14,049 1.1 %

Benefits and Insurance Services 210,131 13.7 % 214,905 14.1 % (4,774) (2.2) %

Benefits and Insurance Services

Total CBIZ $ 1,530,785 100.0 % $ 1,521,510 100.0 % $ 9,275 0.6 % (1) During the six nine months ended June September 30, 2026, the National Practice practice group was combined with the Financial Service practice group to better align with internal management and reporting structure. As a result, the Financial Services revenue for the three and six nine months ended June September 30, 2025 was adjusted to reflect this change.

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Three Months Ended June 30, Six Months Ended June 30,

Operating expense $ 17,113 $ 11,717 $ 14,044 $ 9,285

Corporate general & administrative expense 2,298 1,458 1,979 1,339

Other income, net 19,411 13,175 16,023 10,624

Income and expenses related to the deferred compensation plan assets for the three and six nine months ended June September 30, 2026 and 2025 were recorded as follows (in thousands, except percentages):

Income statement line items: 2026 2025 2026 2025

Corporate general & administrative expense

Excluding the impact of the above-mentioned income and expenses related to the deferred compensation plan, the operating results for the three and six nine months ended June September 30, 2026 and 2025 were as follows:

Three Months Ended June September 30,

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As Reported Deferred Compensation Plan Adjusted % of Revenue As Reported Deferred Compensation Plan Adjusted % of Revenue

Gross margin $ 72,438 $ 17,113 $ 89,551 13.1 % $ 87,909 $ 11,717 $ 99,626 14.6 %

Operating income 34,072 19,411 53,483 7.8 % 60,272 13,175 73,447 10.7 %

Other income, net 13,949 (19,411) (5,462) (0.8) % 25,374 (13,175) 12,199 1.8 %

Income before income tax expense 23,686 — 23,686 3.5 % 57,779 — 57,779 8.5 % (Amounts in thousands, except percentages)

As Reported Deferred Compensation Plan Adjusted % of Revenue As Reported Deferred Compensation Plan Adjusted % of Revenue

Gross margin $ 298,455 $ 14,044 $ 312,499 20.4 % $ 316,011 $ 9,285 $ 325,296 21.4 %

Operating income 218,578 16,023 234,601 15.3 % 260,304 10,624 270,928 17.8 %

Other income, net 9,933 (16,023) (6,090) (0.4) % 23,408 (10,624) 12,784 0.8 %

Income before income tax expense 238,215 — 238,215 15.6 % 230,689 — 230,689 15.2 %

The following tables summarize total operating expenses for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30,

Income before income tax expense

Nine Months Ended September 30,

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Income before income tax expense

The following tables summarize total operating expenses for the three and nine months ended September 30, 2026 and 2025:

Three Months Ended September 30,

(Amounts in thousands, except percentages)

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Financial Services $ 499,812 $ 494,939 $ 4,873 1.0 %

Benefits and Insurance Services 86,295 84,007 2,288 2.7 %

Corporate and Other 23,661 16,641 7,020 42.2 %

Total Operating expenses $ 609,768 $ 595,587 $ 14,181 2.4 %

Operating expenses excluding deferred compensation $ 592,655 $ 583,870 $ 8,785 1.5 %

compensation % of revenue 86.9 % 85.4 %

Six Months Ended June 30,

Benefits and Insurance Services

Total Operating expenses

Operating expenses % of revenue 89.4 % 87.1 %

Operating expenses excluding deferred compensation

Operating expenses excluding deferred compensation % of revenue

Nine Months Ended September 30,

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Financial Services $ 1,030,582 $ 1,015,697 $ 14,885 1.5 %

Benefits and Insurance Services 171,529 169,365 2,164 1.3 %

Corporate and Other 30,219 20,437 9,782 47.9 %

Total Operating expenses $ 1,232,330 $ 1,205,499 $ 26,831 2.2 %

Operating expenses excluding deferred compensation $ 1,218,286 $ 1,196,214 $ 22,072 1.8 %

compensation % of revenue 79.6 % 78.6 %

Benefits and Insurance Services

Total Operating expenses

Operating expenses % of revenue 80.5 % 79.2 %

Operating expenses excluding deferred compensation

Operating expenses excluding deferred compensation % of revenue (1)

(1) During the six nine months ended June September 30, 2026, the National Practice practice group was combined with the Financial Service practice group to better align with internal management and reporting structure. As a result, the Financial Services operating expenses for the three and six nine months ended June September 30, 2025 was adjusted to reflect this change.

Three months ended June September 30, 2026 compared to June September 30, 2025. Total operating expenses for the three months ended June September 30, 2026 increased decreased by $14.2 $15.5 million, or 2.4%, 2.6%, to $609.8 $588.2 million as compared to $595.6 $603.7 million in the same period in 2025. The deferred compensation plan increased decreased operating expenses by $17.1 $0.6 million for the three months ended June September 30, 2026 and increased operating expenses by $11.7 $7.8 million in the same period in 2025. Excluding the deferred compensation expenses, which were recorded in "Corporate and Other" for segment reporting purposes, operating expenses would have been $592.7 $588.8 million and $583.9 $595.8 million, or 86.9% 83.8% and 85.4% 85.9% of revenue, for the three months ended June September 30, 2026 and 2025, respectively. In addition, operating expenses for the three months ended June September 30, 2026 included approximately $14.8 $13.3 million of integration costs associated with the Marcum Transaction, and the operating expenses for the three months ended June September 30, 2025 included approximately $11.1 $23.2 million of integration costs associated with the Marcum Transaction.

The majority of our operating expenses relate to personnel costs, which include (i) salaries and benefits, (ii) commissions paid to producers, (iii) incentive compensation, and (iv) stock-based compensation. Excluding the impact of deferred compensation, which was recorded in "Corporate and Other" for segment reporting purposes, operating expenses increased decreased by approximately $8.8 $7.1 million during the three months ended June September 30, 2026 as compared to the same period in 2025, driven by $11.5 $8.0 million higher decrease in personnel costs and related to variable compensation plans, $2.3 million higher direct lower professional service costs, partially offset by $1.7 and $1.2 million lower depreciation and amortization costs, $2.9 partially offset by approximately $2.3 million lower higher facility costs and $3.4 lower professional service costs . $2.1 million higher other operating expenses. Personnel costs are discussed in further detail under "Operating Practice Groups" below.

Six Nine months ended June September 30, 2026 compared to June September 30, 2025 . Total operating expenses for the six nine months ended June September 30, 2026 increased by $26.8 $11.3 million, or 2.2%, 0.6%, to $1,232.3 $1,820.5 million as compared to $1,205.5 $1,809.2 million in the same period in 2025. The deferred compensation plan increased operating expenses by $14.0 $13.5 million for the six nine months ended June September 30, 2026 and increased operating expenses by $9.3 $17.1 million during the same period in 2025. Excluding the impact of deferred compensation, which was recorded in "Corporate and Other" for segment reporting purposes, operating expenses would have been $1,218.3 $1,807.0 million and $1,196.2 $1,792.1 million, or 79.6% 80.9% and 78.6% 80.9% of revenue, for the six nine months ended June September 30, 2026 and 2025, respectively. In addition, operating expense for the six nine months ended June September 30, 2026 and 2025, included approximately $38.7 $44.3 million and $20.1 $43.3 million, respectively, of integration costs associated with the Marcum Transaction.

The majority of our operating expenses relate to personnel costs, which include (i) salaries and benefits, (ii) commissions paid to producers, (iii) incentive compensation, and (iv) stock-based compensation. Excluding the impact of deferred compensation, which was recorded in "Corporate and Other" for segment reporting purposes, operating expenses increased by approximately $22.1 $15.0 million during the six nine months ended June September 30, 2026 as compared to the same period in 2025, driven by $13.3 $5.3 million in higher personnel costs, $1.7 $4.9 million higher facility direct costs, $3.0 $4.7 million other operating costs, $3.9 million higher technology facility costs, $3.2 million higher direct technology costs, and $1.5 million higher travel and entertainment costs, partially offset by $2.8 $5.1 million lower professional service costs and $3.9 million lower depreciation and amortization costs.

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Forward-looking statements 1 change

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From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Any or all of our forward-looking statements in this Quarterly Report on Form 10-Q and in any other public statements that we make are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, but are not limited to: that one or more closing conditions to the proposed Merger, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise; or that the required approval by the shareholders of CBIZ may not be obtained; the risk that the proposed Merger may not be completed on the terms or in the time frame expected by CBIZ and Parent, or at all; unexpected costs, charges or expenses resulting from the proposed Merger; uncertainty of the expected financial performance and results of operations of the combined company following completion of the proposed Merger; failure to realize the anticipated benefits of the proposed Merger, including as a result of delay in completing the proposed Merger or integrating the businesses of CBIZ and Parent, on the expected timeframe or at all; the ability of the combined company to implement its business strategy; difficulties and delays in the combined company achieving revenue and cost synergies; inability of the combined company to retain and hire key personnel; the occurrence of any event that could give rise to termination of the proposed Merger; the risk that shareholder litigation in connection with the proposed Merger or other litigation, settlements or investigations may affect the timing or completion of the proposed Merger or result in significant costs of defense, indemnification and liability; evolving legal, regulatory and tax regimes; changes in general economic, competitive, technological and/or industry-specific conditions affecting the businesses and industries in which CBIZ and Parent operate; actions by third parties, including government agencies and rating agencies, relating to the proposed Merger; risks that any debt financing anticipated in connection with the proposed Merger is not obtained or that such financing cannot be obtained on the anticipated timing or terms or unexpected costs or expenses in connection therewith; risks related to the disruption of management time from ongoing business operations due to the pendency of the proposed Merger, or other effects of the pendency of the proposed Merger on the relationship of any of the parties to the transaction with their employees, customers, partners, or other counterparties; risks that any announcements relating to the proposed Merger could have adverse effects on the market price of CBIZ's common stock, credit rating, or operating results, and may have an adverse effect on the ability of CBIZ to retain and hire key personnel, retain customers, and maintain relationships with business partners, suppliers and customers; the risk that the market price of CBIZ's common stock may decline if the proposed Merger is not completed; our ability to maintain effective internal control over financial reporting and disclosure controls and procedures, including ability to remediate our material weaknesses in our internal control over financial reporting; payments on accounts receivable may be slower than expected, or amounts due on receivables or notes may not be fully collectible; our business could be adversely affected if the non-attest business assets we acquired, or the attest assets CBIZ CPAs acquired, from Marcum do not perform to our expectations or we underestimate the liabilities we have assumed; we are dependent on the services of our executive officers, and other key employees, the loss of any of whom may have a material adverse effect on our business, financial condition and results of operations; our profitability could suffer if we are not able to effectively utilize our employees, maintain operational efficiencies or manage our cost structure; restrictions imposed by independence requirements and conflict of interest rules, as well as the nature and terms of our current administrative service agreements, limit our ability to provide services to clients of the attest firms with which we have contractual relationships and the ability of such attest firms to provide attestation services to our clients; our goodwill and other intangible assets could become impaired, which could lead to material non-cash charges against earnings and a material impact on our results of operations and financial condition; certain liabilities resulting from acquisitions are estimated and could lead to a material impact on our results of operations; we may fail to realize the anticipated benefits of acquisitions, or they may prove disruptive and could result in the combined business failing to meet our expectations; claims or adverse publicity could harm our brand, reputation and ability to compete and attract and retain clients, talent and future acquisition targets; we may not be able to acquire and finance additional businesses, which could limit our ability to pursue our business strategy; we will incur transaction, integration, and restructuring costs in connection with our acquisition program; governmental regulations and interpretations are subject to changes, which could have a material adverse effect on our financial condition; uncertainty in the current economic and geopolitical environment could lead to declines in demand for certain of our services; changes in the United States healthcare environment, including new healthcare legislation, may adversely affect the revenue and margins in our healthcare benefit business; we are subject to risks relating to processing customer transactions for our payroll and other transaction processing businesses; cyberattacks or other security breaches involving our computer systems or the systems of one or more of our vendors could materially and adversely affect our business; we are subject to risk as it relates to software that we license from third parties; we are reliant on information processing systems and any failure or disruptions of these systems could have a material adverse effect on our business, financial condition and results of operations; we could be held liable for errors and omissions; the business services industry is competitive and fragmented, if we are unable to compete effectively, our business, financial condition and results of operations could be negatively impacted; failure to maintain our reputation and brand could impact our ability to attract and retain clients, employees and future acquisition targets, and may have a material adverse effect on our business, financial condition and results of operations; we are dependent on our existing client base and our ability to retain and expand our relationships with those clients; our clients may terminate our engagements with little or no notice and without penalty, which may result in unexpected declines in our revenue or unexpected costs; given our levels of share-based compensation, our tax rate may vary significantly depending on our stock price; we may be subject to the actions of activist stockholders; rapid technological changes could significantly impact our competitive position, client relationships and operating results and our ability to realize the anticipated benefits of the Marcum Transaction; the widespread outbreak of a communicable illness or any other public health crisis could adversely affect our business, financial condition and results of operations; we require a significant amount of cash for interest payments on our debt and to expand our business as planned; terms of the 2024 Credit Facilities could adversely affect our ability to run our business and/or reduce stockholder returns; our failure to satisfy covenants in our debt instruments could cause a default under those instruments; our increased leverage following the Marcum Transaction may adversely impact our business; we may be more sensitive to revenue fluctuations than other companies, which could result in fluctuations in the market price of our common stock; the significant number of shares issuable as the stock consideration in the Marcum Transaction may adversely impact our stock price; the future issuance of additional shares could adversely affect the price of our common stock; and there is volatility in our stock price.

2 unchanged paragraphs

Market risk 14 changes

Our floating rate debt under the 2024 Credit Facilities exposes us to interest rate risk. Interest rate risk results when the maturity or repricing intervals of interest-earning assets and interest-bearing liabilities are different. A change in the Federal Funds Rate, or the reference rate set by Bank of America, N.A., would have affected the rate at which we could borrow funds under the 2024 Credit Facilities. The balance outstanding under our 2024 Credit Facilities at June September 30, 2026 was $1,473.5 $1,454.0 million, of which $973.5 $1,054.0 million was subject to interest rate risk. If market rates were to increase or decrease 100 basis points from the levels at June September 30, 2026, interest expense would have increased or decreased approximately $9.7 $10.5 million annually.

1 unchanged paragraph

Amount Fixed Rate Expiration

Interest rate swap $ 100,000 4.047% 7/14/2026

Interest rate swap $ 30,000 1.186% 12/14/2026

Interest rate swap $ 100,000 3.850% 7/14/2027

Interest rate swap $ 20,000 2.450% 8/14/2027

Interest rate swap $ 25,000 3.669% 4/14/2028

Interest rate swap $ 25,000 4.488% 10/14/2028

Interest rate swap $ 50,000 3.703% 3/14/2030

Interest rate swap $ 50,000 3.503% 4/14/2030

Interest rate swap $ 50,000 3.658% 7/14/2030

Interest rate swap $ 50,000 3.680% 7/15/2030

As of June September 30, 2026, we had the following interest rate swaps outstanding (in thousands, except percentages):

1 unchanged paragraph

In connection with the services provided by our payroll operations, funds collected from our clients' accounts in advance are segregated and may be invested in short-term investments, such as corporate and municipal bonds. In accordance with our investment policy, all investments carry an investment grade rating at the time of the initial acquisition, and are classified as available-for-sale securities. At each respective balance sheet date, these investments are adjusted to fair value with fair value adjustments being recorded to other comprehensive income or loss and reflected in the accompanying Condensed Consolidated Statements of Comprehensive Income for the respective period. If an investment is deemed to be other-than-temporarily impaired due to credit loss, then the adjustment is recorded to "Other income, net" in the accompanying Condensed Consolidated Statements of Comprehensive Income. Refer to Note 8, 7, Financial Instruments, and Note 9, 8, Fair Value Measurements, to the accompanying unaudited condensed consolidated financial statements for further discussion regarding these investments and the related fair value assessments.

Controls and procedures 5 changes

7 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

and 5 more changes in the filing

Legal proceedings 1 change

and 1 more change in the filing

Risk factors 12 changes

3 unchanged paragraphs

and 12 more changes in the filing

Unregistered sales of stock 20 changes

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

and 20 more changes in the filing

Other information 6 changes

and 6 more changes in the filing

Exhibits 14 changes

2 unchanged paragraphs

4 unchanged paragraphs

2 unchanged paragraphs

and 14 more changes in the filing