CBIZ completes acquisition

Item 1.02.¹

Termination of a Material Definitive Agreement¹

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 1.02.

Credit Facility Termination

On November 2, 2026, concurrently with the closing of the Merger, the Company caused the termination and repayment in full of all indebtedness, liabilities and other obligations under the Amended and Restated Credit Agreement, dated as of November 1, 2024, by and among the Company, Bank of America, N.A., as administrative agent, and the other parties thereto (as amended, restated, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time).

Item 2.01.¹

Completion of Acquisition or Disposition of Assets¹

The information provided in the Introductory Note and in Items 1.02, 3.03, 5.01, 5.02, 5.03 and 8.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.01.

Pursuant to the terms and conditions of the Merger Agreement, the common stock of the Company and each outstanding equity award was treated as follows:

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Company Common Stock: At the effective time of the Merger (the "Effective Time"), each share of common stock², par value $0.01 per share, of the Company ("Company Common Stock") issued and outstanding immediately prior to the Effective Time ((a) other than Company Common Stock owned by (i) Parent or Merger Sub or any of their respective subsidiaries, (ii) the Company as treasury stock, (iii) the Company's direct or indirect wholly owned subsidiaries and (iv) stockholders who have perfected and not withdrawn a demand for appraisal rights in accordance with Section 262 of the Delaware General Corporation Law ("DGCL") and (b) including for the avoidance of doubt, Company Common Stock, other than the Performance Shares (as defined in the Marcum Agreement, the "Marcum Performance Shares") issued immediately prior to the Effective Time in accordance with the terms of the Marcum Agreement) was cancelled and automatically converted into the right to receive an amount in cash equal to $55.00 per share², without interest thereon (the "Merger Consideration").

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Company Options : Immediately prior to the Effective Time, each option to purchase Company Common Stock (a "Company Option") granted under the 2019 CBIZ, Inc. Omnibus Incentive Plan (the "Company Stock Plan") outstanding immediately prior to the Effective Time was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable exercise price per share of Company Common Stock underlying such Company Option and

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.01.

On November 2, 2026, in connection with the completion of the Merger⁴, the Company notified the New York Stock Exchange (the "NYSE") of the consummation of the Merger and requested that the NYSE suspend trading of the shares of Company Common Stock prior to the opening of trading on November 2, 2026. The Company also requested that the NYSE file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of shares of the Company Common Stock from the NYSE and the deregistration of such shares under Section 12(b) of the Securities Exchange Act of 1934, as amended³ (the "Exchange Act").

Following the effectiveness of the Form 25, the Surviving Corporation intends to file with the SEC a certification on Form 15 requesting the termination of the registration of Company Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.