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Item 2. Management’s Discussion and Analysis

2025-10-30 compared with 2025-07-31 · 221 added, 203 removed, 273 unchanged (61% of the section changed)

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Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to “we”, “us”, “our”, "CBIZ" or the "Company" shall mean CBIZ, Inc., and its operating subsidiaries.

The following discussion is intended to assist in the understanding of our financial position at June 30, 2025 and December 31, 2024, results of operations for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024, 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, 2024.

The following discussion is intended to assist in the understanding of our financial position at September 30, 2025 and December 31, 2024, results of operations for the three and nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024, 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, 2024.

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.

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Financial Services, Benefits and Insurance Services, and National Practices.

Refer to Note 19, Segment Disclosure to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 for further discussion on the practice groups.

Refer to Note 19, Segment Disclosures to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 for further discussion on the practice groups.

Refer to the Annual Report on Form 10-K for the year ended December 31, 2024 for further discussion of our business and strategies, as well as the external relationships and regulatory factors that currently impact our operations.

EXECUTIVE SUMMARY

Revenue for the three months ended June 30, 2025 increased by $263.5 million, or 62.7%, to $683.5 million from $420.0 million for the same period in 2024.

Revenue from newly acquired operations, net of divestitures, contributed $256.2 million, or 60.3%, of incremental revenue for the three months ended June 30, 2025, as compared to the same period in 2024.

Revenue for the three months ended September 30, 2025 increased by $254.9 million, or 58.1%, to $693.8 million from $438.9 million for the same period in 2024.

Revenue from newly acquired operations, net of divestitures, contributed $245.6 million, or 56.0%, of incremental revenue for the three months ended September 30, 2025, as compared to the same period in 2024.

A detailed discussion of revenue by practice group is included under "Operating Practice Groups."

Revenue for the six months ended June 30, 2025 increased by $607.2 million, or 66.4%, to $1,521.5 million from $914.3 million for the same period in 2024.

Revenue from newly acquired operations, net of divestitures, contributed $589.6 million, or 63.8%, of incremental revenue for the six months ended June 30, 2025 as compared to the same period in 2024.

Revenue for the nine months ended September 30, 2025 increased by $862.1 million, or 63.7%, to $2,215.3 million from $1,353.2 million for the same period in 2024.

Revenue from newly acquired operations, net of divestitures, contributed $835.2 million, or 61.7%, of incremental revenue for the nine months ended September 30, 2025 as compared to the same period in 2024.

A detailed discussion of revenue by practice group is included under "Operating Practice Groups".

Net income was $41.9 million, or $0.66 per diluted share, in the second quarter of 2025, compared to $19.8 million, or $0.39 per diluted share, in the second quarter of 2024.

For the six months ended June 30, 2025, Net income was $164.7 million, or $2.58 per diluted share, compared to $96.7 million, or $1.92 per diluted share, for the same period in 2024.

Net income was $30.1 million, or $0.48 per diluted share, in the third quarter of 2025, compared to $35.1 million, or $0.70 per diluted share, in the third quarter of 2024.

For the nine months ended September 30, 2025, net income was $194.9 million, or $3.06 per diluted share, compared to $131.8 million, or $2.62 per diluted share, for the same period in 2024.

Refer to “Results of Operations" for a detailed discussion of the components of net income.

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Strategic Use of Capital

Our overall business objective continues to focus 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 existing offerings.

As a result of the Transaction and related 2024 Credit Facilities, we have $1,573.7 million outstanding debt under the 2024 Credit Facilities as of June 30, 2025.

To achieve our business objective of making strategic acquisitions, our current priority for use of capital is to maximize cash flow to pay down debt, which will allow us more liquidity to make strategic acquisitions in the future.

As a result of the Transaction and related 2024 Credit Facilities, we have $1,586.8 million of outstanding debt under the 2024 Credit Facilities as of September 30, 2025.

To achieve our business objective of making strategic acquisitions, our current priority for use of capital is to maximize cash flow to fund working capital to drive organic growth and to pay down debt, which will allow us more liquidity to make strategic, selective, and high-return acquisitions in the future.

In addition, we believe that repurchasing shares of our common stock can be a prudent use of our financial resources, and that investing in our stock is an attractive use of capital and an efficient means to provide value to our stockholders.

During the six months ended June 30, 2025, we repurchased 1.0 million shares of our common stock at a cost of $71.3 million under the ROFR Agreement .

Additionally, to settle statutory employee withholding related to vesting of stock awards, we repurchased 0.1 million shares of our common stock at cost of $7.8 million during the six months ended June 30, 2025 and 0.2 million shares at a cost of $11.2 million during the six months ended June 30, 2024.

During the nine months ended September 30, 2025, we repurchased 1.4 million shares of our common stock for $102.8 million under the ROFR Agreement and 0.4 million shares of our common stock in the open market for $25.0 million.

Additionally, to settle statutory employee withholding related to vesting of stock awards, we repurchased 0.1 million shares of our common stock at a cost of $7.8 million during the nine months ended September 30, 2025 and 0.2 million shares at a cost of $11.4 million during the nine months ended September 30, 2024.

Refer to Note 10, Common Stock, to the accompanying unaudited condensed consolidated financial statements for further details.

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RESULTS OF OPERATIONS

The following tables summarize total revenue for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30,

The following tables summarize total revenue for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,

Total 2024 % of

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Total CBIZ $ 693,818 100.0 % $ 438,884 100.0 % $ 254,934 58.1 %

Six Months Ended June 30,

Nine Months Ended September 30,

Total 2024 % of

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We sponsor a Non-qualified Deferred Compensation Plan (the "deferred compensation plan"), under which a CBIZ employee’s compensation deferral is held in a rabbi trust and invested accordingly as directed by the employee.

Income and expenses related to the deferred compensation plan, which are recorded in "Corporate and Other" for segment reporting purposes, are included in “Operating expenses”, “Gross margin” and “Corporate general and administrative expenses” and are directly offset by deferred compensation gains or losses in “Other income, net” in the accompanying unaudited Condensed Consolidated Statements of Comprehensive Income.

Income and expenses related to the deferred compensation plan, which are recorded in "Corporate and Other" for segment reporting purposes, are included in “Operating expenses”, “Gross margin” and “Corporate general and administrative expenses” and are directly offset by deferred compensation gains or losses in “Other income, net” in the accompanying Condensed Consolidated Statements of Comprehensive Income.

The deferred compensation plan has no impact on “Income before income tax expense” or diluted earnings per share.

Income and expenses related to the deferred compensation plan for the three and six months ended June 30, 2025 and 2024 are as follows:

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

Income and expenses related to the deferred compensation plan for the three and nine months ended September 30, 2025 and 2024 were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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Other income, net 8,923 8,369 19,547 20,608

Excluding the impact of the above-mentioned income and expenses related to the deferred compensation plan, the operating results for the three and six months ended June 30, 2025 and 2024 are as follows:

Three Months Ended June 30,

Excluding the impact of the above-mentioned income and expenses related to the deferred compensation plan, the operating results for the three and nine months ended September 30, 2025 and 2024 were as follows:

Three Months Ended September 30,

(Amounts in thousands, except percentages)

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Operating income 58,864 8,923 67,787 9.8 % 49,686 8,369 58,055 13.2 %

Other income , net 25,374 (13,175) 12,199 1.8 % 2,483 (2,606) (123) — %

Other income (expense), net

8,378 (8,923) (545) (0.1) % 1,300 (8,369) (7,069) (1.6) %

Income before income tax expense 40,406 — 40,406 5.8 % 50,971 — 50,971 11.6 %

Six Months Ended June 30,

Nine Months Ended September 30,

(Amounts in thousands, except percentages)

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Operating income 319,168 19,547 338,715 15.3 % 180,381 20,608 200,989 14.9 %

Other income , net 23,408 (10,624) 12,784 0.8 % 11,907 (12,239) (332) — %

Other income (expense), net

31,786 (19,547) 12,239 0.6 % 13,207 (20,608) (7,401) (0.5) %

Income before income tax expense 271,095 — 271,095 12.2 % 183,178 — 183,178 13.5 %

Operating Expenses

The following tables summarize total operating expenses for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30,

The following tables summarize total operating expenses for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,

(Amounts in thousands, except percentages)

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compensation % of revenue 85.9 % 81.7 %

Six Months Ended June 30,

Nine Months Ended September 30,

(Amounts in thousands, except percentages)

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compensation % of revenue 80.9 % 80.6 %

Three months ended June 30, 2025 compared to June 30, 2024.

Total operating expenses for the three months ended June 30, 2025 increased by $229.2 million, or 62.6%, to $595.6 million as compared to $366.4 million in the same period in 2024.

The deferred compensation plan increased operating expenses by $11.7 million for the three months ended June 30, 2025 and increased operating expenses by $2.3 million in the same period in 2024.

Excluding the deferred compensation expenses, which were recorded in "Corporate and Other" for segment reporting purposes, operating expenses would have been $583.9 million and $364.1 million, or 85.4% and 86.7% of revenue, for the three months ended June 30, 2025 and 2024, respectively.

In addition, operating expenses for the three months ended June 30, 2025 included approximately $11.1 million of integration costs associated with the Transaction, and the operating expenses for the three months ended June 30, 2024 included approximately $0.2 million of non-recurring integration costs associated with the three acquisitions completed in 2024.

Three months ended September 30, 2025 compared to September 30, 2024.

Total operating expenses for the three months ended September 30, 2025 increased by $237.7 million, or 65.0%, to $603.7 million as compared to $366.0 million in the same period in 2024.

The deferred compensation plan increased operating expenses by $7.8 million for the three months ended September 30, 2025 and increased operating expenses by $7.3 million in the same period in 2024.

Excluding the deferred compensation expenses, which were recorded in "Corporate and Other" for segment reporting purposes, operating expenses would have been $595.8 million and $358.7 million, or 85.9% and 81.7% of revenue, for the three months ended September 30, 2025 and 2024, respectively.

In addition, operating expenses for the three months ended September 30, 2025 included approximately $23.2 million of integration costs associated with the Transaction, and the operating expenses for the three months ended September 30, 2024 included approximately $0.6 million of non-recurring integration costs associated with the acquisitions completed in 2024.

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 $219.8 million during the three months ended June 30, 2025 as compared to the same period in 2024, driven by $161.7 million higher personnel costs primarily as a result of the Transaction, $15.6 million higher depreciation and amortization costs, $12.3 million higher facility costs, $12.0

million higher direct costs, $6.5 million higher technology costs, $5.6 million higher travel and entertainment costs, $4.9 milli on higher professional service costs, a nd $1.2 million higher discretionary spending to support business growth .

Excluding the impact of deferred compensation, which was recorded in "Corporate and Other" for segment reporting purposes, operating expenses increased by approximately $237.2 million during the three months ended September 30, 2025 as compared to the same period in 2024, driven by $175.9 million higher personnel costs primarily as a result of the

Transaction, $17.1 million higher facility costs, $14.9 million higher depreciation and amortization costs, $10.5 million higher direct costs, $6.5 million higher technology costs, $5.6 million higher professional service costs, $3.3 million higher travel and entertainment costs, $1.8 million higher discretionary spending to support business growth, and $1.6 million higher marketing costs .

Personnel costs are discussed in further detail under “Operating Practice Groups” below.

Six Months Ended June 30, 2025 compared to June 30, 2024 .

Total operating expenses for the six months ended June 30, 2025 increased by $462.6 million, or 62.3%, to $1,205.5 million as compared to $742.9 million in the same period in 2024.

The deferred compensation plan decreased operating expenses by $9.3 million for the six months ended June 30, 2025, and increased operating expenses by $10.9 million during the same period in 2024.

Excluding the impact of deferred compensation, which was recorded in "Corporate and Other" for segment reporting purposes, operating expenses increased by $464.2 million during the six months ended June 30, 2025 as compared to the same period in 2024.

Operating expense for the six months ended June 30, 2025 included approximately $20.1 million of integration and retention costs associated with the Transaction.

Nine months ended September 30, 2025 compared to September 30, 2024 .

Total operating expenses for the nine months ended September 30, 2025 increased by $700.4 million, or 63.2%, to $1,809.2 million as compared to $1,108.8 million in the same period in 2024.

The deferred compensation plan increased operating expenses by $17.1 million for the nine months ended September 30, 2025 and by $18.2 million during the same period in 2024.

Excluding the impact of deferred compensation, which was recorded in "Corporate and Other" for segment reporting purposes, operating expenses would have been $1,792.1 million and $1,090.7 million, or 80.9% and 80.6% of revenue, for the nine months ended September 30, 2025 and 2024, respectively.

In addition, operating expense for the nine months ended September 30, 2025 included approximately $43.3 million of integration costs associated with the Transaction, and the operating expenses for the nine months ended September 30, 2024 included approximately $0.9 million of non-recurring integration costs associated with the acquisitions completed in 2024.

The increase in operating expense was primarily driven by personnel costs increase of $531.7 million primarily as a result of the Transaction, $45.9 million higher depreciation and amortization expense, $40.7 million higher facility costs, $32.3 million higher direct costs, $18.5 million higher technology related costs, $12.8 million higher travel and entertainment costs, $12.5 million higher professional services costs, and $4.5 million higher marketing costs, as well as $2.5 million higher other discretionary spending to support business growth.

Corporate General & Administrative (“G&A”) Expenses

Three Months Ended June 30,

Three Months Ended September 30,

(Amounts in thousands, except percentages)

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G&A expenses excluding deferred compensation % of revenue 4.4 % 5.0 %

Six Months Ended June 30,

Nine Months Ended September 30,

(Amounts in thousands, except percentages)

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G&A expenses excluding deferred compensation % of revenue 3.8 % 4.5 %

Three months ended June 30, 2025 compared to June 30, 2024.

The deferred compensation plan increased G&A expenses by $1.5 million for the three months ended June 30, 2025, and increased G&A expenses by $0.3 million during the same period in 2024.

The G&A expenses, excluding the impact of the deferred compensation plan, would have been $26.2 million, or 3.8% of revenue, for the three months ended June 30, 2025, compared to $21.7 million, or 5.2% of revenue, for the same period in 2024, an increase of approximately $4.5 million.

The increase was primarily driven by $1.4 million higher facility costs, $0.9 million higher insurance costs, $0.8 million higher marketing costs, $0.7 million higher professional services costs, $0.6 million higher technology costs, and $0.1 million higher other discretionary spending to support business growth.

The G&A expenses for the three months ended June 30, 2025 included approximately $8.1 million of integration costs primarily associated with the Transaction.

For the three months ended June 30, 2024 there were approximately $0.1 million non-recurring transaction and integration costs associated with acquisitions.

Six Months Ended June 30, 2025 compared to June 30, 2024.

The deferred compensation plan increased G&A expenses by $1.3 million for the six months ended June 30, 2025, and increased G&A expenses by $1.4 million during the same period in 2024.

G&A expenses, excluding the impact of the deferred compensation plan, would have been $54.4 million, or 3.6% of revenue, for the six months ended June 30, 2025, compared to $39.4 million,

or 4.3% of revenue, for the same period in 2024, an increase of $15.0 million.

The increase in G&A expenses was primarily due to approximately $5.7 million higher professional service costs, $1.8 million higher insurance costs, $1.7 million higher personnel costs, $1.5 million higher marketing costs, $1.5 million higher facility costs, $1.5 million higher other discretionary costs to support business growth, $1.0 million higher technology costs, and $0.3 higher office expenses.

The G&A expenses for the six months ended June 30, 2025 included approximately $14.8 million of integration costs primarily associated with the Transaction.

For the six months ended June 30, 2024 there were approximately $1.5 million non-recurring transaction and integration costs associated with acquisitions.

Three months ended September 30, 2025 compared to September 30, 2024.

The deferred compensation plan increased G&A expenses by $1.1 million for the three months ended September 30, 2025, and increased G&A expenses by $1.1 million during the same period in 2024.

The G&A expenses, excluding the impact of the deferred compensation plan, would have been $30.2 million, or 4.4% of revenue, for the three months ended September 30, 2025, compared to $22.2 million, or 5.0% of revenue, for the same period in 2024, an increase of approximately $8.0 million.

The increase was primarily driven by $3.1 million higher personnel costs, $1.8 million higher marketing costs, $1.0 million higher insurance costs, $0.9 million higher other discretionary spending to support business growth, $0.8 million higher technology costs, and $0.4 million higher travel and entertainment costs.

The G&A expenses for the three months ended September 30, 2025 included approximately $5.4 million of integration costs

primarily associated with the Transaction.

For the three months ended September 30, 2024, there were approximately $7.7 million of non-recurring transaction and integration costs associated with the Transaction.

Nine months ended September 30, 2025 compared to September 30, 2024.

The deferred compensation plan increased G&A expenses by $2.4 million for the nine months ended September 30, 2025, and increased G&A expenses by $2.4 million during the same period in 2024.

G&A expenses, excluding the impact of the deferred compensation plan, would have been $84.6 million, or 3.8% of revenue, for the nine months ended September 30, 2025, compared to $61.5 million, or 4.5% of revenue, for the same period in 2024, an increase of $23.0 million.

The increase in G&A expenses was primarily due to approximately $5.9 million higher professional fees, $4.8 million higher personnel costs, $3.3 million higher marketing costs, $2.8 million higher insurance costs, $1.8 million higher technology costs, $1.6 million higher other discretionary spending to support business growth, $1.5 million higher facility costs, and $1.3 higher legal settlement costs.

The G&A expenses for the nine months ended September 30, 2025 included approximately $20.2 million of integration costs primarily associated with the Transaction.

For the nine months ended September 30, 2024, there were approximately $15.0 million of non-recurring transaction and integration costs associated with the Transaction.

Other Income (Expense), Net

Three Months Ended June 30,

Three Months Ended September 30,

(Amounts in thousands, except percentages)

Interest expense $ (27,960) $ (4,968) $ (22,992) N/M

Gain on sale of operations, net 1,124 4,953 (3,829) (77.3) %

Other income, net (1)

8,378 1,300 7,078 N/M

Total other income (expense), net $ (2,493) $ (3,401) $ 908 (26.7) %

(1) Other income, net includes a net gain of $13.2 million during the three months ended June 30, 2025, and a net gain of $2.6 million for the same period in 2024, associated with the value of investments held in a rabbi trust related to the deferred compensation plan, which were recorded in "Corporate and Other" for segment reporting purposes.

Total other (expense) income, net

$ (18,458) $ 1,285 $ (19,743) N/M

(1) Other income, net includes a net gain of $8.9 million during the three months ended September 30, 2025, and a net gain of $8.4 million for the same period in 2024, associated with the value of investments held in a rabbi trust related to the deferred compensation plan, which were recorded in "Corporate and Other" for segment reporting purposes.

The adjustments to the investments held in a rabbi trust related to the deferred compensation plan are offset by a corresponding increase or decrease to compensation expense, which is recorded as “Operating expenses” and “G&A expenses.” The deferred compensation plan has no impact on “Income before income tax expense” or diluted earnings per share.

In addition, included in Other income, net for the three months ended June 30, 2025 and 2024, is expense of $1.0 million and $0.2 million, respectively, related to net changes in the fair value of contingent consideration related to prior acquisitions.

As stated in Note 6.

Commitments and Contingencies, in the three months ended June 30, 2025 the Company recorded a gain of $12.5 million from a legal settlement within Other Income, net.

Six Months Ended June 30,

In addition, included in other income, net for the three months ended September 30, 2025 and 2024, is expense of $0.5 million and $5.7 million, respectively, related to net changes in the fair value of contingent consideration related to prior acquisitions.

Nine Months Ended September 30,

(Amounts in thousands, except percentages)

Interest expense $ (80,983) $ (15,363) $ (65,620) N/M

Gain on sale of operations, net 1,124 4,953 (3,829) (77.3) %

Other income, net (2)

23,408 11,907 11,501 96.6 %

31,786 13,207 18,579 N/M

Total other income (expense), net $ (48,073) $ 2,797 $ (50,870) N/M

(2) Other income, net includes a net gain of $10.6 million during the six months ended June 30, 2025, compared to a net gain of $12.2 million for the same period in 2024, associated with the value of investments held in a rabbi trust related to the deferred compensation plan, which were recorded in "Corporate and Other" for segment reporting purposes.

The adjustments to the investments held in a rabbi trust related to the deferred compensation plan are offset by a corresponding increase or decrease to compensation expense, which is recorded as “Operating expenses” and “G&A expenses.” The deferred compensation plan has no impact on “Income from continuing operations before income tax expense” or diluted earnings per share.

In addition, included in Other income, net for the six months ended June 30, 2025 and 2024, is expense of $1.5 million and $0.6 million, respectively, related to net changes in the fair value of contingent consideration related to prior acquisitions.

As stated in Note 6.

Commitments and Contingencies, in the six months ended June 30, 2025 the Company recorded a gain of $12.5 million from a legal settlement within Other income, net.

(2) Other income, net includes a net gain of $19.5 million during the nine months ended September 30, 2025, compared to a net gain of $20.6 million for the same period in 2024, associated with the value of investments held in a rabbi trust related to the deferred compensation plan, which were recorded in "Corporate and Other" for segment reporting purposes.

In addition, included in other income, net for the nine months ended September 30, 2025 and 2024, is expense of $2.0 million and $6.3 million, respectively, related to net changes in the fair value of contingent consideration related to prior acquisitions.

As stated in Note 6, Commitments and Contingencies, to the accompanying unaudited condensed consolidated financial statements in the nine months ended September 30, 2025, the Company recorded a gain of $12.5 million from a legal settlement within Other income, net.

Interest Expense

Three and six months ended June 30, 2025 compared with June 30, 2024.

During the three months ended June 30, 2025, our average debt balance and weighted average effective interest rate were $1,542.4 million and 6.75%, respectively, compared to $410.1 million and 4.85%, respectively, for the same period in 2024.

The increase in interest expense for the three months ended June 30, 2025 as compared to the same period in 2024 was

primarily driven by the higher average debt balance associated with the 2024 Credit Facilities which was entered into on November 1, 2024.

During the six months ended June 30, 2025, our average debt balance and interest rate was $1,493.2 million and 6.67% compared to $367.9 million and 5.41% for the same period in 2024.

The increase in interest expense for the six months ended June 30, 2025 as compared to the same period in 2024 was primarily driven by the higher average debt balance as well as higher weighted average effective interest rate.

Three and nine months ended September 30, 2025 compared with September 30, 2024.

During the three months ended September 30, 2025, our average debt balance and weighted average effective interest rate were $1,554.7 million and 6.62%, respectively, compared to $350.7 million and 5.37%, respectively, for the same period in 2024.

The increase in interest expense of $23.0 million for the three months ended September 30, 2025 as compared to the same period in 2024 was primarily driven by the higher average debt balance as well as higher weighted average effective interest rate associated with the 2024 Credit Facilities which was entered into on November 1, 2024.

During the nine months ended September 30, 2025, our average debt balance and interest rate were $1,513.9 million and 6.64%, respectively, compared to $362.1 million and 5.40%, respectively, for the same period in 2024.

The increase in interest expense for the nine months ended September 30, 2025 as compared to the same period in 2024 was $65.6 million.

This was primarily driven by the higher average debt balance as well as higher weighted

average effective interest rate associated with the 2024 Credit Facilities which was entered into on November 1, 2024.

Our indebtedness is further discussed in Note 5, Debt and Financing Arrangements, to the accompanying unaudited condensed consolidated financial statements.

Other Income (Expense), Net

Three and six months ended June 30, 2025 compared with June 30, 2024.

For the three months ended June 30, 2025, other income, net includes a net gain of $13.2 million associated with the deferred compensation plan.

Three and nine months ended September 30, 2025 compared with September 30, 2024.

For the three months ended September 30, 2025, other income, net includes a net gain of $8.9 million associated with the deferred compensation plan.

For the same period in 2024, other income, net includes a net gain of $8.4 million associated with the deferred compensation plan.

Excluding the impact of the deferred compensation plan from other income, net would result in a decrease of $9.7 million for the three months ended June 30, 2025 compared to the same period in 2024.

The decrease was primarily due to $22.0 million higher interest expense offset by a gain from a legal settlement of $12.5 million recorded to other income, net.

For the six months ended June 30, 2025, other income, net includes a net gain of $10.6 million associated with the non-qualified deferred compensation plan.

Excluding the impact of the deferred compensation plan, the other income, net would have been a $0.5 million loss for the three months ended September 30, 2025 and a $7.1 million loss for the same period in 2024.

The decrease in other expense, net was primarily attributed to a $5.3 million assumed contingent purchase price liability during the three months ended September 30, 2024, which did not recur in 2025.

Other miscellaneous expenses, net, decreased by $1.3 million in 2025 as compared to 2024.

For the nine months ended September 30, 2025, other income, net includes a net gain of $19.5 million associated with the non-qualified deferred compensation plan.

For the same period in 2024, other income, net includes a net gain of $20.6 million associated with the non-qualified deferred compensation plan.

Excluding the impact of the deferred compensation plan from other income, net would result in a decrease of $29.5 million for the six months ended June 30, 2025 compared to the same period in 2024.

The decrease was primarily due to $42.6 million higher interest expense offset by a gain from a legal settlement of $12.5 million recorded to other income, net and $0.7 million interest income.

Excluding the impact of the deferred compensation plan from other income, net would result in an increase of $19.6 million for the nine months ended September 30, 2025 compared to the same period in 2024.

The increase was primarily due to a $12.5 million legal settlement gain, $1.4 million of higher interest income, and $1.3 million of higher other miscellaneous income, net.

In addition, we recorded a $5.3 million assumed contingent purchase price liability in 2024, which did not recur in 2025, as a result, the expenses associated with the contingent earnout decreased by $4.4 million in 2025 as compared to 2024.

Further discussion related to the legal settlement is included in Note 6, Commitments and Contingencies, to the accompanying unaudited condensed financial statements.

Income Tax Expense

Three Months Ended June 30,

Three Months Ended September 30,

(Amounts in thousands, except percentages)

1 unchanged sentence

Effective tax rate 25.4 % 31.2 %

Six Months Ended June 30,

Nine Months Ended September 30,

(Amounts in thousands, except percentages)

1 unchanged sentence

Effective tax rate 28.1 % 28.1 %

Three and six months ended June 30, 2025 compared with June 30, 2024.

The effective tax rate for the three months ended June 30, 2025 was 27.4%, compared to an effective tax rate of 29.8% for the comparable period in 2024.

The decrease in the effective tax rate for the three month period ended June 30, 2025 was primarily due to the tax effect of lower non-deductible expenses and lower state income tax expenses compared to the same period in 2024.

These items favorably affected the tax rate as related to pre-tax income for the three months ended June 30, 2025 when compared to the same period in 2024.

The increase in income tax expense for the three months ended June 30, 2025 when compared to the same period in 2024 was primarily driven by the increase in pre-tax income in 2025.

The effective tax rate for the six months ended June 30, 2025 was 28.6%, compared to an effective tax rate of 26.9% for the same period in 2024.

The increase in the effective tax rate for the six month period ended June 30, 2025 was primarily due to lower tax benefits related to stock-based compensation expense that was recognized in 2025 as compared to the same period in 2024.

This item adversely affected the effective tax rate as related to pre-tax income for the six months ended June 30, 2025 when compared to the same period in 2024.

The increase in income tax expense for the six months ended June 30, 2025 when compared to the same period in 2024 was primarily driven by the increase in pre-tax income in 2025.

Three and nine months ended September 30, 2025 compared with September 30, 2024.

The effective tax rate for the three months ended September 30, 2025 was 25.4%, compared to an effective tax rate of 31.2% for the comparable period in 2024.

The decrease in the effective tax rate for the three month period ended September 30, 2025 was primarily due to a higher tax benefit recognized related to stock based compensation expense along with lower state income tax expense during the third quarter of 2025 compared to the same period in 2024.

These items favorably affected the tax rate as related to pre-tax income for the three months ended September 30, 2025 when compared to the same period in 2024.

The decrease in income tax expense for the three months ended September 30, 2025, when compared to the same period in 2024, was primarily driven by the decrease in pre-tax income in 2025, along with the aforementioned favorable items.

The effective tax rate for the nine months ended September 30, 2025 was 28.1%, compared to an effective tax rate of 28.1% for the same period in 2024.

The increase in income tax expense for the nine months ended September 30, 2025, when compared to the same period in 2024, was primarily driven by the increase in pre-tax income in 2025.

Operating Practice Groups

3 unchanged sentences

Financial Services

Three Months Ended June 30,

Three Months Ended September 30,

(Amounts in thousands, except percentages)

2 unchanged sentences

Gross margin / Operating income 94,681 61,656 33,025 53.6 %

Total other income, net (26) 128 (154) (120.3) %

Total other (expense) income, net

(619) 15 (634) N/M

Income before income tax expense $ 94,062 $ 61,671 $ 32,391 52.5 %

Gross margin percent 16.4 % 19.1 %

Six Months Ended June 30,

Nine Months Ended September 30,

(Amounts in thousands, except percentages)

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Gross margin / Operating income 383,210 215,149 168,061 78.1 %

Total other income, net 159 214 (55) (25.7) %

Total other (expense) income, net

(460) 229 (689) N/M

Income before income tax expense $ 382,750 $ 215,378 $ 167,372 77.7 %

Gross margin percent 20.6 % 21.4 %

Three months ended June 30, 2025 compared to June 30, 2024

The Financial Services practice group revenue for the three months ended June 30, 2025 grew by 84.3% to $569.8 million from $309.2 million during the same period in 2024.

This increase of $260.6 million is primarily driven by those units that provide traditional accounting and tax-related services, which increased $196.6 million primarily as a result of the Transaction, the units that provide advisory services, which increased by $48.1 million, the units that provide national technology services, which increased $15.8 million, and the units that provide government healthcare compliance business consulting, which increased by approximately $0.2 million.

Three months ended September 30, 2025 compared to September 30, 2024.

The Financial Services practice group revenue for the three months ended September 30, 2025 grew by 79.5% to $578.5 million from $322.3 million during the same period in 2024.

This increase of $256.2 million was primarily the result of the Transaction and was across almost all service lines.

When compared to the same period in 2024, revenue from traditional accounting and tax-related services increased by $226.0 million, revenue from advisory services increased by $23.3 million, and revenue from national technology services increased by $8.6 million.

Revenue from government healthcare consulting services remained relatively consistent.

We provide a range of services to affiliated CPA firms under joint referral and administrative service agreements (“ASAs”).

Fees earned under the ASAs are recorded as revenue in the accompanying Condensed Consolidated Statements of Comprehensive Income and were approximately $164.6 million and $68.9 million for the three months ended June 30, 2025 and 2024, respectively.

Fees earned under the ASAs are recorded as revenue in the accompanying Condensed Consolidated Statements of Comprehensive Income and were approximately $130.3 million and $60.9 million for the three months ended September 30, 2025 and 2024, respectively.

Operating Expenses

Operating expenses for the three months ended June 30, 2025 increased by $221.6 million, or 84.3%, as compared to the same period in 2024.

Operating expenses for the three months ended September 30, 2025 increased by $223.2 million, or 85.6%, as compared to the same period in 2024.

Personnel costs increased by $171.1 million, of which acquisitions contributed approximately $161.3 million to the increase.

Compared to the same period in 2024, depreciation and amortization

costs, direct costs, facility costs, technology costs, professional service costs, travel and entertainment costs, and marketing costs increased by approximately $15.9 million, $13.2 million, $12.1 million, $6.1 million, $3.4 million, $2.9 million and $1.6 million, respectively.

Additionally, there was $1.1 million higher other discretionary spending to support business growth.

Operating expenses as a percentage of revenue stayed the same at 85.0% for the three months ended June 30, 2025 and 2024.

Six months ended June 30, 2025 compared to June 30, 2024.

Revenue for the six months ended June 30, 2025 grew by 88.2% to $1,283.5 million from $681.9 million during the same period in 2024.

This increase of $601.6 million was primarily driven by those units that provide traditional accounting and tax-related services, which increased $512.1 million primarily as a result of the Transaction, the units that provide advisory services, which increased by $56.7 million, the units that provide national technology services, which increased $28.6 million, and the units that provide government healthcare compliance business consulting, which increased by approximately $4.2 million.

Fees earned under the ASAs, as described above, were approximatel y $398.9 million and $156.8 million f or the six months ended June 30, 2025 and 2024, respectively.

Compared to the same period in 2024, depreciation and amortization costs, direct costs, facility costs, technology costs, professional services costs, travel and entertainment costs, marketing costs, other discretionary spending to support business growth, and office expenses increased by approximately $15.3 million, $11.0 million, $11.0 million, $6.0 million, $3.6 million, $2.4 million, $1.5

million, $0.8 million, and $0.5 million, respectively.

Operating expenses as a percentage of revenue increased to 83.6% for the three months ended September 30, 2025 from 80.9% of revenue for the same period in 2024.

Nine months ended September 30, 2025 compared to September 30, 2024.

Revenue for the nine months ended September 30, 2025 grew by 85.4% to $1,862.0 million from $1,004.2 million during the same period in 2024.

This increase of $857.8 million was primarily the result of the Transaction and was across all service lines.

As compared to the same period in 2024, revenue from the traditional accounting and tax-related services increased by $738.1 million, revenue from advisory services increased by $80.0 million, revenue from national technology increased by $37.2 million, and revenue from government healthcare consulting services increased by approximately $3.0 million.

Fees earned under the ASAs, as described above, were approximatel y $529.1 million and $217.7 million f or the nine months ended September 30, 2025 and 2024, respectively.

Operating Expenses

Operating expenses for the six months ended June 30, 2025 increased by $466.6 million, or 88.3%, as compared to the same period last year.

Personnel costs increased by $360.0 million, primarily do to the Transaction.

Compared to the same period in 2024, depreciation and amortization costs, direct costs, facility costs, technology costs, professional services costs, marketing costs, travel and entertainment costs, and office expenses increased by approximately $31.6 million, $25.8 million, $23.5 million, $11.5 million, $4.6 million, $3.6 million, $3.2 million, and $1.5 million, respectively.

Operating expenses for the nine months ended September 30, 2025 increased by $689.8 million, or 87.4%, as compared to the same period last year.

Personnel costs increased by $530.8 million, of which acquisitions contributed approximately $519.2 million to the increase.

Compared to the same period in 2024, depreciation and amortization costs, direct costs, facility costs, technology costs, professional services costs, travel and entertainment costs, marketing costs, and employee costs increased by approximately $46.9 million, $36.8 million, $34.5 million, $17.5 million, $8.1 million, $5.6 million, $5.1 million, and $2.6 million, respectively.

In addition, other discretionary costs increased by approximately $1.9 million to support the business growth.

Operating expense as a percentage of revenue stayed the same at 77.5% during the six months ended June 30, 2025 and 2024.

Operating expense as a percentage of revenue increased to 79.4% during the nine months ended September 30, 2025 from 78.6% of revenue during the same period in 2024.

Benefits and Insurance Services

Three Months Ended June 30,

Three Months Ended September 30,

(Amounts in thousands, except percentages)

2 unchanged sentences

Gross margin / Operating income 19,305 21,075 (1,770) (8.4) %

Total other income, net 46 43 3 7.0 %

Total other income, net 42 2 40 N/M

Income before income tax expense $ 19,347 $ 21,077 $ (1,730) (8.2) %

Gross margin percent 18.7 % 20.3 %

Six Months Ended June 30,

Nine Months Ended September 30,

(Amounts in thousands, except percentages)

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Gross margin percent 20.4 % 19.4 %

Three months ended June 30, 2025 compared to June 30, 2024

The Benefits and Insurance Services practice group revenue increased by $4.5 million, or 4.6%, to $101.9 million during the three months ended June 30, 2025 compared to $97.4 million for the same period in 2024.

is primarily driven by a $3.6 million increase in employee benefit and retirement benefit services lines and a $2.5 million increase in payroll-related services.

The increase was offset by a $1.6 million decrease in the property and casualty services revenue.

Three months ended September 30, 2025 compared to September 30, 2024.

The Benefits and Insurance Services practice group revenue for the three months ended September 30, 2025 remained relatively unchanged when compared to the same period in 2024.

Revenue for the three month period ended September 30, 2025 increased by $2.3 million from payroll and human capital related services and increased

by $0.3 million in employee benefit and retirement benefit service lines.

This increase was offset by a $3.2 million decrease in the property and casualty services revenue.

Operating Expenses

Operating expenses for the three months ended June 30, 2025 increased by $0.8 million, or 0.9%, when compared to the same period in 2024.

Direct costs increased by $1.5 million compared to the same period in 2024.

The increase was offset with a decrease of approximately $0.4 million in personnel costs and $0.4 million in other discretionary spending to support business growth.

Operating expenses as a percentage of revenue decreased to 82.4% for the quarter ended June 30, 2025 from 85.4% of revenue for the same period in 2024, primarily due to increase in revenue generated from the employee benefit and retirement benefit services.

Six months ended June 30, 2025 compared to June 30, 2024.

The Benefits and Insurance Services practice group revenue increased by $9.1 million, or 4.4%, to $214.9 million during the six months ended June 30, 2025 compared to $205.8 million for the same period in 2024.

The increase is primarily driven by a $8.0 million increase from payroll-related services and a $6.7 million increase in employee benefit and retirement benefit services lines.

Operating expenses for the three months ended September 30, 2025 increased by $1.1 million, or 1.3%, when compared to the same period in 2024.

The increase was primarily driven by direct costs and professional services, which increased by $1.3 million and $0.2 million, respectively, when compared to the same period in 2024.

The increase was offset with a decrease of approximately $0.4 million of depreciation and amortization expense.

Operating expenses as a percentage of revenue increased to 81.3% for the quarter ended September 30, 2025 from 79.7% of revenue for the same period in 2024.

Nine months ended September 30, 2025 compared to September 30, 2024.

The Benefits and Insurance Services practice group revenue increased by $8.4 million, or 2.7%, to $318.3 million during the nine months ended September 30, 2025 compared to $309.9 million for the same period in 2024.

The increase was primarily driven by a $10.3 million increase from payroll and human capital related services and a $7.0 million increase in employee benefit and retirement benefit services lines.

The increase was offset by a $8.8 million decrease in the property and casualty services revenue.

Operating Expenses

Operating expenses for the six months ended June 30, 2025 increased by $2.5 million, or 1.5%, when compared to the same period in 2024.

Direct costs increased by $2.9 million compared to the same period in 2024.

This increase was offset by a decrease of $0.4 million in discretionary spending to support business growth.

Operating expense as a percentage of revenue decreased to 78.8% during the six months ended June 30, 2025 as compared to 81.1% of revenue for the same period in 2024.

Operating expenses for the nine months ended September 30, 2025 increased by $3.6 million, or 1.4%, when compared to the same period in 2024.

This increase was primarily driven by direct costs and personnel costs which increased by $4.3 million and $1.0 million, respectively, when compared to the same period in 2024.

This increase was offset by a decrease of $1.0 million of depreciation and amortization expenses and a decrease of $0.7 million in travel and entertainment costs.

Operating expense as a percentage of revenue decreased to 79.6% during the nine months ended September 30, 2025 as compared to 80.6% of revenue for the same period in 2024.

National Practices

Three Months Ended June 30,

Three Months Ended September 30,

(Amounts in thousands, except percentages)

2 unchanged sentences

Gross margin / Operating income 1,224 1,448 (224) (15.5) %

Total other (expense) income, net — (4) 4 N/M

Total other (expense) income, net 1,124 4,953 (3,829) (77.3) %

Income before income tax expenses $ 2,348 $ 6,401 $ (4,053) (63.3) %

Gross margin percent 10.3 % 11.5 %

Six Months Ended June 30,

Nine Months Ended September 30,

(Amounts in thousands, except percentages)

5 unchanged sentences

Gross margin percent 10.3 % 10.5 %

Three and six months ended June 30, 2025 compared with June 30, 2024

Three and nine months ended September 30, 2025 compared with September 30, 2024.

Revenue and Operating Expenses

The National Practices group is primarily driven by a cost-plus contract with a single client, which has existed since 1999.

During the three months ended September 30, 2024, we completed the sale of CBIZ KA Consulting Services, LLC ("KA Consulting"), which was a component of the National Practices group.

KA Consulting contributed approximately $2.2 million and $8.4 million of revenue for the three and nine months ended September 30, 2024.

The remaining National Practice group is primarily driven by a cost-plus contract with a single client, which has existed since 1999.

The cost-plus contract is a five-year contract with the most recent renewal through December 31, 2028.

Revenues from this single client accounted for approximately 75% of the National Practice group’s revenue.

During the three and six months ended June 30, 2025, revenue decreased by $1.6 million, or 12.1%, and by $3.5 million, or 13.1%, respectively, while operating expenses decreased by $1.5 million or 12.9%,and $3.2 million, or 13.4%, respectively.

During the three and nine months ended September 30, 2025, revenue decreased by $0.6 million, or 5.1%, and by $4.1 million, or 10.6%, respectively, while operating expenses decreased by $0.4 million or 3.7%, and $3.6 million, or 10.4%, respectively.

The decrease in revenue and in operating expense was attributed to the result of the sale of KA Consulting.

Corporate and Other

1 unchanged sentence

These expenses primarily consist of certain health care costs, gains or losses attributable to assets held in our deferred compensation plan, stock-based compensation, consolidation and integration charges, certain professional fees, certain advertising costs, and other various expenses.

Three Months Ended June 30,

Three Months Ended September 30,

(Amounts in thousands, except percentages)

2 unchanged sentences

Operating loss (56,346) (34,493) (21,853) 63.4 %

Total other (expense) income, net (2,514) (3,568) 1,054 (29.5) %

Total other expense, net

(19,006) (3,685) (15,321) N/M

Loss before income tax expense $ (75,352) $ (38,178) $ (37,174) 97.4 %

Six Months Ended June 30,

Nine Months Ended September 30,

(Amounts in thousands, except percentages)

2 unchanged sentences

Operating loss (132,490) (98,896) (33,594) 34.0 %

Total other (expense) income, net (30,149) 1,215 (31,364) N/M

Total other expense, net

(49,154) (2,470) (46,684) N/M

Loss before income tax expense $ (181,644) $ (101,366) $ (80,278) 79.2 %

Three months ended June 30, 2025 compared to June 30, 2024

Total operating expenses increased by $8.4 million during the three months ended June 30, 2025, as compared to the same period in 2024.

The deferred compensation plan increased operating expenses by $11.7 million for the three months ended June 30, 2025 and increased operating expenses by $2.3 million during the same period in 2024.

Excluding the deferred compensation expenses, operating expenses decreased by $1.1 million during the three months ended June 30, 2025, as compared to the same period in 2024.

The decrease was primarily driven by lower personnel costs.

Total corporate general and administrative expenses increased by $5.6 million, or 25.3%, during the three months ended June 30, 2025, as compared to the same period in 2024.

The deferred compensation plan decreased corporate general and administrative expenses by $1.5 million for the three months ended June 30, 2025 and increased corporate general and administrative expenses by $0.3 million during the same period in 2024.

Excluding the deferred compensation expenses, corporate general and administrative expense increased by approximately $4.5 million during the three months ended June 30, 2025, as compared to the same period in 2024.

The increase was primarily driven by $1.4 million higher facility costs, $0.9 million higher insurance costs, $0.8 million higher

marketing costs, $0.7 million higher professional services costs, $0.6 million higher technology costs, and $0.1 million higher other discretionary spending to support business growth.

The corporate general and administrative expenses for the three months ended June 30, 2025 included approximately $8.1 million of integration costs primarily associated with the Transaction.

For the three months ended June 30, 2024 there were approximately $0.1 million non-recurring transaction and integration costs associated with acquisitions.

Total other income (expense), net increased by $1.1 million during the three months ended June 30, 2025, as compared to the same period in 2024.

For the three months ended June 30, 2025, total other income (expense), net includes a net gain of $13.2 million associated with the deferred compensation plan.

For the same period in 2024, total other income (expense), net includes a net gain of $2.6 million associated with the deferred compensation plan.

Excluding the impact of the deferred compensation plan, total other income (expense), net decreased by $9.7 million for the three months ended June 30, 2025 compared to the same period in 2024.

The decrease was primarily due to $22.0 million higher interest expense offset by a gain from a legal settlement of $12.5 million recorded to other income (expense), net.

Six months ended June 30, 2025 compared to June 30, 2024

Total operating expenses decreased by $3.2 million ,or 13.6%, during the six months ended June 30, 2025, as compared to the same period in 2024.

The deferred compensation plan decreased operating expenses by $9.3 million for the six months ended June 30, 2025, and increased operating expense by $10.9 million during the same period in 2024.

Excluding the deferred compensation expenses, operating expense decreased by approximately $1.6 million during the six months ended June 30, 2025, as compared to the same period in 2024, primarily driven by lower personnel costs.

Total corporate general and administrative expenses increased by $14.9 million, or 36.7%, during the six months ended June 30, 2025, as compared to the same period in 2024.

The deferred compensation plan increased corporate general and administrative expenses by $1.3 million for the six months ended June 30, 2025 and by $1.4 million during the same period in 2024.

Excluding the deferred compensation expenses, corporate general and administrative expense increased by approximately $15.0 million during the six months ended June 30, 2025, as compared to the same period in 2024.

The increase in corporate general and administrative expenses was primarily due to approximately $5.7 million higher professional service costs, $1.8 million higher insurance costs, $1.7 million higher personnel costs, $1.5 million higher marketing costs, $1.5 million higher facility costs, $1.5 million higher other discretionary costs to support business growth, $1.0 million higher technology costs, and $0.3 higher office expenses.

The corporate general and administrative expenses for the six months ended June 30, 2025 included approximately $14.8 million of integration costs primarily associated with the Transaction.

For the six months ended June 30, 2024 there were approximately $1.5 million non-recurring transaction and integration costs associated with acquisitions.

Total other (expense) income, net increased by $31.4 million during the six months ended June 30, 2025, as compared to the same period in 2024.

Total other (expense) income, net for the six months ended June 30, 2025 includes a net gain of $10.6 million associated with the deferred compensation plan.

For the same period in 2024, total other income (expense), net includes a net gain of $12.2 million associated with the deferred compensation plan.

Excluding the impact of the deferred compensation plan, total other income (expense), net decreased by $29.5 million for the six months ended June 30, 2025 compared to the same period in 2024.

The decrease was primarily due to $42.6 million higher interest expense, partially offset by a gain from a legal settlement of $12.5 million recorded to other income (expense), net and $0.7 million interest income.

Three months ended September 30, 2025 compared to September 30, 2024.

Total operating expenses increased by $13.8 million during the three months ended September 30, 2025, as compared to the same period in 2024.

The deferred compensation plan increased operating expenses by $7.8 million for the three months ended September 30, 2025 and increased operating expenses by $7.3 million during the same period in 2024.

Excluding the deferred compensation expenses, operating expenses increased by $13.3 million during the three months ended September 30, 2025, as compared to the same period in 2024.

The increase was primarily driven by $5.9 million higher facility costs, $4.6 million higher personnel costs, $1.8 higher professional service costs, and $1.5 million higher other discretionary spending to support business growth.

Total corporate G&A expenses increased by $8.0 million, or 34.6%, during the three months ended September 30, 2025, as compared to the same period in 2024.

The deferred compensation plan increased corporate G&A expenses by $1.1 million for the three months ended September 30, 2025 and by $1.1 million during the same

period in 2024.

Excluding the deferred compensation expenses, corporate G&A expense increased by approximately $8.0 million during the three months ended September 30, 2025, as compared to the same period in 2024.

The G&A expenses for the three months ended September 30, 2025 included approximately $5.7 million of integration costs primarily associated with the Transaction.

For the three months ended September 30, 2024, there were approximately $7.7 million of integration costs associated with the Transaction.

Total other expense, net increased by $15.3 million during the three months ended September 30, 2025, as compared to the same period in 2024.

For the three months ended September 30, 2025, total other expense, net included a net gain of $8.9 million associated with the deferred compensation plan.

For the same period in 2024, total other expense, net included a net gain of $8.4 million associated with the deferred compensation plan.

Excluding the impact of the deferred compensation plan, total other expense, net increased by $15.9 million for the three months ended September 30, 2025 compared to the same period in 2024.

The increase was primarily due to $23.0 million higher interest expense, partially offset by $5.0 million higher fair value adjustments as well as $2.5 million other adjustments recorded to other income (expense), net.

Nine months ended September 30, 2025 compared to September 30, 2024.

Total operating expenses increased by $10.6 million, or 30.4%, during the nine months ended September 30, 2025, as compared to the same period in 2024.

The deferred compensation plan increased operating expenses by $17.1 million for the nine months ended September 30, 2025, and by $18.2 million during the same period in 2024.

Excluding the deferred compensation expenses, operating expense increased by approximately $11.6 million during the nine months ended September 30, 2025, as compared to the same period in 2024.

This increase was primarily driven by $5.2 million higher facility costs, $4.1 million higher professional service costs, $2.1 million higher personnel costs, and $0.2 million higher other discretionary spending to support business growth.

Total corporate G&A expenses increased by $23.0 million, or 35.9%, during the nine months ended September 30, 2025, as compared to the same period in 2024.

The deferred compensation plan increased corporate G&A expenses by $2.4 million for the nine months ended September 30, 2025 and by $2.4 million during the same period in 2024.

Excluding the deferred compensation expenses, corporate G&A expense increased by approximately $23.0 million during the nine months ended September 30, 2025, as compared to the same period in 2024.

The increase was primarily due to approximately $5.9 million higher professional fees, $4.8 million higher personnel costs, $3.3 million higher marketing costs, $2.8 million higher insurance costs, $1.8 million higher technology costs, $1.6 million higher other discretionary spending to support business growth, $1.5 million higher facility costs, and $1.3 higher legal settlement costs.

The G&A expenses for the nine months ended September 30, 2025 included approximately $20.2 million of integration costs primarily associated with the Transaction.

For the nine months ended September 30, 2024 there were approximately $15.0 million of non-recurring transaction and integration costs associated with the Transaction.

Total other expense, net increased by $46.7 million during the nine months ended September 30, 2025, as compared to the same period in 2024.

Total other expense, net for the nine months ended September 30, 2025 includes a net gain of $19.5 million associated with the deferred compensation plan.

For the same period in 2024, total other expense, net includes a net gain of $20.6 million associated with the deferred compensation plan.

Excluding the impact of the deferred compensation plan, total other expense, net increased by $45.6 million for the nine months ended September 30, 2025 compared to the same period in 2024.

The increase was primarily due to $65.6 million higher interest expense, partially offset by a gain from a legal settlement of $12.5 million recorded to other income (expense), net, $4.4 million higher fair value adjustments and $1.7 million higher other adjustments, as well as an increase of $1.4 million of interest income.

Our principal sources of liquidity are cash generated from operating activities and financing activities.

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This is primarily due to the seasonal accounting and tax services period under the Financial Services practice group, as well as payment of accrued employees' incentives programs.

Upon completion of the seasonal accounting and tax services period, cash provided by operations during the remaining three quarters of the fiscal year substantially exceeds the use of cash in the first quarter of the fiscal year.

Accounts receivable balances increase in response to the first six months' revenue generated by the Financial Services practice group.

Upon completion of the seasonal

accounting and tax services period, cash provided by operations during the remaining three quarters of the fiscal year substantially exceeds the use of cash in the first quarter of the fiscal year.

Accounts receivable balances increase in response to the first three months' revenue generated by the Financial Services practice group.

A significant amount of this revenue is billed and collected in subsequent quarters.

1 unchanged sentence

We provide DSO data because such data is commonly used as a performance measure by analysts and investors and as a measure of our ability to collect on receivables in a timely manner.

Trailing-twelve-month DSO, including the impact of acquisitions, was 87 days and 95 days at June 30, 2025 and 2024, respectively.

Trailing-twelve-month DSO, including the impact of acquisitions, was 94 days and 97 days at September 30, 2025 and 2024, respectively.

DSO at December 31, 2024 was 73 days.

1 unchanged sentence

For additional details, refer to the accompanying Condensed Consolidated Statements of Cash Flows.

Six Months Ended June 30,

Nine Months Ended September 30,

(Amounts in thousands)

3 unchanged sentences

Net decrease in cash, cash equivalents and restricted cash $ (43,300) $ (41,965)

Operating Activities - Cash provided by operating activities was $24.9 million during the six months ended June 30, 2025, primarily consisted of working capital use of $225.1 million, which was offset by net income of $164.7 million and certain non-cash items, such as depreciation and amortization expense of $49.9 million, deferred income tax of $17.1 million, stock-based compensation expense of $12.2 million, and an adjustment to contingent earnout liability of $1.5 million.

Cash provided by operating activities was $24.4 million during the six months ended June 30, 2024, and primarily consisted of working capital use of $101.5 million, which was offset by net income of $96.7 million and certain non-cash items, such as depreciation and amortization expense of $19.0 million, deferred income tax of $3.1 million, and stock-based compensation expense of $5.0 million.

Investing Activities - Cash used in investing activities during the six months ended June 30, 2025 was $12.3 million and consisted primarily of $13.1 million in capital expenditures, and $0.5 million in other investing activities primarily related to acquisition related working capital adjustment payments and notes receivable.

Operating Activities - Cash provided by operating activities was $48.8 million during the nine months ended September 30, 2025, primarily consisted of working capital use of $258.0 million, which was offset by net income of $194.9 million and certain non-cash items, such as depreciation and amortization expense of $74.3 million, deferred income tax of $8.8 million, stock-based compensation expense of $19.6 million, and an adjustment to contingent earnout liability of $2.0 million.

Cash provided by operating activities was $68.2 million during the nine months ended September 30, 2024, primarily consisted of working capital use of $108.4 million, which was offset by net income of $131.8 million and certain non-cash items, such as depreciation and amortization expense of $28.6 million, deferred income tax of $4.8 million, stock-based compensation expense of $7.4 million, and an adjustment to contingent earnout liability of $6.3 million.

Investing Activities - Cash used in investing activities during the nine months ended September 30, 2025 was $16.9 million and consisted primarily of $15.0 million in capital expenditures and $4.0 million in net client fund investment activity, partially offset by $1.4 million received from sale of operations and $0.7 million in other investing activities primarily related to acquisition related working capital adjustment payments and notes receivable.

The net cash flow related to funds held for clients and other activities were immaterial.

Cash used in investing activities during the six months ended June 30, 2024 was $33.2 million and consisted primarily of $22.5 million used for business acquisitions, $7.0 million in capital expenditures, and $3.8 million in other investing activities primarily related to acquisition related working capital adjustment payments and notes receivable.

Cash used in investing activities during the nine months ended September 30, 2024 was $24.9 million and consisted primarily of $22.9 million used for business acquisitions, $9.7 million in capital expenditures, and $2.2 million in other investing activities primarily related to acquisition related working capital adjustment payments and notes receivable.

The net cash flow related to funds held for clients and other activities were immaterial.

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The nature of these accounts is further described in Note 1, Basis of Presentation and Significant Accounting Policies, to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Financing Activities - Cash used in financing activities during the six months ended June 30, 2025 was $33.2 million and primarily consisted of $79.1 million of cash used in share repurchases, of which $71.3 million was under the ROFR Agreement, a $57.2 million net decrease in client fund obligations and $48.8 million in contingent consideration payments related to prior acquisitions, which was partially offset by $152.8 million in net proceeds from the credit facility.

Cash used in financing activities during the six months ended June 30, 2024 was $11.9 million and primarily consisted of $68.6 million in net proceeds from the credit facility, partially offset by $11.2 million of cash used in share repurchases for tax withholding purposes, a $28.3 million net decrease in client fund obligations and $41.0 million in contingent consideration payments related to prior acquisitions.

Financing Activities - Cash used in financing activities during the nine months ended September 30, 2025 was $75.2 million and primarily consisted of $135.6 million of cash used in share repurchases, of which $102.8 million was used under the ROFR Agreement and $25.0 million were open market purchases.

Additionally, $48.3 million was paid to reduce client fund obligations and $55.8 million was paid as contingent consideration payments related to prior acquisitions.

The use of cash was partially offset by $165.9 million in net proceeds from the 2024 Credit Facilities.

Cash used in financing activities during the nine months ended September 30, 2024 was $85.2 million and primarily consisted of $24.9 million in net proceeds from the 2022 credit facility, partially offset by $11.4 million cash used in share repurchases for tax withholding purposes, a $47.6 million net decrease in client fund obligations and $50.9 million in contingent consideration payments related to prior acquisitions.

CAPITAL RESOURCES

Credit Facility - At June 30, 2025, we had $1,573.7 million outstanding under the 2024 Credit Facilities as well as $3.2 million of outstanding letters of credit.

Available funds under the 2024 Credit Facilities, based on the terms of the commitment, were approximately $370.0 million at June 30, 2025.

The weighted average interest rate under the 2024 Credit Facilities was 6.67% during the six months ended June 30, 2025, compared to 5.41% for the same period in 2024.

The 2024 Credit Facilities allows for the allocation of funds for future strategic initiatives, including

acquisitions and the repurchase of our common stock, subject to the terms and conditions of the 2024 Credit Facilities.

Credit Facilities - At September 30, 2025, we had $1,586.8 million outstanding under the 2024 Credit Facilities as well as $3.2 million of outstanding letters of credit.

Available funds under the 2024 Credit Facilities, based on the terms of the commitment, were approximately $316.0 million at September 30, 2025.

The weighted average interest rate under the 2024 Credit Facilities was 6.64% during the nine months ended September 30, 2025, compared to 5.40% for the same period in 2024 under the 2022 credit facility.

The 2024 Credit Facilities allows for the allocation of funds for future strategic initiatives, including acquisitions and the repurchase of our common stock, subject to the terms and conditions of the 2024 Credit Facilities.

Debt Covenant Compliance - Under the 2024 Credit Facilities, we are required to meet certain financial covenants with respect to (i) total leverage ratio and (ii) minimum interest charge coverage ratio.

We were in compliance with our financial covenants as of June 30, 2025.

We were in compliance with our financial covenants as of September 30, 2025.

Our ability to service our debt and to fund future strategic initiatives will depend upon our ability to generate cash in the future.

For further discussion regarding our 2024 Credit Facilities, refer to Note 5, Debt and Financing Arrangements, to the accompanying unaudited condensed consolidated financial statements.

Use of Capital - Our overall business objective continues to focus 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 existing offerings.

As a result of the Transaction and related 2024 Credit Facilities we have $1,573.7 million of outstanding debt as of June 30, 2025.

As a result of the Transaction and related 2024 Credit Facilities we have $1,586.8 million of outstanding debt as of September 30, 2025.

During the six months ended June 30, 2025 we completed no acquisitions.

During the six months ended June 30, 2025, we repurchased 1.0 million shares of our common stock at a cost of $71.3 million under the ROFR Agreement.

Cash Requirements - Cash requirements for the remainder of 2025 and beyond will include share repurchases through our ROFR agreement, the repayment of outstanding debt and related interest, making strategic acquisitions, funding seasonal working capital requirements, making contingent purchase price payments for previous acquisitions, income tax payments, and capital expenditures.

During the nine months ended September 30, 2025, we completed no acquisitions.

During the nine months ended September 30, 2025, we repurchased 1.4 million shares of our common stock at a cost of $102.8 million under the ROFR Agreement and 0.4 million shares of our common stock in the open market for $25.0 million.

Additionally, to settle statutory employee withholdings related to vesting of stock awards, we repurchased 0.1 million shares of our common stock at cost of $7.8 million during the nine months ended September 30, 2025 and 0.2 million shares at a cost of $11.4 million during the nine months ended September 30, 2024.

Cash Requirements - Cash requirements for the remainder of 2025 and beyond will include share repurchases through both our ROFR Agreement and open market purchases, the repayment of outstanding debt and related interest, making strategic acquisitions, funding seasonal working capital requirements, making contingent purchase price payments for previous acquisitions, income tax payments, and capital expenditures.

We believe that cash provided by operations, as well as available funds under our 2024 Credit Facilities, will be sufficient to meet cash requirements for the remainder of 2025 and beyond.

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The accompanying unaudited condensed consolidated financial statements do not reflect the operations or accounts of variable interest entities as the impact is not material to the financial condition, results of operations, or cash flows of CBIZ.

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 30, 2025 and December 31, 2024, respectively.

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 September 30, 2025 and December 31, 2024, 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 $2.2 million at June 30, 2025 and December 31, 2024, respectively.

The amount of license bonds outstanding was $2.2 million and $2.2 million at September 30, 2025 and December 31, 2024, respectively.

We have various agreements under 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 we customarily agree 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.

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 is generally conditioned upon the other party making a claim.

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Historically, we have not made any payments under these agreements that have been material individually or in the aggregate.

As of June 30, 2025, we are not aware of any material obligations arising under indemnification agreements that would require payment.

As of September 30, 2025, we are not aware of any material obligations arising under indemnification agreements that would require payment.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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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;

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

certain liabilities resulting from acquisitions are estimated and could lead to a material impact on our results of operations;

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governmental regulations and interpretations are subject to changes, which could have a material adverse effect on our financial condition;

changes in the United States healthcare environment, including

new healthcare legislation, may adversely affect the revenue and margins in our healthcare benefit business;

continuing uncertainty in the current economic and geopolitical environment could lead to continuing softness 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;

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climate change legislation or regulations restricting emissions of greenhouse gases could result in increased operating costs;

the adverse impact of legislative and regulatory changes in the U.S.

and globally, including as a result of the One Big Beautiful Bill Act, on our tax rate, accounting practices, operations and results;

the widespread outbreak of a communicable illness or any other public health crisis could adversely affect our business, financial condition and results of operations;

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis