What changed in this filing

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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-28 · 413 added, 388 removed, 1112 unchanged (42% of the section changed)

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Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2025.

Management has excluded from the scope of its assessment of the effectiveness of internal control over financial reporting as of December 31, 2024 the operations and related assets of the following acquisitions completed in 2024:

Acquisitions Date of Acquisition

Erickson, Brown & Kloster, LLC February 1, 2024

CompuData, Inc.

March 1, 2024

Educational & Institutional Insurance Administrators, Inc.

Hoover Financial Advisors, Inc.

October 1, 2024

Marcum LLP November 1, 2024

The aggregated total assets and revenue from the above acquisitions were $233.2 million and $137.6 million, respectively, of our respective consolidated total assets and total revenue as of and for the year ended December 31, 2024, respectively.

Refer to Note 2, Business Combinations, for detailed disclosure of the acquisitions completed in 2024.

Changes in Internal Control Over Financial Reporting - Except as discussed below, there has been no change in our internal controls over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

We are currently in the process of integrating the aforementioned acquisitions', control processes and information systems into our systems and control environment.

We believe that we have taken the necessary steps to monitor and maintain appropriate internal controls over financial reporting during this integration.

Changes in Internal Control Over Financial Reporting - During the fiscal quarter ended December 31, 2025, we completed the integration of Marcum, which was acquired in November 2024, into our internal control process.

Other than the integration of Marcum into our internal control over financial reporting, there has been no change in our internal controls over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Our independent auditor, KPMG LLP, an independent registered public accounting firm, has issued an audit report on the effectiveness of our internal control over financial reporting which appears in Item 8 of this Annual Report.

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EXECUTIVE COMPENSATION.

Information with respect to this item is contained in our Definitive Proxy Statement for the 2025 Annual Stockholders’ Meeting to be filed with the SEC no later than 120 days after the end of our fiscal year, in the sections entitled “ Compensation Discussion and Analysis,” “Compensation Risk Assessment,” “Summary Compensation Table,” “Pay Ratio Disclosure,” “Pay Vs.

Performance Disclosure,” “2024 Grants of Plan-Based Awards,” “ Outstanding Equity Awards At 2024 Fiscal Year-End,” “Option Exercises and Stock Vested in 2024,” “2024 Non-Qualified Deferred Compensation,” “ Potential Payments Upon Termination or Change in Control,” “ Director Compensation,” “2024 Director Compensation Table,” “Compensation and Human Capital Committee Report,” and information appearing under the heading “Directors Meetings and Committees of the Board of Directors" regarding the Compensation and Human Capital Committee, and is incorporated herein by reference.

Information with respect to this item is contained in our Definitive Proxy Statement for the 2026 Annual Stockholders’ Meeting to be filed with the SEC no later than 120 days after the end of our fiscal year, in the sections entitled “ Compensation Discussion and Analysis,” “Compensation Risk Assessment,” “Summary Compensation Table,” “Pay Ratio Disclosure,” “2025 Grants of Plan-Based Awards,” “ Outstanding Equity Awards At 2025 Fiscal Year-End,” “Option Exercises and Stock Vested in 2025,” “2025 Non-Qualified Deferred Compensation,” “ Potential Payments Upon Termination or Change in Control,” “ Director Compensation,” “2025 Director Compensation Table,” “Compensation and Human Capital Committee Report,” and information appearing under the heading “Directors Meetings and Committees of the Board of Directors" regarding the Compensation and Human Capital Committee, and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

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Exhibits listed below refer to these names collectively as the “Company”.

Purchase Agreement, dated January 6, 2022, among CBIZ, Inc., CBIZ Acquisition 42, LLC, Marks Paneth LLP and all of the individuals who are equity partners of Marks Paneth (filed as Exhibit 2.1 to the Company’s Report on Form 8-K, File No.

001-32961, dated January 10, 2022, and incorporated herein by reference).

Agreement and Plan of Merger, dated July 30, 2024, among the Company, Marcum LLP, Marcum Advisory Group LLC, PMMS LLC, and Marcum Partners SPV LLC (filed as Exhibit 2.1 to the Company's Report on Form 8-K, File No.

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000-25890, dated March 16, 2006, and incorporated herein by reference).

Amended and Restated Bylaws of the Company, dated July 31, 2000 (filed as Exhibit 3.3 to the Company’s Registration Statement on Form S-8, File No.

333-197284, dated May 24, 2019, and incorporated herein by reference).

Amendment to Amended and Restated Bylaws of the Company dated November 1, 2007 (filed as Exhibit 3.1 to the Company’s Report on Form 8-K, File No.

Amended and Restated Bylaws of the Company, dated November 12, 2025 (filed as Exhibit 3.1 to the Company’s Report on Form 8-K, File No.

001-32961, dated November 17, 2025, and incorporated herein by reference).

Form of Stock Certificate of Common Stock of the Company (filed as Exhibit 4.1 to the Company’s Annual Report Form 10-K for the year ended December 31, 1998, File No.

Form of Stock Certificate of Common Stock of the Company (filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998, File No.

000-25890, dated March 4, 1999, and incorporated herein by reference).

Description of the Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed as Exhibit 4.3 to the Company's Annual Report Form 10-K for the year ended December 31, 2023, File No.

001-32961, dated February 23, 2024, and incorporated herein by reference).

2014 Stock Incentive Plan (filed as Exhibit 4.2 to the Company's Registration Statement on Form S-8, File No.

Description of the Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

2014 Stock Incentive Plan (filed as Exhibit 4.2 to the Company's Registration Statement on Form S-8, Registration No.

333-197284, dated July 7, 2014, and incorporated herein by reference).

2019 CBIZ, Inc.

Omnibus Incentive Plan (filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-8, File No.

Omnibus Incentive Plan (filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-8, Registration No.

333-197284, dated May 24, 2019, and incorporated herein by reference).

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001-32961, dated September 8, 2016, and incorporated herein by reference).

Amended and Restated Employment Agreement by and between the Company and Ware H.

Grove, dated March 30, 2017 (filed as Exhibit 10.1 to the Company’s Report on Form 8-K, File No.

001-32961, dated April 4, 2017, and incorporated herein by reference).

Second Amended and Restated Employment Agreement between the Company and Ware Grove dated February 25, 2026.

Employment Agreement by and between the Company and Brad S.

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001-32961, dated December 3, 2024, and incorporated herein by reference).

Amended and Restated Credit Agreement, dated November 1, 2024, by and among the Company, CBIZ Operations, Inc., Bank of America, N.A., as administrative agent, and the other financial institutions party thereto (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 8-K, File No.

001-32961, on November 1, 2024, and incorporated herein by reference).

First Amendment to Amended and Restated Credit Agreement, dated March 7, 2025, by and among CBIZ Operations, Inc., CBIZ, Inc., Bank of America, N.A., as Agent, and the other financial institutions party thereto (filed as Exhibit 10.1 to the Company's Report on Form 10-Q, File No.

001-32961, on April 25, 2025, and incorporated herein by reference).

Second Amendment, dated as of April 29, 2025, by and among CBIZ Operations, Inc., as borrower, CBIZ, Inc., the other Guarantors identified on the signature pages thereto, the Lenders identified on the signature pages thereto and Bank of America, N.A., as Agent (which includes the Credit Agreement as Annex) (filed as Exhibit 10.1 to the Company's Report on Form 8-K, File No.

001-32961, on April 29, 2025, and incorporated herein by reference).

Loan Agreement dated as of August 16, 2018 by and among CBIZ Benefits and Insurance Services, Inc.

1 unchanged sentence

001-32961, on November 1, 2018, and incorporated herein by reference).

001-32961, on November 1, 2024, and incorporated herein by reference).

First Amendment to Loan Agreement, dated August 8, 2019, by and among CBIZ Benefit and Insurance Services, Inc.

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001-32961, on August 1, 2024, and incorporated herein by reference).

Seventh Amendment to Loan Agreement, dated July 31, 2025, by and among CBIZ Benefit and Insurance Services, Inc.

and the Huntington National Bank (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, File No.

001-32961, on July 31, 2025, and incorporated herein by reference).

Form of CBIZ Restricted Share Unit Agreement (filed as Exhibit 10.16 to the Company's Annual Report Form 10-K for the year ended December 31, 2023, File No.

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001-32961, dated February 23, 2024, and incorporated herein by reference).

Insider Trading Policy

Insider Trading Policy (filed as Exhibit 19.1 to the Company's Annual Report on Form 10-K, File No.

001-32961, dated February 28, 2025, and incorporated herein by reference).

List of Subsidiaries of CBIZ, Inc.

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Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Compensation Recoupment Policy (filed as Exhibit 97.1 to the Company's Annual Report Form 10-K for the year ended December 31, 2023, File No.

Compensation Recoupment Policy (filed as Exhibit 97.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023, File No.

001-32961, dated February 23, 2024, and incorporated herein by reference).

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

By /s/ WARE H.

By /s/ BRAD LAKHIA

Chief Financial Officer

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KNOW ALL MEN AND WOMEN BY THESE PRESENTS that each person whose signature appears below on this Annual Report hereby constitutes and appoints Jerome P.

Grove, and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution for him and her and his and her name, place and stead, in all capacities (until revoked in writing), to sign any and all amendments to this Annual Report of CBIZ, Inc.

and Brad Lakhia, and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution for him and her and his and her name, place and stead, in all capacities (until revoked in writing), to sign any and all amendments to this Annual Report of CBIZ, Inc.

and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that each attorney-in-fact and agent, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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(Principal Executive Officer) February 26, 2026

GROVE Chief Financial Officer

(Principal Financial and Accounting Officer) February 28, 2025

/s/ BRAD LAKHIA Chief Financial Officer

(Principal Financial Officer) February 26, 2026

/s/ MICHAEL MANGAN Chief Accounting Officer

(Principal Accounting Officer) February 26, 2026

Michael Mangan

BURDICK Chairman February 26, 2026

/s/ MICHAEL H.

DE GROOTE Director February 28, 2025

FRANCE Director February 26, 2026

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

To the Stockholders and the Board of Directors

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of CBIZ, Inc.

and subsidiaries (the Company) as of December 31, 2024 and December 31, 2023, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and December 31, 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company acquired Erickson, Brown & Kloster, LLC, CompuData, Inc., Educational & Institutional Insurance Administrator, Inc.’s EIIA Higher Education Benefit Trust, Hoover Financial Advisors, Inc., and Marcum LLP during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, Erickson, Brown & Kloster, LLC, CompuData, Inc., Educational & Institutional Insurance Administrator, Inc.’s EIIA Higher Education Benefit Trust, Hoover Financial Advisors, Inc., and Marcum LLP’s internal control over financial reporting associated with total assets of $233.2 million and total revenues of $137.6 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Erickson, Brown & Kloster, LLC, CompuData, Inc., Educational & Institutional Insurance Administrator, Inc.’s EIIA Higher Education Benefit Trust, Hoover Financial Advisors, Inc., and Marcum LLP.

Basis for Opinions

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A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may

become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

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The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Acquisition date fair value of client list intangible asset

As discussed in Note 2 to the consolidated financial statements, on November 1, 2024, the Company completed the acquisition of Marcum LLP for an aggregate purchase price of approximately $1,997.8 million.

The Company applied the acquisition method of accounting and recognized assets acquired and liabilities assumed at their fair value as of the date of acquisition, with the excess purchase consideration recorded to goodwill.

As a result of the transaction, the Company recorded a client list intangible asset at a preliminary fair value of $474.0 million valued using the excess earnings method.

We identified the evaluation of the valuation of the client list intangible asset as a critical audit matter.

A high degree of subjective auditor judgment was required to evaluate certain assumptions used to estimate the acquisition-date fair value of the client list intangible asset.

We performed a sensitivity analysis to determine which assumptions used by management most significantly impacted the fair value of the client list intangible asset, and identified the revenue growth rates, discount rate, and client attrition rate as the key assumptions as changes in these assumptions could have had a significant impact on the acquisition-date fair value of the intangible asset.

Additionally, evaluating the discount rate and the customer attrition rate required the involvement of valuation professionals with specialized skills and knowledge.

Assessment of goodwill impairment for the Financial Accounting Services reporting unit

As discussed in Notes 1 and 6 to the consolidated financial statements, the Company’s goodwill as of December 31, 2025, was $2,329.8 million, a portion of which related to the Financial Accounting Services reporting unit.

The Company reviews goodwill for impairment annually during the fourth quarter or more frequently in the event of an impairment indicator.

During the fourth quarter, the Company completed certain organizational reporting changes which resulted in a realignment of reporting units.

The Company performed a quantitative assessment after the change in reporting units by comparing the fair value of each reporting unit to its carrying value and goodwill was not impaired.

We identified the assessment of the fair value of the Financial Accounting Services reporting unit used in the quantitative goodwill impairment assessment as a critical audit matter.

Subjective auditor judgment was required to evaluate the key assumptions used in the discounted cash flow analysis used in the estimation of the fair value of the Financial Accounting Services reporting unit.

The key assumptions were the revenue growth rate and discount rate.

Changes to those key assumptions could have had a significant impact on the Company’s assessment of the fair value of the Financial Accounting Services reporting unit.

Additionally, involvement of valuation professionals with specialized skills and knowledge was required to assess the discount rate.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process to estimate the acquisition-date fair value of the client list intangible asset.

This included controls over the determination of the revenue growth rates, customer attrition rate, and discount rate assumptions used in the Company’s model.

We evaluated the revenue growth rates by comparing them to the historical financial results of the acquired company, historical financial results and forecasted revenue trends of certain peer companies, and relevant industry data.

We evaluated the Company’s customer attrition rate assumption by comparing it to historical attrition rates used in comparable acquisitions completed by the Company and the acquiree.

In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:

• evaluating the discount rate by comparing it to (1) the transaction’s internal rate of return, and (2) a market participant discount rate independently developed using publicly available market data for comparable companies

• evaluating the customer attrition rate by comparing it to the attrition rates implied by Marcum’s historical client revenue data and to attrition rates implied by similar transactions in the Company’s industry.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s quantitative assessment of goodwill for impairment.

This included controls related to the Company’s development of the key assumptions for the Financial Accounting Services reporting unit.

We performed sensitivity analyses over the key assumptions used to determine the fair value of the Financial Accounting Services reporting unit to assess the impact of changes in those assumptions on the Company’s determination of the fair value.

We evaluated the revenue growth rates by comparing them to the historical financial results of the Company, forecasted revenue trends and historical financial results of certain peer companies, and relevant industry data.

We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the discount rate by comparing it to a market participant discount rate independently developed using publicly available market data for comparable companies.

We have served as the Company’s auditor since 1996.

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Accounts receivable, net 555,995 534,858

Income tax receivable 4,051 —

Other current assets 79,693 72,528

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Lease liability 64,674 60,549

Current portion of Term Loan 70,000 —

Current portion debt issuance costs, Term Loan ( 3,823 ) —

Total short-term debt 66,177 —

Short-term debt (1)

66,372 66,177

Other current liabilities 68,299 78,579

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Non-current liabilities:

Revolver Facility 20,900 312,400

Debt issuance costs, Revolver ( 7,160 ) ( 1,574 )

Long-term portion, Term Loan 1,330,000 —

Long-term portion debt issuance costs, Term Loan ( 9,985 ) —

Total long-term debt 1,333,755 310,826

Long-term debt (1)

1,389,552 1,333,755

Income taxes payable 3,009 2,193

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( 1,078,521 ) ( 910,601 )

Accumulated other comprehensive income 1,219 1,778

Accumulated other comprehensive (loss) income ( 3,291 ) 1,219

Total stockholders’ equity 1,762,067 1,779,983

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See the accompanying notes to the consolidated financial statements

(1) Reflects the net debt for the Term Loan and Revolving Credit Facility with the associated debt issuance costs in short-term and long-term liabilities.

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

AND SUBSIDIARIES

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Gain on sale of operations, net 711 4,932 176

Other income (expense), net 13,538 21,019 ( 19,243 )

Other income, net 33,329 13,538 21,019

Total other income (expense), net ( 73,175 ) ( 15,909 ) 1,064

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Other comprehensive income (loss):

Net unrealized gain (loss) on available-for-sale securities, net of income tax expense (benefit) of $ 182 , $ 403 and $( 520 )

Net unrealized gain on available-for-sale securities, net of income tax expense of $ 88 , $ 182 and $ 403

222 457 1,013

Net unrealized (loss) gain on interest rate swaps, net of income tax (benefit) expense of $( 287 ), $( 952 ) and $ 1,965

Net unrealized loss on interest rate swaps, net of income tax benefit of $ 1,568 , $ 287 and $ 952

( 4,714 ) ( 989 ) ( 2,821 )

Foreign currency translation ( 18 ) ( 27 ) ( 18 )

Total other comprehensive (loss) income ( 559 ) ( 1,826 ) 4,571

Total other comprehensive loss ( 4,510 ) ( 559 ) ( 1,826 )

Total comprehensive income $ 110,934 $ 40,479 $ 119,142

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Net income — — — — 120,968 — — 120,968

Other comprehensive income — — — — — — 4,571 4,571

Other comprehensive loss

— — — — — — ( 1,826 ) ( 1,826 )

Share repurchases — 1,285 — — — ( 65,142 ) — ( 65,142 )

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Business acquisitions 242 — 2 11,733 — — — 11,735

Excise tax on share repurchases — — — 554 — ( 725 ) — ( 171 )

December 31, 2023 137,387 87,573 1,374 832,475 855,084 ( 899,093 ) 1,778 791,618

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Other comprehensive loss — — — — — — ( 559 ) ( 559 )

Share repurchases — 1,285 — — — ( 65,142 ) — ( 65,142 )

Indirect repurchase of shares for minimum tax withholding — 174 — — — ( 11,508 ) — ( 11,508 )

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Performance share units 273 — 3 ( 3 ) — — — —

Stock options exercised 453 — 5 8,759 — — — 8,764

Share-based compensation — — — 13,836 — — — 13,836

Business acquisitions 159 — 2 945,556 — — — 945,558

Excise tax on share repurchases — — — 554 — ( 725 ) — ( 171 )

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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Other comprehensive loss — — — — — — ( 4,510 ) ( 4,510 )

Share repurchases — 2,437 — — — ( 160,076 ) — ( 160,076 )

Indirect repurchase of shares for minimum tax withholding — 90 — — — ( 7,844 ) — ( 7,844 )

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Stock-based compensation expense 26,004 13,836 12,286

Amortization of deferred financing fees 5,472 1,259 472

Other, net 5,139 ( 1,129 ) ( 2,837 )

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Proceeds from sales of assets and divested operations 1,530 7,131 3,059

Change in funds held for clients ( 305 ) — —

Additions to property and equipment ( 16,959 ) ( 12,914 ) ( 23,052 )

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Cash flows from financing activities:

Proceeds from Term Loan 1,400,000 — —

Proceeds from Revolver 1,087,900 1,224,000 824,900

Payments on Revolver ( 1,379,400 ) ( 1,177,300 ) ( 714,500 )

Proceeds from bank debt 1,480,100 2,487,900 1,224,000

Payments of bank debt ( 1,428,600 ) ( 1,379,400 ) ( 1,177,300 )

Deferred financing costs ( 983 ) ( 20,654 ) —

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Proceeds from exercise of stock options — — 8,764

Other, net ( 437 ) — —

Net cash provided by (used in) financing activities ( 145,712 ) 1,035,613 ( 77,111 )

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GAAP - United States Generally Accepted Accounting Principles.

LIBOR - London Interbank Offered Rate.

SOFR - The Secured Overnight Financing Rate.

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Marcum Acquisition - The Transaction

Organization - CBIZ, Inc.

is a leading provider of financial, insurance and advisory services to businesses throughout the United States and parts of Canada.

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 has been serving small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises.

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A further description of products and services offered by each of the practice groups is provided in Note 19, Segment Disclosures, to the accompanying consolidated financial statements.

In July 2024, CBIZ announced the acquisition of Marcum LLP, representing the largest transaction in the Company’s history.

That acquisition closed on November 1, 2024, augmenting the Company’s services across the three practice groups.

Refer to Note 2.

Business Combination for further discussion of the Marcum Acquisition (the "Transaction").

Effective April 1, 2023, CBIZ, Inc.

formed Rockside Insurance Company, Inc.

("Rockside"), a captive insurance company licensed in Vermont.

Rockside, wholly owned by CBIZ, Inc., provides insurance coverages for a portion of the retention deductibles from CBIZ, Inc.'s certain insurance programs with third party insurers.

Basis of Presentation - The accompanying consolidated financial statements reflect the operations of CBIZ, Inc.

On November 1, 2025, the Company completed the acquisition of Ian D.

Gardenswartz & Associates, P.C.("IDG"), an accounting, tax, and financial advisory services firm based in Denver, Colorado.

Refer to Note 2, Business Combinations, for a discussion of the Transaction.

In December 2024, the Company formed CBIZ CC, LLC and CBIZ Campus One Cell, LLC (collectively “Captive Insurance Company”).

Registered in the State of Vermont, the Captive Insurance Company commenced operation on January 1, 2025.

The Captive Insurance Company recognizes premiums as revenue monthly as monthly coverage expires.

For the three and twelve months ended December 31, 2025, revenue from the Captive Insurance Company was not material.

Basis of Presentation

The accompanying consolidated financial statements reflect the operations of CBIZ, Inc.

and all of its wholly-owned subsidiaries (“CBIZ,” the “Company,” “we,” “us” or “our”), after elimination of all intercompany accounts and transactions.

We have prepared the accompanying consolidated financial statements in accordance with United States Generally Accepted Accounting Principles ("GAAP") and pursuant to the rules and regulations of the United States Securities & Exchange Commission ("SEC").

We have determined that our relationship with certain CPA firms with whom we maintain ASAs qualify as variable interest entities ("VIEs"), and we are the primary beneficiary of such VIE.

We have prepared the accompanying consolidated financial statements in accordance with GAAP and pursuant to the rules and regulations of the SEC.

We have determined that our relationship with certain CPA firms with whom we maintain ASAs qualify as variable interest entities ("VIEs"), and we are the primary beneficiary of such VIEs.

The accompanying consolidated financial statements do not reflect the results of operations or the financial position of the VIEs as the impact is not material to our consolidated financial condition, results of operations or cash flows.

Fees earned by us under the ASAs are recorded at net realizable value as a component of “Revenue” in the accompanying Consolidated Statements of Comprehensive Income and were approximately $ 651.2 million, $ 306.5 million and $ 259.6 million for the years ended December 31, 2025, 2024 and 2023, respectively, the majority of

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Fees earned by us under the ASAs are recorded at net realizable value as a component of “Revenue” in the accompanying Consolidated Statements of Comprehensive Income and were approximately $ 306.5 million, $ 259.6 million and $ 235.4 million for the years ended December 31, 2024, 2023 and 2022, respectively, the majority of which was related to services rendered to privately-held clients.

As of December 31, 2024, we have $ 22.2 million in notes receivable from CBIZ CPAs.

Certain prior period amounts have been reclassified to conform to current year's presentation.

Significant Accounting Policies - We consider the following policies to be beneficial in understanding the judgments that are involved in the preparation of our consolidated financial statements and the uncertainties that could impact our financial condition, results of operations and cash flows.

which was related to services rendered to privately-held clients.

As of December 31, 2025 and 2024, we had notes receivable from CBIZ CPAs of $ 21.7 million and $ 22.2 million, respectively.

Certain prior period amounts have been reclassified to conform to the current year's presentation.

Significant Accounting Policies

We consider the following policies to be beneficial in understanding the judgments that are involved in the preparation of our consolidated financial statements and the uncertainties that could impact our financial condition, results of operations and cash flows.

Use of Estimates - The preparation of consolidated financial statements in conformity with GAAP and pursuant to the rules and regulations of the SEC requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

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The grant date fair value of the performance share units is based on the closing price of the underlying stock on the date of issuance and recorded based on achievement of target performance metrics.

The expense related to restricted stock awards and restricted stock units is recognized over the requisite service period which is generally three to four years .

The expense related to restricted stock awards and restricted stock units is recognized over the requisite service period which ranges between two and four years .

The expense related to performance share units is recorded over the performance period based on the fair value on the grant date and adjusted each reporting period for the achievement of the performance metrics, based on our best estimate using available information.

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The ROU assets and lease liabilities are recognized as of the commencement date based on the present value of the lease payments over the lease term.

The discount rate utilized for the measurement purpose is based on our secured

The discount rate utilized for the measurement purpose is based on our secured fixed rate to borrow over a comparable term for the lease because the rate implicit in the lease is not determinable.

The lease term may include the options to extend or terminate the lease when it is reasonably certain that we will exercise the applicable option.

Related rent expense under such leases is recognized evenly throughout the term of the lease when the total lease commitment is a known amount, and recorded on an as incurred basis when future rent payment increases under the obligation are unknown due to rent escalations being tied to factors that are not

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

fixed rate to borrow over a comparable term for the lease because the rate implicit in the lease is not determinable.

The lease term may include the options to extend or terminate the lease when it is reasonably certain that we will exercise the applicable option.

currently measurable (such as increases in the consumer price index).

Differences between rent expense recognized and the cash payments required under these leases are recorded as a component of “Lease liability” in the current and non-current liabilities sections of the accompanying Consolidated Balance Sheets.

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Equipment 3 to 7 years

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the remaining respective lease term.

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Under those circumstances, if the fair value were less than the carrying amount of the asset, we would recognize a loss for the difference.

Goodwill and Other Intangible Assets - Goodwill represents the excess of the purchase price of the acquired businesses over the related fair value of the net assets acquired.

At December 31, 2024, the carrying value of goodwill totaled $ 2.3 billion, compared to total assets of $ 4.5 billion and total stockholders’ equity of $ 1.8 billion.

Intangible assets consist of identifiable intangibles other than goodwill.

Identifiable intangible assets other than goodwill include client lists and non-compete agreements which require significant judgments in determining the fair value.

Goodwill - Goodwill represents the excess of the purchase price of the acquired businesses over the related fair value of the net assets acquired.

At December 31, 2025, the carrying value of goodwill totaled $ 2,329.8 million,

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

compared to total assets of $ 4,409.5 million and total stockholders’ equity of $ 1,762.1 million.

Intangible assets, which represent identifiable intangibles other than goodwill and include client lists and non-compete agreements, require significant judgments in determining fair value.

We carry client lists and non-compete agreements at cost, less accumulated amortization, in the accompanying Consolidated Balance Sheets.

Goodwill is reviewed for impairment annually during the fourth quarter or more frequently in the event of an impairment indicator.

We are required to consider whether it is more likely than not (defined as a likelihood of more than 50%) that the fair value of each reporting unit has fallen below its carrying value, thus requiring us to perform an interim goodwill impairment test.

Intangible assets with definite lives, such as client lists and non-compete agreements, are amortized using the straight-line method over their estimated useful lives (generally ranging from three to fifteen years ).

We review these assets for impairment whenever events or changes in circumstances indicate an asset’s carrying value may not be recoverable.

Recoverability is assessed based on a comparison of the undiscounted cash flows to the recorded value of the asset.

If impairment is indicated, the asset is written down to its estimated fair value determined by a discounted cash flow analysis, market comparable method or a combination thereof as determined to be appropriate in the circumstances.

The goodwill impairment test is performed at a reporting unit level.

A reporting unit is an operating segment of a business or one level below an operating segment.

At December 31, 2024, we had six reporting units carrying goodwill balances, of which one is a new reporting unit resulting from the Transaction.

The new reporting unit was added to align the internal reporting structure with services provided by the three practice groups.

As of December 31, 2024, the amount of goodwill assigned to this reporting unit is subject to change upon the finalization of the purchase price allocation.

Refer to Note.

2 Business Combinations for detailed discussion of the Transaction.

We are required to consider whether it is more likely than not (defined as a likelihood of more than 50%) that the fair value of a reporting unit has fallen below its carrying value, which would require us to perform an interim goodwill impairment test.

We may use either a qualitative or quantitative approach when testing a reporting unit’s goodwill for impairment.

Under the qualitative assessment, we are not required to calculate the fair value of a reporting unit unless we determine that it is more likely than not that its fair value is less than its carrying amount.

If under the quantitative assessment the fair value of a reporting unit is less than its carrying amount, then the amount of the impairment loss, if any, must be measured.

If under the quantitative assessment the carrying value of a reporting unit exceeds its fair value, an impairment loss not to exceed the carrying value of goodwill will be recognized.

Any such impairment charge would reduce earnings and could be material.

After considering changes to assumptions used in our most recent quantitative testing for each reporting unit, including the capital market environment, economic and market conditions, industry competition and trends, our weighted average cost of capital, changes in management and key personnel, the price of our common stock, changes in our results of operations, the magnitude of the excess of fair value over the carrying amount of each reporting unit as determined in our most recent quantitative testing, and other factors, we concluded that it was more likely than not that the fair values of each of our reporting units exceeded their respective carrying values and, therefore, did not perform a quantitative impairment analysis.

For further information regarding our goodwill balances, refer to Note 6, Goodwill and Other Intangible Assets, net, to the accompanying consolidated financial statements.

Income Taxes - Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently payable and deferred taxes.

The goodwill impairment test is performed at a reporting unit level.

A reporting unit is an operating segment of a business or one level below an operating segment.

During the fourth quarter of 2025, we completed certain organizational reporting changes which resulted in a realignment and re-aggregation of reporting units in both the Financial Services and Benefits and Insurance Services practice groups.

These organizational reporting changes resulted in new reporting units that align the internal reporting structure with the services provided by these practice groups.

The organizational changes did not result in a change in the reportable segments, nor did they result in a change of the total number of reporting units for goodwill impairment test purposes.

As of October 31, 2025, immediately after the organizational changes, there are a total of six reporting units, of which three are within the Financial Services practice group, two are within the Benefits and Insurances practice group, and one is within the National Practice group.

As a result of the aforementioned changes in reporting units, we performed a qualitative assessment immediately before the change in reporting units.

We concluded that it was more likely than not that the fair values of each of our reporting units immediately before the change exceeded their respective carrying values and, therefore, goodwill related to those reporting units was determined to not be impaired.

The change in reporting units resulted in a triggering event.

Accordingly, we performed a quantitative assessment and comparison of the fair value of our reporting units to their respective carrying value on the annual testing date.

Based on the results of the quantitative assessment, the estimated fair values of the reporting units are in excess of their respective carrying values, therefore, there was no impairment to goodwill.

For further information regarding our goodwill balances and the quantitative assessment performed, refer to Note 6, Goodwill and Other Intangible Assets, net, to the accompanying consolidated financial statements.

Other Intangible Assets - Intangible assets with definite lives, such as client lists and non-compete agreements, are amortized using the straight-line method over their estimated useful lives (generally ranging from three to fifteen years ).

We review these assets for impairment whenever events or changes in circumstances indicate an asset’s carrying value may not be recoverable.

Recoverability is assessed based on a comparison of the undiscounted cash flows to the recorded value of the asset.

Income Taxes - We account for income taxes under the asset and liability method in accordance with ASC 740, Income Taxes.

Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently payable and deferred taxes.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and operating losses and tax credit carryforwards.

State income tax credits are accounted for using the flow-through method.

State income tax credits are accounted for using the flow-through method, whereby the entire tax benefit is recognized in the income statement in the period in which the credits are realized.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable amounts in the periods in which the related temporary differences are expected to be recovered or settled.

A valuation allowance is recognized when it is more-likely-than-not that all or some portion of a deferred tax asset will not be realized.

We determine valuation allowances based on all available evidence.

Such evidence includes

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

A valuation allowance is provided when it is more-likely-than-not that all or some portion of a deferred tax asset will not be realized.

We determine valuation allowances based on all available evidence.

Such evidence includes historical results, the reversal of deferred tax liabilities, expectations of future consolidated and/or separate company profitability and the feasibility of tax-planning strategies.

historical results, the reversal of deferred tax liabilities, expectations of future consolidated and/or separate company profitability and the feasibility of tax-planning strategies.

Determining valuation allowances includes significant judgment by management, and different judgments could yield different results.

Accounting for uncertain tax positions requires a more-likely-than-not threshold for recognition in the consolidated financial statements.

We recognize a tax benefit based on whether it is more-likely-than-not that a tax position will be sustained.

We record a liability to the extent that a tax position taken or expected to be taken on a tax return exceeds the amount recognized in the consolidated financial statements.

We recognize the effect of income tax positions only if those positions are more-likely-than-not of being sustained.

Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized.

Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

Business Combinations - We recognize and measure identifiable tangible and intangible assets acquired and liabilities assumed as of the acquisition date at fair value.

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Refer to Note 8, Fair Value Measurements, and Note 2, Business Combinations, for further discussion of our contingent purchase price liabilities and acquisitions.

Interest Rate Derivative Instruments - We maintain interest rate swaps that are designated as cash flow hedges to manage the market risk from changes in interest rates on our floating-rate debt under our $ 2.0 billion unsecured credit facility, by and among CBIZ Operations, Inc., CBIZ, Inc.

Interest Rate Derivative Instruments - We maintain interest rate swaps that are designated as cash flow hedges to manage the market risk from changes in interest rates on our floating-rate debt under our $ 2,000.0 million unsecured 2024 Credit Facilities, by and among CBIZ Operations, Inc., CBIZ, Inc.

and Bank of America, N.A., as administrative agent and bank, and other participating banks.

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For further discussion regarding derivative financial instruments, refer to Note 7, Financial Instruments, to the accompanying consolidated financial statements.

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.

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

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

reviewed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements.

ASUs not listed below were reviewed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements.

Accounting Standards Adopted in 2025

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosure about significant segment expenses.

We adopted ASU No.

2023-07 for the annual reporting period ending December 31, 2024, and disclosure of the significant segment expenses can be found in Note 19, Segment Disclosure, for the years ended December 31, 2024, 2023 and 2022.

Accounting Standards Issued But Not Yet Adopted

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires disaggregated information about an entity's effective tax rate reconciliation as well as information on income tax paid.

The guidance in this ASU is effective for public companies with annual periods beginning after December 15, 2024.

We plan to adopt the guidance for the fiscal year ending December 31, 2025.

We are currently evaluating the effect adoption of this ASU will have on our consolidated financial statements

Improvements to Income Tax

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Disclosures, which requires additional income tax disclosures on an annual basis, specifically related to the rate reconciliation and income taxes paid.

The guidance in this ASU is effective for public companies with fiscal years beginning after December 15, 2024.

The Company adopted the amendment on a prospective basis for the year ended December 31, 2025, while continuing to present the pre-ASU 2023-09 disclosures for prior periods, as disclosed in Note 9, Income Taxes.

Accounting Standards Issued But Not Yet Adopted

In November 2024, the FASB issued ASU No.

4 unchanged sentences

We are currently evaluating the effect of adopting this ASU will have on our consolidated financial statements.

BUSINESS COMBINATIONS

Acquisition of Marcum LLP

On November 1, 2024, the Company completed the acquisition of Marcum LLP (“Marcum”), an accounting and advisory services firm headquartered in New York City with offices in major markets throughout the United States, to expand the breadth and depth of the Company’s professional services portfolio in the U.S.

Pursuant to the Agreement and Plan of Merger dated July 30, 2024 (the “Merger Agreement”), a wholly owned subsidiary of the Company (“Merger Sub”) merged with and into Marcum Advisory Group, a wholly owned subsidiary of Marcum ("MAG"), to which Marcum contributed substantially all of its non-attest business assets and liabilities, (the “Merger”), resulting in MAG surviving the Merger and becoming a wholly owned subsidiary of the Company.

In a separate transaction, CBIZ CPAs P.C., with which the Company has an existing ASA, purchased from Marcum substantially all of Marcum’s attest business assets, subject to certain exclusions (the "Attest Purchase").

As noted in Note 1, Basis of Presentation and Significant Accounting Policies, the Company does not consolidate certain CPA firms with whom we maintain ASAs, including CBIZ CPAs P.C., therefore, the Merger solely is referred to herein as the “Transaction”.

During the period from the acquisition date of Transaction through December 31, 2024, the Company's consolidated results of operations included $ 108.9 million of revenues and $ 57.1 million of operating losses, including $ 8.9 million of intangible assets amortization associated with the results of operations of Marcum.

Summary of Consideration Transferred

At closing, the purchase price for the purpose of the Merger consisted of an aggregate of $ 1,063.0 million of net cash consideration and $ 934.7 million of the Company’s common stock, which represents a fair value of 13.6 million shares issued as stock consideration.

In May 2025, the FASB issued ASU No.

2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (VIE).

This standard clarifies the guidance in determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the acquiree is a VIE that meets the definition of a business.

The guidance in this ASU is effective for public companies with annual periods beginning after December 15, 2026, and interim periods within those fiscal years.

We plan to adopt the guidance for the fiscal year ending December 31, 2027.

We are currently evaluating the effect of adopting this ASU will have on our consolidated financial statements.

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.

Early adoption is permitted.

We do not expect adoption of ASU 2025-05 to have a material impact on our consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350-40):

Targeted Improvement to the Accounting for Internal-Use Software ("ASU 2025-06").

This ASU modernizes the recognition and disclosure framework for internal-use software by removing all references to software project development stages and providing new guidance on how to evaluate whether the probable-to-complete recognition threshold has been met.

This ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods.

We plan to adopt the guidance for the fiscal year ending December 31, 2028.

We are currently evaluating the effect of adopting this ASU on our consolidated financial statements.

In November 2025, the FASB issued ASU No.

2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements ("ASU 2025-09").

This ASU introduces five targeted improvements to better align hedge accounting with entities’ risk management activities.

The update will be effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods.

Early adoption is permitted.

We are currently evaluating the effect of this update on our consolidated financial statements and related disclosures.

In December 2025, FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements ("ASU 2025-11").

This ASU clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with U.S GAAP.

Per the FASB, the amendment does not intend to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improve navigability of the existing interim reporting requirements.

The update will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

We are currently evaluating the effect of adopting this ASU on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU No.

2025-12, Codification Improvements ("ASU 2025-12").

This ASU addresses suggestions received from stakeholders on the ASC and to make other incremental improvements to

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Fair Value of Purchase Consideration

Cash consideration (1)

Share consideration (2)

Total $ 1,997,781

(1) Reflects the amount of cash consideration, which is equal to the Cash Payment Amount of $ 1,142.4 million as defined in the Merger Agreement, adjusted for the assumed indebtedness as outlined in the Merger Agreement, consisting of contingent consideration expected to be paid within 18 months of close, earned bonuses for Marcum employees, certain specific deferred revenue balances, and adjustments for certain lease liabilities, plus Marcum's finance lease obligations settled by the Company at close.

(2) Reflects the fair value of 13.6 million shares to be issued as Transaction consideration.

As defined in the Merger Agreement, the total number of shares to be issued was calculated on November 1, 2024, using the Base Purchase Price of $ 2,247.7 million less the Cash Payment Amount, assumed liabilities expected to be paid subsequent to 18-months after the closing date, and an adjustment for net working capital and deposit balances divided by $ 76.84 , to arrive at 14.3 million shares.

The total number of shares is fixed on November 1, 2024, the closing date of the Transaction.

Of the 14.3 million shares, approximately 0.7 million shares represent the share-based compensation awards which are subject to continued service requirements and therefore are not included in Transaction consideration.

The remaining 13.6 million shares constitute the share consideration and are included in Transaction consideration, of which approximately 3.1 million shares were delivered on January 2, 2025 and 0.3 million shares were delivered on February 3, 2025.

The remaining 10.2 million shares will be delivered in 34 monthly installments starting on March 3, 2025.

The estimated fair value of this deferred share consideration was estimated using a Monte Carlo simulation (“MC Simulation”).

In the MC Simulation, the stock price is assumed to follow a Geometric Brownian Motion, using the following key assumptions:

term of 3.1 years consistent with the issuance schedule outlined in the Merger Agreement, risk-free rate, stock price as of October 31, 2024, and volatility of 35 % based on the weekly historic volatility observed in the Company and guideline companies.

The Company fully financed the Cash consideration for the Transaction by borrowing under its 2024 Credit Facilities, as described in Note 10, Debt and Financing Arrangements.

The Company has applied the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”) and recognized assets acquired and liabilities assumed at their fair value as of the date of acquisition, with the excess purchase consideration recorded to goodwill.

As the Company finalizes the estimation of the fair value of the assets acquired and liabilities assumed, additional adjustments may be recorded during the measurement period (a period not to exceed 12 months from the acquisition date).

The following table summarizes the preliminary acquisition date fair value of net tangible and intangible assets acquired, net of liabilities assumed from Marcum, with the excess recorded as goodwill (in thousands):

The amendments make the ASC easier to understand and apply.

The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years.

The Company does not expect the adoption to have a material impact on its results of operations, financial position or disclosures.

BUSINESS COMBINATIONS

Acquisition of Marcum LLP

On November 1, 2024, the Company completed the acquisition of Marcum LLP (“Marcum”), an accounting and

advisory services firm headquartered in New York City with offices in major markets throughout the United States, to

expand the breadth and depth of the Company’s professional services portfolio in the U.S.

Pursuant to the

Agreement and Plan of Merger dated July 30, 2024 (the “Merger Agreement”), a wholly owned subsidiary of the

Company (“Merger Sub”) merged with and into Marcum Advisory Group, a wholly owned subsidiary of Marcum

("MAG"), to which Marcum contributed substantially all of its non-attest business assets and liabilities, (the

“Merger”), resulting in MAG surviving the Merger and becoming a wholly owned subsidiary of the Company.

separate transaction, CBIZ CPAs P.C., with which the Company has an existing ASA, purchased from Marcum

substantially all of Marcum’s attest business assets, subject to certain exclusions (the "Attest Purchase").

in Note 1, Basis of Presentation and Significant Accounting Policies, the Company does not consolidate certain CPA

firms with whom we maintain ASAs, including CBIZ CPAs P.C., therefore, the Merger solely is referred to herein as

the “Transaction”.

At closing, the purchase price for the Transaction consisted of an aggregate of $ 1,063.0 million of cash consideration and $ 934.7 million of share consideration, which represents the fair value of 13.6 million shares of the Company's common stock.

Pursuant to the terms of the Transaction, with respect to the 13.6 million shares of stock consideration, approximately 6.4 million shares, in aggregate, were delivered from January 2, 2025 to December 31, 2025 to the selling shareholders.

The remaining 7.2 million shares will be delivered in 24 monthly installments starting on January 2, 2026.

Measurement Period Adjustments

The Company applied the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”) and recognized assets acquired and liabilities assumed at their fair value as of the date of acquisition, with the excess purchase consideration recorded to goodwill.

As the Company finalized the estimation of the fair value of the assets acquired and liabilities assumed, additional adjustments were recorded during the measurement period (a period not to exceed 12 months from the acquisition date).

The purchase price for the Transaction was initially allocated on a preliminary basis as of the acquisition date.

During the year ended December 31, 2025, the Company reassessed its estimates and inputs as new information about facts and circumstances that existed as of the acquisition date became known.

As a result, the Company recorded a $ 5.8 million net reduction in goodwill as a measurement period adjustment.

The reduction to goodwill consists of a $ 21.0 million adjustment reflecting a reduction of the estimated settlement amounts associated with an acquired liability from $ 61.0 million to $ 40.0 million.

The Company also recorded a $ 10.6 million increase to goodwill associated with accrued personnel costs, primarily as a result of recording an assumed liability associated with certain accrued personnel obligations previously unrecognized on the provisional opening balance sheet, and a $ 4.6 million increase to goodwill from a net decrease in assets acquired.

The income statement impact, had those adjustments been made as of the acquisition date, was considered immaterial.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

The following table summarizes the revised allocation of purchase price, reflecting the fair value of assets acquired and liabilities assumed, including the identified measurement period adjustments, and the final purchase price allocation related to the Transaction (in thousands):

On November 1, 2024

Provisional Adjustments Final

Total consideration transferred

Asset acquired:

$ 1,997,781 $ — $ 1,997,781

Assets acquired:

Account receivable 170,139 ( 748 ) 169,391

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Deferred income taxes, net 3,427 106 3,533

Total identifiable asset acquired 908,989

Total identifiable assets acquired

908,989 ( 326 ) 908,663

Liabilities assumed:

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Goodwill $ 1,445,070 $ ( 5,800 ) $ 1,439,270

The preliminary purchase price allocation is subject to further refinement and may require adjustments to arrive at the final purchase price allocation.

The above fair values of assets acquired and liabilities assumed are preliminary and are based on the information that was available as of the reporting date.

The final determination of the fair value of certain assets and liabilities will be completed as soon as the necessary information, such as final working capital adjustments, becomes available but no later than one year from the acquisition date.

Goodwill is calculated as the difference between the aggregated purchase price and the fair value of the net assets acquired.

Goodwill represents the value of expected future earnings and cash flows, as well as the synergies created by the integration of the new businesses within our organization, including cross-selling opportunities expected with our Financial Services practice group and the Benefits and Insurance Services practice group, to help strengthen our existing service offerings and expand our market position, the enhanced expertise and experiences from the assembled workforce acquired, as well as operating efficiencies and cost savings.

As of November 1, 2024, the amount of goodwill deductible for income tax purposes was approximately $ 379.5 million.

As of December 31, 2025, the amount of goodwill deductible for income tax purposes was approximately $ 899.8 million.

The amount of goodwill deductible for tax purposes is expected to fluctuate as the share considerations are delivered to the sellers.

As of November 1, 2024, we recognized $ 1,445.1 million goodwill of which $ 1,433.5 million was allocated to the Financial Services practice group and $ 11.6 million was allocated to the Benefit and Insurance Services practice group on a provisional basis.

Identifiable Intangible Assets Acquired

The following table summarizes key information underlying identifiable intangible assets related to the Transaction (in thousands):

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Weighted Average Useful Life (in years) Fair Value

10.0 $ 474,000

Non-competition agreements 3.0 16,000

Unfavorable leaseholds, net

7.9 ( 7,822 )

Total $ 482,178

The preliminary estimate of the fair value of the identifiable intangible assets was determined using the methods described below.

The fair value measurements were primarily based on significant inputs that are not observable in the market and thus represent a Level 3 measurement of the fair value hierarchy as defined in ASC 820, Fair Value Measurements (“ASC 820”).

Intangible assets consist of acquired customer relationships and non-competition agreements.

◦ Client list intangible assets were valued using the excess earnings method.

The excess earning method of valuation is an approach where the net earnings attributable to the asset being measured are isolated from other “contributory assets” over the intangible asset’s remaining economic life.

◦ Non-competition agreements intangible assets were valued using the discounted earnings method, specifically the with and without method.

The with and without method of valuation is an approach that considers the hypothetical impact to the projected cash flows of the business if the intangible asset was not in place.

◦ Unfavorable leaseholds, net are valued using the discounted cash flow approach.

The discounted cash flow approach method of valuation is an approach that compares the future contract rents of acquired leases with the projected market rents.

If the lease terms are favorable compared to the market, the Company records an asset.

If the lease terms are unfavorable as compared to the market, the Company records a liability.

Deferred Income Taxes

The preliminary purchase allocation includes net deferred tax assets of $ 3.4 million, primarily related to the deferred taxes established on the right-of-use asset and lease liabilities associated with the operating leases, deferred revenue liabilities, and deferred performance obligations.

Pro Forma Financial Information

The following table summarizes, on an unaudited pro forma basis, the condensed combined results of operations of the Company for the year ended December 31, 2024 and 2023, assuming the Transaction had occurred on January 1, 2023 (in thousands).

For the year ended December 31,

$ 2,790,091 $ 2,698,828

Net Income $ 111,015 $ 88,371

The foregoing unaudited pro forma amounts have been presented for informational purposes only and are not necessarily indicative of what CBIZ’s results of operations actually would have been had the Transaction been completed on January 1, 2023.

In addition, the unaudited pro forma income statements do not intend to project the future operating results of the Company.

The unaudited pro-forma information for all periods presented includes the following adjustments, where applicable, for business combination accounting effects resulting from the Transaction:

additional amortization expense related to intangible assets acquired and net unfavorable leases,

additional salary and bonus for Marcum’s partners which have been recognized in equity historically

incremental interest expense as a result of Transaction financing and pay down of historical debt of Marcum and the Company

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

adjustment to conform Marcum's process of estimating unbilled revenue at net realizable value to the accounting policy utilized by the Company,

incremental expense for the performance bonuses and the tail insurance policy as a result of the Transaction,

the related tax effects assuming that the Transaction occurred on January 1, 2023.

Additionally, the pro forma adjustments also include acquisition related transaction costs of $ 28.7 million incurred by the Company.

These expenses are included in Corporate general and administrative expenses on the Company’s Consolidated Statements of Comprehensive Income for the year ended December 31, 2024 and are reflected in pro forma earnings for the year ended December 31, 2023 in the table above.

The majority of the operating results of Marcum are reported in the Financial Services Practice group and the remainder of the operating results are reported in the Benefit and Insurance Services practice group.

Total Goodwill recognized for book purposes from the Transaction is $ 1,439.3 million of which $ 1,427.7 million was allocated to the Financial Services practice group and $ 11.6 million was allocated to the Benefit and Insurance Services practice group.

Other Acquisitions

During the years ended December 31, 2025 and 2024, in addition to the Transaction discussed above, we also completed the following immaterial acquisitions:

• Effective November 1, 2025, we acquired all of the assets of Ian D.

Gardenswartz & Associates, P.C.

IDG, based in Denver, Colorado, is a provider of a full range of accounting, tax, and financial advisory services to clients in a wide array of industries.

Operating results for IDG are reported in the Financial Services practice group.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

• Effective February 1, 2024, we acquired all of the assets of Erickson, Brown & Kloster LLC ("EBK").

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Operating results of Hoover are reported in the Benefits and Insurance Services practice group.

• Effective January 1, 2023, we acquired all of the assets of Danenhauer and Danenhauer, Inc.

("Danenhauer and Danenhauer").

Danenhauer and Danenhauer, based in California, is a provider of forensic accounting, business valuation, expert witness testimony, and other services for businesses and individuals.

Operating results for Danenhauer and Danenhauer are reported in the Financial Services practice group.

◦ Effective February 1, 2023, we acquired the non-attest assets of Somerset CPAs and Advisors ("Somerset").

Somerset, based in Indianapolis, Indiana, is a provider of a full range of accounting, tax, and financial advisory services to clients in a wide array of industries.

Operating results for Somerset are reported in the Financial Services practice group.

◦ Effective June 1, 2023, we acquired all of the assets of Pivot Point Security ("PPS").

PPS, based in Hamilton, New Jersey, is a provider of cyber and information security, and compliance services for small and middle market businesses.

Operating results for PPS are reported in the Financial Services practice group.

◦ Effective June 1, 2023, we acquired all of the assets of Ickovic and Co.

PC ("Ickovic and Co.").

Ickovic and Co., based in Denver, Colorado, is a provider of bespoke services and solutions for high-net-worth individuals, business owners and executives.

Operating results for Ickovic and Co.

are reported in the Financial Services practice group.

◦ Effective July 1, 2023, we acquired all of the assets of American Pension Advisors, Ltd.

APA, based in Indianapolis, Indiana, is a provider of full-service retirement plan consulting and

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

administration assisting more than 1,200 clients in the design, implementation, and administration of all types of retirement plans including 401(k), 403(b), 457(b), defined benefit and cash balance.

Operating results for APA are reported in the Benefits and Insurance Services practice group.

Total purchase price consideration for the acquisitions of EBK, CompuData, EIIA, and Hoover (together, the “Other 2024 Acquisitions”) was $ 42.2 million, of which $ 24.0 million was paid in cash, $ 2.4 million in our Common Stock, and $ 15.8 million in contingent purchase considerations.

The Other 2024 Acquisitions added approximately $ 28.7 million incremental revenue in 2024.

Total purchase price consideration for the acquisitions of Danenhauer and Danenhauer, Somerset, PPS, Ickovic and Co., and APA (together, the "2023 Acquisitions") was $ 90.0 million, of which $ 53.0 million was paid in cash, $ 4.8 million in our Common Stock, and $ 32.1 million in contingent purchase considerations.

Total purchase price consideration for the acquisition of IDG was $ 3.1 million, of which $ 1.6 million was paid in cash and $ 1.4 million in contingent purchase considerations.

The IDG acquisition added approximately $ 0.2 million incremental revenue in 2025.

Total purchase price consideration, as of the respective acquisition dates, for the acquisitions of EBK, CompuData, EIIA, and Hoover (together, the "2024 Acquisitions") was $ 42.2 million, of which $ 24.0 million was paid in cash, $ 2.4 million in our Common Stock, and $ 15.8 million in contingent purchase considerations.

The 2024 Acquisitions added approximately $ 28.7 million in incremental revenue in 2024.

Pro forma results of operations for both the Other 2024 Acquisitions and the 2023 Acquisitions are not provided due to limitations in retrospective application of estimates to historical financial information as well as the immateriality of such information as compared to our total revenue and net income for year ended December 31, 2024 and 2023, respectively.

The following table summarizes the aggregated goodwill and intangible asset amounts resulting from the Other 2024 Acquisitions and the 2023 Acquisitions for the twelve months ended December 31, 2024 and 2023, respectively (in thousands):

During the year ended December 31, 2025, the Company recorded a measurement period adjustment of $ 2.3 million associated with the EIIA acquisition.

This adjustment resulted in the recognition of a contingent purchase price liability, with a corresponding increase to goodwill.

The following table summarizes the aggregated goodwill and intangible asset amounts resulting from the IDG acquisition and the other acquisitions for the twelve months ended December 31, 2025 and 2024, respectively (in thousands):

Twelve Months Ended December 31,

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Client list 886 — 10,514 2,644

Other intangibles — — 18 —

Total $ 2,762 $ — $ 35,751 $ 4,989

Goodwill from the Other 2024 Acquisitions and 2023 Acquisitions is calculated as the difference between the aggregated purchase price and the fair value of the net assets acquired.

Client lists generally have an expected life of 10 years, and other intangibles, primarily non-compete agreements, have an expected life of 3 years.

Client lists and non-compete agreements are valued using a discounted cash flow technique based on management estimates of future cash flows from such assets.

Acquired client lists generally have an expected life of 10 years.

Client lists are valued using a discounted cash flow technique based on management estimates of future cash flows from such assets.

Other Disclosures

The following table summarizes the changes in contingent purchase price consideration for previous acquisitions and contingent payments made for previous business acquisitions during the year ended December 31, 2025 and 2024, respectively (in thousands):

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Net expense $ 2,588 $ 6,994

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Shares issued (number) 63 126

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

The following tables disaggregate our revenue by source (in thousands):

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Managed networking, hardware services — — 46,896 46,896

National Practices consulting — — 8,359 8,359

Total revenue $ 2,301,462 $ 409,633 $ 46,896 $ 2,757,991

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Anticipated realization rates are applied to hours charged to a contract when recognizing revenue.

At the end of each reporting period, we evaluate the work performed to date to ensure that the amount of revenue recognized in each reporting period for the client arrangement is equal to the performance obligations met.

Time and expense arrangement revenue is recognized over time with progress measured towards completion with value being transferred through our hourly fee arrangement at expected net realizable rates per hour, plus agreed-upon out-of-pocket expenses.

The cumulative impact on any subsequent revision in the estimated realizable value of unbilled fees for a particular client project is reflected in the period in which the change becomes known.

At the end of each reporting period, we

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

evaluate the work performed to date to ensure that the amount of revenue recognized in each reporting period for the client arrangement is equal to the performance obligations met.

The cumulative impact on any subsequent revision in the estimated realizable value of unbilled fees for a particular client project is reflected in the period in which the change becomes known.

Prior to recognizing revenue for outcome-based arrangement, we estimate the transaction price, including variable consideration that is subject to a constraint based on risks specific to the arrangement.

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• Contingent revenue arrangements related to carrier-based performance targets include claim loss experience and other factors.

Due to the uncertainty of the outcome and the probability that a change in estimate would result in a significant reversal of revenue, we have applied a constraint on recording contingent revenue.

Due to the uncertainty of the outcome and the probability that a change in estimate would result in a significant reversal of revenue, we have applied a constraint on recording

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

contingent revenue.

Revenue is recognized when the constraint has been lifted which is the earlier of written notification from a carrier that the target has been achieved or cash collection.

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Revenue related to retirement plan services consist of advisory, third party administration and actuarial services.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

• Advisory revenue is either (i) based on the value of assets under management, as provided by a third party, multiplied by an agreed upon rate, (ii) fee based, or (iii) a combination of fixed fee and value of assets under management.

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Revenue and costs related to the set-up fees are deferred and recognized over the life of the contract or the expected customer relationship, whichever is longer.

Revenue related to payroll processing consists of a (i) fixed fee or (ii) variable fee based on a price per employee or check processed.

Revenue is recognized when the actual payroll processing occurs.

Our customers benefit from each month of service on its own and although volume and the variability may differ month to month, our obligation to perform substantially remains the same.

Revenue related to payroll processing consists of either (i) a fixed fee or (ii) a variable fee based on a price per employee or per check processed.

Revenue is recognized as the payroll processing services are performed.

Each month of service provides a distinct benefit to the customer, and although processing volumes and related variability may differ from month to month, the nature of the Company’s obligation to provide payroll processing services remains substantially the same.

Non-core Benefits and Insurance Services consists of transactional businesses that tend to fluctuate.

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Since the majority of our contracts are one year or less, we have applied this practical expedient related to quantifying remaining performance obligations.

In regards to contracts with terms in excess of one year, certain contract periods related to our government healthcare consulting, group health and benefits consulting, and property and casualty insurance businesses have an original specified contract duration in excess of one year, however, the agreements provide CBIZ and the client with the right to cancel or terminate the contract with no substantial penalty.

We have applied the provisions of Topic 606 and the FASB Transition Resource Group memo number 10-14, and note that the definition of contract duration does not extend beyond the goods and services already transferred for contracts that provide both the Company and the client with the right to cancel or terminate the contract with no substantial penalty.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

ACCOUNTS RECEIVABLE, NET

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Depreciation expense for property and equipment was $ 23.4 million, $ 15.3 million and $ 12.5 million in 2025, 2024 and 2023, respectively.

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

A summary of changes in the carrying amount of goodwill by operating segment for the years ended December 31, 2024 and 2023 were as follows (in thousands):

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

A summary of changes in the carrying amount of goodwill by operating segment for the years ended December 31, 2025 and 2024 were as follows (in thousands):

Services Benefits and

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Additions 1,876 — — 1,876

Divestitures and other adjustments ( 6,371 ) — — ( 6,371 )

Other adjustment (1)

( 5,814 ) 2,276 — ( 3,538 )

Gross 2,039,675 340,238 33,873 2,413,786

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Net at December 31, 2025 $ 1,995,628 $ 332,505 $ 1,666 $ 2,329,799

We review goodwill at the reporting unit level at least annually, as of November 1, for impairment.

We had six reporting units at November 1, 2024.

No goodwill impairment was recognized as a result of the annual evaluation.

As a result of the Transaction, we recognized $ 1,445.1 million goodwill of which $ 1,433.5 million was allocated to the Financial Services practice group and $ 11.6 million was allocated to the Benefit and Insurance Services practice group on a provisional basis.

(1) During the year ended December 31, 2025, we finalized the purchase price allocations related to the Transaction and EIIA acquisition, and recorded $ 3.5 million in net adjustments to goodwill.

Refer to Note 2, Business Combinations, for further discussion.

As discussed in Note 1, Basis of Presentation and Significant Accounting Polices, during the fourth quarter of 2025, we completed certain organizational reporting changes which resulted in a realignment of the reporting units in both the Financial Services and Benefits and Insurance Services practice groups into new reporting units to align with the internal reporting structure and the services provided by the practice groups.

As a result of the changes in reporting units, we performed a qualitative assessment immediately before the change in reporting units.

We concluded that it was more likely than not the fair values of each of our reporting units immediately before the change exceeded their respective carrying values and, therefore, goodwill related to those reporting units was determined not to be impaired.

The change in reporting units resulted in a triggering event.

We performed a quantitative assessment immediately after the change in reporting units by comparing the fair value of the reporting unit to its carrying value.

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 assumptions and estimates of forecasted operating cash flows, including 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 exceeded their respective carrying values and, therefore, goodwill is not impaired.

We re-allocated goodwill to each of the new reporting units based on its relative fair value as of the annual test date.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

The components of goodwill and other intangible assets, net at December 31, 2025 and 2024 were as follows (in thousands):

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The carrying amounts of our cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short maturity of these instruments and are classified as Level 1 in the fair value hierarchy.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

The carrying value of bank debt approximates fair value, as the interest rate on the bank debt is variable and approximates current market rates.

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We place our cash and cash equivalents with highly-rated financial institutions, limiting the amount of credit exposure with any one financial institution.

Our client base consists of large numbers of geographically diverse customers dispersed throughout the United States;

Our client base consists of large number of geographically diverse customers dispersed throughout the United States;

thus, concentration of credit risk with respect to accounts receivable is not significant.

1 unchanged sentence

The net par values of these securities total $ 45.0 million and $ 41.3 million at December 31, 2025 and 2024, respectively.

The bonds have maturity dates or callable dates ranging from January 2025 through November 2027, and are included in “Funds held for clients — current” in the accompanying Consolidated Balance Sheets based on our intent and ability to sell these investments at any time under favorable conditions.

The bonds have maturity dates or callable dates ranging from January 2026 through July 2030, and are included in “Funds held for clients — current” in the accompanying Consolidated Balance Sheets based on our intent and ability to sell these investments at any time under favorable conditions.

At December 31, 2025 and December 31, 2024, 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.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

The following table summarizes our bond activity for the years ended December 31, 2025 and 2024 (in thousands):

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The mark-to-market gains or losses on the swaps are deferred and included as a component of accumulated other comprehensive income (“AOCI”), net of tax, to the extent the hedge is determined to be effective, and reclassified to interest expense in the same period during which the hedged transaction affects earnings.

The interest rate swaps are assessed for effectiveness and continued

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

qualification for hedge accounting on a quarterly basis.

The interest rate swaps are assessed for effectiveness and continued qualification for hedge accounting on a quarterly basis.

For the years ended December 31, 2025 and 2024, the interest rate swaps were deemed to be effective.

CBIZ did not amend the interest rate swap agreements from under the 2024 Credit Facilities.

The interest rate of the swaps are set to one-month term SOFR to align the swaps to term SOFR in the 2024 Credit Facilities.

As of December 31, 2024, we have five interest rate swaps outstanding.

As of December 31, 2025, we have ten interest rate swaps outstanding.

Under the terms of the interest rate swaps, we pay interest at a fixed rate of interest plus applicable margin as stated in the amended agreements, and receive interest that varies with the one-month term SOFR.

1 unchanged sentence

Refer to Note 8, Fair Value Measurements, for additional disclosures regarding fair value measurements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

December 31, 2025

1 unchanged sentence

Value Balance Sheet Location

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 $ 30,000 1.186 % 12/14/2026 $ 1,604 Other non-current asset

Interest rate swap $ 20,000 2.450 % 8/14/2027 $ 776 Other non-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

December 31, 2024

4 unchanged sentences

Interest rate swap $ 20,000 2.450 % 8/14/2027 $ 776 Other non-current asset

Interest rate swap $ 25,000 3.669 % 4/14/2028 $ ( 129 ) Other non-current liability

Interest rate swap $ 25,000 3.669 % 4/14/2028 $ 243 Other non-current asset

Interest rate swap $ 25,000 4.488 % 10/14/2028 $ ( 437 ) Other non-current liability

1 unchanged sentence

The following table summarizes the effects of the interest rate swap on our accompanying Consolidated Statements of Comprehensive Income for the years ended December 31, 2025 and 2024 (in thousands):

Gain recognized in

AOCI, net of tax Gain reclassified from

(Loss) Gain recognized in

AOCI, net of tax

Gain reclassified from

AOCI into expense

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• Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

• Level 2 — Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability

• Level 3 — Unobservable inputs for the asset or liability

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

We endeavor to utilize the best available information in measuring fair value.

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Balance — December 31, 2025 $ ( 40,248 )

For financial reporting purposes, income before income taxes includes the following components (in thousands):

Additions from business acquisitions for the year ended December 31, 2025 totaled $ 4.4 million which include recognizing a $ 2.3 million of contingent purchase price liability as a result of finalizing purchase price allocation of a prior year acquisition.

Refer to Note 2, Business Combinations, for further discussion.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

For financial reporting purposes, income before income taxes includes the following components (in thousands):

2025 2024 2023

12 unchanged sentences

Total income tax expense 45,391 16,769 45,335

The provision for income taxes attributable to income operations differed from the amount obtained by applying the federal statutory income tax rate to income before income taxes, as follows (in thousands, except percentages):

2024 2023 2022

federal statutory rates $ 12,139 $ 34,924 $ 29,714

The provision for income taxes differed from the amount obtained by applying the statutory U.S.

federal income tax rate to income before income taxes.

The reconciliation from the statutory U.S.

federal tax rate to our effective income tax rate, applying ASU 2023-09 prospectively, is as follows (in thousands, except percentages):

federal statutory rate $ 33,775 21.0 %

State taxes (net of federal benefit) (1)

Foreign tax effects:

Statutory rate difference between Canada and U.S.

Change in valuation allowances 17 — %

Non-taxable or non-deductible items:

Meals and entertainment 1,928 1.2 %

Other 1,389 0.9 %

Reserves for uncertain tax positions 688 0.4 %

Other adjustments ( 537 ) ( 0.3 ) %

Provision for income taxes $ 45,391 28.2 %

(1) State and local taxes in California, Massachusetts, New York, New York City and Pennsylvania made up the majority (greater than 50%) of the tax effect in this category.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

The reconciliation from the statutory U.S federal tax rate to our effective income tax rate, applying ASC 740 prior to the adoption of ASU 2023-09, is as follows (in thousands, except percentages):

federal statutory rate $ 12,139 $ 34,924

State taxes (net of federal benefit) 3,182 10,576

Reserves for uncertain tax positions 209 ( 241 )

Share-based compensation ( 3,907 ) ( 5,820 )

4 unchanged sentences

Effective income tax rate 29.0 % 27.3 %

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Cash paid, net of refunds, consisted of the following (in thousands):

Federal $ 16,000

State and local 7,416

Net cash paid for income taxes $ 23,577

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024, were as follows (in thousands):

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We have established valuation allowances for deferred tax assets related to certain employee benefits and compensation and state net operating loss ("NOL") carryforwards at December 31, 2025 and December 31, 2024.

The net increase in the valuation allowance of $ 0.2 million for the year ended December 31, 2024, related to changes in the valuation allowance for NOLs and certain employee benefits and compensation.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

The net increase in the valuation allowance of $ 0.5 million for the year ended December 31, 2025, related primarily to changes in the valuation allowance for state NOLs.

In assessing the realization of deferred tax assets, management considers all available positive and negative evidence, including projected future taxable income, scheduled reversal of deferred tax liabilities, historical financial operations and tax planning strategies.

Based upon review of these items, management believes it is more-likely-than-not that the Company will realize the benefits of these deferred tax assets, net of the existing valuation allowances.

We file income tax returns in the United States, Canada, and most state jurisdictions.

Beginning in 2024, we will file tax returns in the Philippines.

In general, the examination of our material tax returns is complete for years ending prior to January 1, 2021.

federal, state and foreign income tax returns.

In general, the examination of our material tax returns is complete for years ending prior to 2022.

In the fourth quarter of 2024, the Internal Revenue Service selected our 2022 federal tax return for examination.

As we are in the early stages of the examination, we have received no indications of material adjustments that will be assessed as a result of the examination.

We expect the audit will be completed in early 2026, and at this time do not anticipate any material adjustments.

With limited exceptions, our state and local income tax returns for years ending prior to January 1, 2021, and non-U.S.

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A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

2025 2024 2023

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We believe it is reasonably possible that certain of these unrecognized tax benefits could change in the next twelve months.

We expect reductions in the liability for unrecognized tax benefits of approximately $ 0.2 million within the next twelve months due to expiration of statutes of limitation.

Given the number of years that are currently subject to examination, we are unable to estimate the range of potential adjustments to the remaining balance of unrecognized tax benefits at this time.

We recognize interest expense and penalties related to unrecognized tax benefits as a component of income tax expense.

2 unchanged sentences

DEBT AND FINANCING ARRANGEMENTS

2024 Credit Facilities

On November 1, 2024, the Company and CBIZ Operations, Inc., a wholly owned subsidiary of the Company, as the borrower (“CBIZ Operations”), Bank of America, N.A., as administrative agent, and the other financial institutions party thereto entered into an amended and restated credit agreement (the “2024 Credit Facilities”) providing for $ 2.0 billion in senior secured credit facilities, consisting of a $ 1.4 billion term loan (the “Term Loan”) and $ 600.0 million revolving credit facility (the “Revolving Credit Facility”).

2024 Credit Facilities - On November 1, 2024, the Company entered into an Amended and Restated Credit Agreement, by and among CBIZ Operations, Inc., as the Borrower, the Company, the several banks, financial institutions, institutional lenders and other investors from time to time party thereto as the Lenders, and Bank of America, N.A., as Agent, as Issuing Bank and as Swing Line Bank (as amended by that certain First Amendment, dated as of March 7, 2025 and as further amended by that certain Second Amendment, dated as of April 29, 2025, the "2024 Credit Facilities") providing for $ 2,000.0 million in senior secured credit facilities, consisting of a $ 1,400.0 million term loan (the “Term Loan”) and $ 600.0 million revolving credit facility (the “Revolving Credit Facility”).

The 2024 Credit Facilities amend and restate the 2022 credit facility entered into on May 4, 2022 (the "2022 Credit Facility").

The proceeds of the Term Loan were used to pay the cash consideration and make certain other payments in connection with the closing of the Transaction and to repay outstanding amounts under the 2022 Credit Facility.

The proceeds of the Term Loan were used to pay the cash consideration and make certain other

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

payments in connection with the closing of the Transaction and to repay outstanding amounts under the 2022 Credit Facility.

Th e 2024 Credit Facilities mature on November 1, 2029.

10 unchanged sentences

The 2024 Credit Facilities also limits our ability to make dividend payments.

Historically, we have not paid cash dividends on

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

our common stock.

Historically, we have not paid cash dividends on our common stock.

Our Board of Directors has discretion over the payment and level of dividends on common stock, subject to the limitations of the 2024 Credit Facilities and applicable law.

The 2024 Credit Facilities contain a provision that, in the event of a defined change in control, the 2024 Credit Facilities may be terminated.

In addition, the 2024 Credit Facilities include a financial covenant requiring that TNLR 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).

In addition, the 2024 Credit Facilities include a financial covenant requiring that TNLR 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 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 require 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 the 2022 Credit Facility, but with increases to certain baskets and caps and certain other exceptions.

As of December 31, 2025, we are in compliance with all covenants.

In connection with our 2024 Credit Facilities, we incurred $ 20.7 million of financing costs during the year ended December 31, 2024.

In connection with our 2024 Credit Facilities, we incurred $ 0.9 million and $ 20.7 million of financing costs during the years ended December 31, 2025 and 2024, respectively.

The financing costs are deferred and reported as a reduction of debt on the accompanying Consolidated Balance Sheets, are included as a component of cash flow from financing activities on the accompanying Consolidated Statements of Cash Flows, and are being amortized as interest expense over the term of the 2024 Credit Facilities.

As of December 31, 2024, the borrowings outstanding under the 2024 Credit Facilities was $ 1.42 billion, consisting of $ 1.4 billion of the Term Loan and $ 20.9 million of borrowings under the Revolving Credit Facility.

As of December 31, 2023 the outstanding debt balance was $ 312.4 million under the 2022 Credit Facility.

The blended interest rates under the 2024 Credit Facilities and 2022 Credit Facility, including the impact of interest rate swaps associated with those credit facilities, were as follows:

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

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

Short-term debt

Current portion, Term Loan

$ 70,000 $ 70,000

Current portion debt issuance costs, Term Loan ( 3,628 ) ( 3,823 )

Total short-term debt $ 66,372 $ 66,177

Long-term debt

Revolver Facility $ 142,400 $ 20,900

Debt issuance costs, Revolver ( 6,495 ) ( 7,160 )

Long-term portion, Term Loan

1,260,000 1,330,000

Long-term portion Debt Issuance Costs, Term Loan

( 6,353 ) ( 9,985 )

Total long-term debt $ 1,389,552 $ 1,333,755

The blended interest rates under the 2024 Credit Facilities and 2022 credit facility, including the impact of interest rate swaps associated with those credit facilities for the year ended December 31, 2025 and 2024, were as follows:

Weighted average blended interest rate 6.56 % 6.00 %

4 unchanged sentences

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.

Other line of credit

We have an unsecured $ 20.0 million line of credit by and among CBIZ Benefits and Insurance, Inc., our wholly owned subsidiary, and the Huntington Bank.

Other line of credit - We have an unsecured $ 20.0 million line of credit by and among CBIZ Benefits and Insurance, Inc., our wholly owned subsidiary, and the Huntington Bank.

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.

1 unchanged sentence

The line of credit did no t have a balance outstanding at December 31, 2025 and 2024.

On August 1, 2024, we renewed the line of credit and it will now terminate on July 31, 2025.

Borrowings under the line of credit bear interest at the prime rate.

Interest expense

Interest expense, including amortization of deferred financing costs, commitment fees, line of credit fees, and other applicable bank charges, was as follows (in thousands):

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

The line of credit was renewed in July 2025 and will now terminate on July 30, 2026.

Interest expense - Interest expense, including amortization of deferred financing costs, commitment fees, line of credit fees, and other applicable bank charges, was as follows (in thousands):

2025 2024 2023

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Other line of credit — — 1

Other 14 3 37

$ 107,215 $ 34,379 $ 20,131

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

ACCUMULATED OTHER COMPREHENSIVE INCOME

The components of accumulated other comprehensive income at December 31, 2025 and 2024 were as follows (in thousands):

Net unrealized loss of available-for-sale securities, net of income tax expense of $ 14 and income tax benefit of $ 168 , respectively

Net unrealized gain (loss) of available-for-sale securities, net of income tax expense of $ 102 and income tax expense of $ 14 , respectively

$ 174 $ ( 48 )

Net unrealized gain on interest rate swap, net of income tax expense of $ 685 and $ 972 , respectively

Net unrealized (loss) gain on interest rate swap, net of income tax benefit of $ 883 and income tax expense of $ 685 , respectively

( 2,639 ) 2,075

Foreign currency translation ( 826 ) ( 808 )

Accumulated other comprehensive income $ 1,219 $ 1,778

Accumulated other comprehensive (loss) income $ ( 3,291 ) $ 1,219

COMMITMENTS AND CONTINGENCIES

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The amount of license bonds outstanding was $ 2.1 million and $ 2.2 million at December 31, 2025 and 2024, respectively.

Legal Proceedings - On November 10, 2023, CBIZ was named as a defendant in a putative class action lawsuit in the United States District Court for the District of Massachusetts by an individual claiming to be an employee of a CBIZ client whose personally identifiable information (“PII”) was compromised and stolen during a cyberattack CBIZ experienced on or about May 31, 2023.

As a result of this incident, hackers were able to access and download certain files from CBIZ’s MOVEit Transfer server.

The lawsuit alleges that CBIZ and Progress Software Corporation, the owner of MOVEit Transfer, failed to adequately secure and safeguard the individual’s, and similarly situated

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Legal Proceedings - On December 19, 2016, CBIZ Operations, Inc.

("CBIZ Operations") was named as a defendant in a lawsuit filed by Zotec Partners, LLC (“Zotec”) in the Marion County Indiana Superior Court.

After various amendments, the lawsuit asserted claims under Indiana law for securities, statutory and common law fraud or deception, unjust enrichment, breach of contract, and vicarious liability against CBIZ Operations and a former employee of CBIZ MMP in connection with the sale of the CBIZ MMP medical billing practice to Zotec.

The plaintiff claimed that CBIZ Operations had a duty to disclose the fact, unknown to employees of CBIZ Operations at the time of the transaction, that the former employee had a financial arrangement with a Zotec vendor at the time CBIZ Operations sold CBIZ MMP to Zotec.

The plaintiff sought damages of up to $ 177.0 million out of the $ 200.0 million transaction price.

Trial was held in October 2021.

The jury found in favor of CBIZ on all fraud, contract and other claims before it.

On November 14, 2022, the trial court ruled in favor of CBIZ and against Zotec’s claim for statutory securities fraud.

The court also ruled in favor of CBIZ on its counterclaim for indemnification under contract.

The trial court conducted a hearing on December 12, 2023, to consider evidence regarding the amount of damages owed by Zotec to CBIZ on the counterclaim.

On March 12, 2024, the court awarded CBIZ $ 3.1 million on its counterclaim.

On April 10, 2024, Zotec filed a notice of appeal.

On November 10, 2023, CBIZ was named as a defendant in a putative class action lawsuit in the United States District Court for the District of Massachusetts by an individual claiming to be an employee of a CBIZ client whose personally identifiable information (“PII”) was compromised and stolen during a cyberattack CBIZ experienced on or about May 31, 2023.

As a result of this incident, hackers were able to access and download certain files from CBIZ’s MOVEit Transfer server.

The lawsuit alleges that CBIZ and Progress Software Corporation, the owner of MOVEit Transfer, failed to adequately secure and safeguard the individual’s, and similarly situated employees of CBIZ’s clients, PII from unauthorized access.

employees of CBIZ’s clients, PII from unauthorized access.

The lawsuit seeks various remedies, including actual, compensatory, and punitive damages, along with injunctive relief, costs, and attorneys’ fees.

On December 8, 2023, CBIZ was named as a defendant in a second putative class action lawsuit in the United States District Court for the District of Massachusetts by an individual making similar claims and seeking similar remedies as in the first lawsuit.

Both cases were transferred into a multidistrict litigation, styled as In Re:

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To date, the MDL has over 300 cases against over 100 different defendants, all with claims arising out of the cyberbreach by hackers of Progress Software Corporation’s MOVEit Transfer software.

Due to the early stage of litigation, the Company is not able to determine or predict the ultimate outcome of these lawsuits nor reasonably provide an estimate or range of the possible outcome or losses, if any.

In addition to the item disclosed above, the Company is, from time to time, subject to claims and lawsuits arising in the ordinary course of business.

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 cases against the bellwether defendants are moving forward while the cases against the non-bellwether defendants, including CBIZ, are not.

The bellwether cases are in early stages of discovery, which will be followed by class certification and dispositive-motion practice.

Due to the early stage of litigation against the bellwether defendants and CBIZ’s status as a non-bellwether defendant, the Company is not able to determine or predict the ultimate outcome of these lawsuits nor reasonably provide an estimate or range of the possible outcome or losses, if any.

In June 2025, the Company settled litigation against a small group of former employees.

As part of the settlement of that litigation, the Company received a settlement payment of $ 12.5 million, which was recorded as a pre-tax gain in "Other income, net" on the Condensed Consolidated Statements of Comprehensive Income for the year ended December 31, 2025.

In addition to the items disclosed above, the Company is, from time to time, subject to claims and lawsuits arising in the ordinary course of business.

We cannot predict the outcome of all such matters or estimate the possible loss, if any.

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An amount equal to each participant’s compensation deferral is transferred into a rabbi trust and invested in various debt and equity securities as directed by the participants.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

assets of the rabbi trust are held by us and recorded as “Assets of deferred compensation plan” in the accompanying Consolidated Balance Sheets.

The assets of the rabbi trust are held by us and recorded as “Assets of deferred compensation plan” in the accompanying Consolidated Balance Sheets.

Assets of the non-qualified deferred compensation plan consist primarily of investments in mutual funds, money market funds and equity securities.

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Adjustments to the fair value of these investments are recorded in “Other (expense) income, net,” offset by the same adjustments to compensation expense (recorded as “Operating expenses” or “G&A expenses” in the accompanying Consolidated Statements of Comprehensive Income).

We recorded income of $ 21.1 million related to those investments for the year ended December 31, 2024.

For the year ended December 31, 2023, we recorded income of $ 19.5 million and a loss of $ 19.6 million for the year ended December 31, 2022, related to these investments.

We recorded income of $ 23.3 million, $ 21.1 million, and $ 19.5 million, for the year ended December 31, 2025, 2024, and 2023, respectively, related to these investments.

These investments are specifically designated as available to us solely for the purpose of paying benefits under the non-qualified deferred compensation plan.

However, the investments in the rabbi trusts would be available to all unsecured general creditors in the event that we become insolvent.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

investments in the rabbi trusts would be available to all unsecured general creditors in the event that we become insolvent.

Deferred compensation plan obligations represent amounts due to plan participants and consist of accumulated participant deferrals and changes in fair value of investments thereon since the inception of the plan, net of withdrawals.

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The assets and liabilities related to the non-qualified deferred compensation plan at December 31, 2025 and 2024 were $ 186.9 million and $ 167.2 million, respectively.

Share Repurchase Program - Our Board of Directors approved various share repurchase programs that were effective during the years ended December 31, 2024 and 2023.

Under these programs, shares may be purchased in the open market or in privately negotiated transactions according to SEC rules.

Share Repurchase Program - Over the past twenty years , our Board of Directors has annually renewed the Company’s share repurchase program, which permits the Company to repurchase, in accordance with SEC rules, up to 5 million shares of our outstanding common stock (i) in the open market, (ii) in privately negotiated transactions, or (iii) under Rule 10b5-1 trading plans (the “Share Repurchase Program”).

The Board of Directors authorized the Share Repurchase Program on February 11, 2026, permitting repurchases through March 31, 2027.

Common Stock Issued for the Transaction - Pursuant to the Agreement and Plan of Merger, dated as of July 30, 2024, by and among the Company, Marcum and the other parties thereto (the “Merger Agreement”) and as part of the total purchase price consideration, we issued shares of our common stock to the selling shareholders in the Transaction.

Refer to Note 2, Business Combinations, for more detail.

Right of First Refusal Program - Pursuant to the Merger Agreement, the Company and selling shareholders entered into a Right of First Refusal Agreement (the “ROFR Agreement”).

Under the ROFR Agreement, the selling shareholders granted the Company a right of first refusal to repurchase all or any portion of our common stock issued to the selling shareholders pursuant to the Merger Agreement.

The Company holds the right of first refusal until November 1, 2028.

The Share Repurchase Program does not obligate us to acquire any specific number of shares and may be suspended at any time.

Repurchased shares are held in treasury and may be reserved for future use in connection with acquisitions, employee share plans and other general purposes.

When leverage is greater than 3.0 x but less than the Adjusted Total Leverage Ratio (defined as the maximum leverage ration less 0.25 x) on a proforma basis including share repurchases, the annual share repurchase is limited to the greater of $ 50.0 million and 10 percent of Pro Forma EBITDA.

Under the Share Repurchase Program, we repurchased no shares on the open market during the year ended December 31, 2024.

We repurchased 1.3 million shares on the open market at a cost (including fees and commissions) of $ 65.1 million during the year ended December 31, 2023.

Under the 2024 Credit Facilities, described in Note 10, Debt and Financing Arrangements, share repurchases are unlimited when total leverage is less than 3.0 x on a proforma basis including such share repurchases, so long as no default or event of default has occurred and is continuing, and no default or event of default would occur as a result of such share repurchases.

In addition, share repurchases and other restricted payments may also be made provided that the aggregate amount of all restricted payments permitted under the 2024 Credit Facilities do not exceed the available amount, which is the sum of, among other customary grower components, (a) the greater of $ 145 million and 35 % of EBITDA and (b) an amount, not less than zero in the aggregate, equal to 50 % of net income for the period commencing with January 1, 2025 and ending on the then most recently ended fiscal quarter for which financial statements have been delivered to the agent, calculated on a pro forma basis.

The foregoing is permitted only so long as no event of default has occurred and is continuing at the time of the consummation of any such share repurchase and other restricted payments and no event of default would occur after giving effect to such share repurchase and other restricted payments, and so long as the borrower, on a pro forma basis, would be in compliance with each of the total net leverage ratio covenant and the interest coverage ratio covenant.

Under the Share Repurchase Program, we repurchased 1.5 million shares of our common stock for a total cost of $ 109.1 million under the ROFR Agreement and 0.9 million shares of our common stock in the open market during the year ended December 31, 2025 for a total cost of $ 50.9 million.

We repurchased no shares on the open market during the year ended December 31, 2024.

Shares repurchased to settle statutory employee withholding related to vesting of stock awards were 0.1 million shares at a cost of $ 7.8 million during the year ended December 31, 2025 and 0.2 million shares at a cost of $ 11.5 million during the year ended December 31, 2024.

Common Stock Issued for Marcum Acquisition - Pursuant to the Merger Agreement and as part of the total purchase price consideration, on January 2, 2025 and February 3, 2025, we issued and delivered approximately 3.1 million and 0.3 million shares of our Common Stock, respectively, to the selling shareholders in the Transaction.

The remaining 10.2 million shares will be issued and delivered in 34 monthly installments starting March 3, 2025.

EMPLOYEE STOCK PLANS

Employee Stock Purchase Plan - The 2007 Employee Stock Purchase Plan (“ESPP”), which has a termination date of June 30, 2026, allows qualified employees to purchase shares of common stock through payroll deductions up to a limit of $ 25,000 of stock per calendar year.

The price an employee pays for shares is 85 % of the fair market

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

value of our common stock on the last day of the purchase period.

EMPLOYEE STOCK PLANS

The price an employee pays for shares is 85 % of the fair market value of our common stock on the last day of the purchase period.

Purchase periods begin on the sixteenth day of the month and end on the fifteenth day of the subsequent month.

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Non-vested at December 31, 2024 899 $ 67.01

Granted 135 $ 79.88

Vested 103 $ 52.83

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Non-vested at December 31, 2025 911 $ 70.36

(1) Represents weighted average market value of the shares as the awards are granted at no cost to the recipients.

(2) As a result of the Transaction approximately 713 thousand shares were granted to certain employees and third-party providers.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(1) Represents weighted average market value of the shares as the awards are granted at no cost to the recipients.

• At December 31, 2025, we had unrecognized compensation cost for restricted stock units and awards of $ 42.7 million to be recognized over a weighted average period of approximately 2.38 years.

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Adjustments for performance results (2)

Forfeited ( 7 ) $ 39.09

Outstanding at December 31, 2025 253 $ 64.83

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(2) Represents the change in the number of performance awards earned based on performance achievement for the performance period.

EARNINGS PER SHARE

The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share for the years ended December 31, 2024, 2023, and 2022 (in thousands, except per share data):

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

EARNINGS PER SHARE

The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share for the years ended December 31, 2025, 2024, and 2023 (in thousands, except per share data):

Year Ended December 31,

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Weighted average common shares outstanding (1)

62,909 52,375 49,989

Stock options 71 78 172

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Diluted earnings per share $ 1.83 $ 0.78 $ 2.39

(1) A total of 13.6 million shares that were issued as consideration in connection with the Transaction are included for the year ended December 31, 2025.

Refer to Note 2, Business Combinations for more detail.

(2) For the years ended December 31, 2025, 2024 and 2023, a total of 72 thousand, 173 thousand and 58 thousand stock based awards, respectively, were excluded from the calculation of diluted earnings per share as their exercise prices would render them anti-dilutive.

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The performance conditions associated with these performance share units were not met and consequently none of these performance share units were considered as issuable for the years ended December 31, 2025, 2024 and 2023.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

We determine if a contract is a lease at inception.

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These leases generally contain renewal options for periods ranging from two to five years .

Because the Company is not

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

reasonably certain to exercise these renewal options, the options are not included in the lease term, and associated potential option payments are excluded from lease payments.

Maturities of operating lease liabilities at December 31, 2024 and minimum cash commitments under operating leases at December 31, 2023 were as follows (in thousands):

Because the Company is not reasonably certain to exercise these renewal options, the options are not included in the lease term, and associated potential option payments are excluded from lease payments.

Maturities of operating lease liabilities and minimum cash commitments under the operating leases as of December 31, 2025 and December 31, 2024 were as follows (in thousands):

December 31, 2025

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Total lease liabilities $ 372,579

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

December 31, 2024

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In the aggregate, we paid approximately $ 4.8 million, $ 1.6 million and $ 1.2 million during the years ended December 31, 2025, 2024, and 2023, respectively, under such leases.

During the year ended December 31, 2025, the Company paid approximately $ 1.2 million in service fees in the aggregate to two entities in which an immediate family member of our Board of Directors has an ownership interest.

SEGMENT DISCLOSURES

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(i) Financial Services, (ii) Benefits and Insurance Services and (iii) National Practices, based on the following factors:

similarity of the products and

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

services provided to clients, similarity of the regulatory environment in which they operate;

similarity of the products and services provided to clients, similarity of the regulatory environment in which they operate;

and similarity of economic conditions affecting long-term performance.

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The CODM, who is our CEO, allocates resources to and assesses the performance of each practice group using information about their respective revenue and income (loss) before income tax expense (benefit), excluding those costs listed above, which are reported in the “Corporate and Other”.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

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.

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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 years ended December 31, 2025, 2024 and 2023 are presented below (in thousands).

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

For the Year Ended December 31, 2025

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Consolidated income before income tax expenses $ 160,835

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

For the Year Ended December 31, 2024

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Consolidated income before income tax expenses $ 57,807

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

For the Year Ended December 31, 2023

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Interest expense 20,129

Other expense, net 21,914

Other income, net ( 16,916 )

Consolidated income before income tax expenses $ 166,303

(1) - Other costs, gains, and losses, net primarily consist of travel and entertainment costs, computer and technology related costs, depreciation and amortization expenses, and other discretionary costs.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

SUBSEQUENT EVENTS

Finalization of Working Capital Adjustment Related to Transaction

On January 26, 2026, the Company finalized the working capital and related purchase price adjustment associated with the Transaction in accordance with the applicable provisions of the Merger Agreement.

As a result, the Company received approximately $ 50.0 million in cash on January 26, 2026.

In addition, the Company recorded a notes receivable of $ 10.7 million, of which $ 3.5 million was received on January 26, 2026, from Marcum and Marcum Partners SPV LLC, entities not owned by CBIZ, related to the remaining working capital payments.

Share Repurchase Program

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Privately negotiated transactions may include purchases from employees, officers and directors, in accordance with SEC rules.

Privately negotiated transactions may also include purchases from former partners of Marcum LLP pursuant to the Company’s right, but not obligation, to repurchase any shares issued to such former partners as consideration for the Company’s recent acquisition, in the event that the former partner intends to sell the shares in a market transaction in the four years following closing.

Privately negotiated transactions may also include purchases from former partners of Marcum pursuant to the Company’s right, but not obligation, to repurchase any shares issued to such former partners as consideration in the Transaction, in the event that the former partner intends to sell the shares in a market transaction in the four years following closing.

Rule 10b5-1 trading plans allow for repurchases during periods when the Company would not normally be active in the trading market due to regulatory restrictions.

2 unchanged sentences

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-K

Item 9A. Controls and Procedures