What changed in this filing

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Item 1. Financial Statements

2026-04-30 compared with 2025-10-30 · 184 added, 323 removed, 386 unchanged (57% of the section changed)

3 unchanged sentences

(In thousands)

September 30,

2026 December 31,

43 unchanged sentences

Treasury stock ( 1,110,111 ) ( 1,078,521 )

Accumulated other comprehensive (loss) income ( 3,373 ) 1,219

Accumulated other comprehensive loss ( 1,557 ) ( 3,291 )

Total stockholders’ equity 1,894,176 1,762,067

1 unchanged sentence

See the accompanying notes to the unaudited condensed 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.

(1) See Note 5.

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

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Revenue $ 848,579 $ 838,014

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Interest expense ( 23,916 ) ( 25,156 )

Gain on sale of operations, net 1,124 4,953 1,124 4,953

Other income, net 8,378 1,300 31,786 13,207

Total other (expense) income, net ( 18,458 ) 1,285 ( 48,073 ) 2,797

Gain from acquisition related adjustments, net 57,955 —

Other expense, net ( 4,016 ) ( 1,966 )

Total other income (expense), net 30,023 ( 27,122 )

Income before income tax expense 226,472 172,910

8 unchanged sentences

Net income $ 161,612 $ 122,773

Other comprehensive loss, net of tax

( 1,242 ) ( 2,497 ) ( 4,592 ) ( 1,621 )

Other comprehensive income (loss), net of tax 1,734 ( 1,235 )

Comprehensive income $ 163,346 $ 121,538

10 unchanged sentences

Comprehensive

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

Net income — — — — 30,146 — — 30,146

Other comprehensive loss, net of tax — — — — — — ( 1,242 ) ( 1,242 )

Share repurchases — 826 — — — ( 56,433 ) — ( 56,433 )

Indirect repurchase of shares for minimum tax withholding — — — — — ( 39 ) — ( 39 )

Restricted stock units and awards 1 — — — — — — —

Stock-based compensation — — — 7,334 — — — 7,334

Business acquisitions 905 — 9 181 — — — 190

September 30, 2025 143,757 89,653 $ 1,438 $ 1,828,903 $ 1,090,983 $ ( 1,046,152 ) $ ( 3,373 ) $ 1,871,799

Shares Treasury

Shares Common

Stock Additional

Capital Retained

Earnings Treasury

Stock Accumulated

Comprehensive

Income (Loss) Total

June 30, 2024 137,905 87,743 $ 1,379 $ 845,962 $ 951,761 $ ( 910,322 ) $ 2,654 $ 891,434

Net income — — — — 35,084 — — 35,084

Other comprehensive loss, net of tax — — — — — — ( 2,497 ) ( 2,497 )

Indirect repurchase of shares for minimum tax withholding — 3 — — — ( 215 ) — ( 215 )

Restricted stock units and awards 6 — — — — — — —

Stock-based compensation — — — 2,415 — — — 2,415

Business acquisitions 23 — — 1,699 — — — 1,699

September 30, 2024 137,934 87,746 $ 1,379 $ 850,076 $ 986,845 $ ( 910,537 ) $ 157 $ 927,920

See the accompanying notes to the unaudited condensed consolidated financial statements

Shares Treasury

Shares Common

Stock Additional

Capital Retained

Earnings Treasury

Stock Accumulated

Comprehensive

Income (Loss) Total

(Loss) Income Total

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

Net income — — — — 161,612 — — 161,612

Other comprehensive loss, net of tax — — — — — — ( 4,592 ) ( 4,592 )

Other comprehensive income, net of tax — — — — — — 1,734 1,734

Share repurchases — 1,079 — — — ( 28,963 ) — ( 28,963 )

4 unchanged sentences

Business acquisitions 892 — 9 ( 7,186 ) — — — ( 7,177 )

September 30, 2025 143,757 89,653 $ 1,438 $ 1,828,903 $ 1,090,983 $ ( 1,046,152 ) $ ( 3,373 ) $ 1,871,799

March 31, 2026 145,734 91,435 $ 1,458 $ 1,831,208 $ 1,173,178 $ ( 1,110,111 ) $ ( 1,557 ) $ 1,894,176

Shares Treasury

14 unchanged sentences

Business acquisitions 3,777 — 38 15,229 — — — 15,267

September 30, 2024 137,934 87,746 $ 1,379 $ 850,076 $ 986,845 $ ( 910,537 ) $ 157 $ 927,920

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

See the accompanying notes to the unaudited condensed consolidated financial statements

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(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

Net income $ 161,612 $ 122,773

Adjustments to reconcile net income to net cash provided by operating activities:

Gain on sale of operations, net of tax

( 1,124 ) ( 4,953 )

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation and amortization expense 23,750 24,791

3 unchanged sentences

Deferred income taxes 14,660 4,320

Amortization of deferred financing fees 1,349 1,298

Other, net 837 ( 289 )

6 unchanged sentences

Other liabilities 6,599 ( 10,438 )

Net cash provided by operating activities 48,846 68,168

Net cash used in operating activities ( 25,515 ) ( 88,266 )

Cash flows from investing activities:

10 unchanged sentences

Payment of bank debt ( 171,600 ) ( 358,100 )

Deferred financing costs ( 983 ) ( 241 )

Payment for acquisition of treasury stock ( 28,963 ) —

2 unchanged sentences

Payment of contingent consideration for acquisitions and client lists ( 6,301 ) ( 29,520 )

Other, net ( 436 ) —

Net cash used in financing activities ( 75,233 ) ( 85,222 )

Net cash (used in) provided by financing activities ( 12,578 ) 55,363

Net decrease in cash, cash equivalents and restricted cash ( 41,012 ) ( 37,864 )

19 unchanged sentences

SEC – United States Securities and Exchange Commission

Marcum Acquisition - the Transaction

Transaction – On November 1, 2024, the Company completed the acquisition of Marcum LLP (“Marcum”), an accounting and advisory services firm headquartered in New York City with offices in major markets throughout the United States, to expand the breadth and depth of the 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, 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 included in our Annual Report on Form 10-K for the year ended December 31, 2025, 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.”

Description of Business:

CBIZ, Inc., together with all of its wholly-owned subsidiaries ("CBIZ," the "Company," "we," "us," or "our"), is a diversified services company which, acting through its subsidiaries, has been providing professional business services since 1996, primarily to small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises throughout the United States and parts of Canada.

CBIZ manages and reports its operations along three practice groups:

Financial Services, Benefits and Insurance Services and National Practices.

is a leading professional services advisor to middle-market businesses nationwide.

With industry knowledge and expertise in accounting, tax, advisory, benefits, insurance, and technology, CBIZ delivers actionable insights to help clients anticipate what is next and discover new ways to accelerate growth to clients throughout the United States and parts of Canada.

Acting through its subsidiaries, it serves small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises.CBIZ manages and reports its operations along two practice groups:

Financial Services Group and Benefits and Insurance Services Group.

A further description of products and services offered by each of the practice groups is provided in Note 14, Segment Disclosures.

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

CBIZ CC, LLC, a sponsored captive core, is not expected to have any underwriting activities.

CBIZ Campus One Cell, LLC, a sponsored captive cell, provides stop-loss coverages to a group of higher education institutions who self-insure their medical and prescription drug benefits.

The term of the insurance policy is one year, and the insured is billed at the beginning of each month for that month’s coverage.

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

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

For the three and nine months ended September 30, 2025, revenue from the Captive Insurance Company was not material.

Basis of Consolidation:

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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 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 of adopting this ASU will have on our consolidated financial statements.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements.

The guidance in this ASU is effective for public companies with annual periods beginning after December 15, 2026, and interim periods within the annual period beginning after December 15, 2027.

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 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.

Accounting Standard Adopted in 2026 - In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments-Credit Losses (Topic 326):

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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

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 will have on our consolidated financial statements.

We adopted ASU 2025-05 in 2026 and the adoption had no material impact on our unaudited consolidated financial statements.

BUSINESS COMBINATIONS

Acquisition of Marcum LLP

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

The acquisition is referred to herein as the “Transaction”.

During the nine months ended September 30, 2025, the Company’s Condensed Consolidated Statements of Comprehensive Income included $ 840.0 million of revenue and $ 162.3 million of operating income associated with the results of operations of Marcum.

Stock Consideration Transferred

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 the Company’s common stock, which represents a fair value of 13.6 million shares issued as stock consideration.

Pursuant to the terms of the Transaction, with respect to the 13.6 million shares of stock consideration, approximately 5.8 million shares, in aggregate, were delivered from January 2, 2025 to October 1, 2025 to the selling shareholders.

The remaining 7.8 million shares will be delivered in 26 monthly installments starting on November 3, 2025.

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 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).

During the nine months ended September 30, 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.

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):

On November 1, 2024

Total consideration transferred

Assets acquired:

Account receivable 169,391

Unbilled revenue 23,247

Other current assets 24,431

Property and equipment 31,221

Other intangible assets 490,000

Right-of-use asset

Deferred income taxes, net 3,533

Total identifiable assets acquired

Liabilities assumed:

Account payable 27,278

Accrued personnel costs 55,220

Other current liabilities 67,156

Contingent purchase price assumed (current and non-current) 24,947

Lease liabilities (current and non-current) 174,256

Other non-current liabilities 1,295

Total liabilities assumed 350,152

Net asset acquired 558,511

Goodwill $ 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 value 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.

Refer to Note 2, Business Combinations, to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024 for further discussion of the Transaction.

Pursuant to the terms of the Transaction, with respect to the 13.6 million shares of stock consideration, approximately 7.3 million shares, in aggregate, were delivered from January 2, 2025 to March 31, 2026 to the selling shareholders.

The remaining 6.2 million shares will be delivered in 21 monthly installments starting on April 1, 2026.

Working Capital Adjustment Related to Transaction

During the three months ended March 31, 2026, the Company finalized the working capital and related purchase price adjustment associated with the Transaction in accordance with the applicable provisions of the Merger Agreement.

As a result, the Company received $ 46.5 million in cash on January 26, 2026.

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

Total cash received from the finalization of working capital adjustment was $ 50.0 million during the three months ended March 31, 2026.

The Company recorded a gain of $ 57.2 million related to this final working capital adjustment.

Additionally, the Company recorded a gain of $ 0.8 million associated with other acquisition related adjustments.

Both gains were reported as Gain from acquisition related adjustments, net in the accompanying condensed consolidated statements of operations.

In addition to the cash received from the final working capital adjustment, the Company received $ 3.1 million in cash from an indemnity escrow associated with the Transaction.

Total cash received on January 26, 2026 was $ 53.1 million.

ACCOUNTS RECEIVABLE, NET

1 unchanged sentence

Unbilled revenue is recorded at estimated net realizable value.

Assessing the collectability of the receivables (billed and unbilled) requires management judgment based on a combination of factors, including but not limited to, an evaluation of our historical incurred loss experience, credit-worthiness of our clients, age of the trade receivable balance, current economic conditions that may affect a client’s ability to pay, and reasonable and supportable forecasts.

Receivables are charged-off against the allowance when the balance is deemed uncollectible.

Accounts receivable, net, at September 30, 2025 and December 31, 2024 was as follows (in thousands):

September 30,

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

2026 December 31,

4 unchanged sentences

Accounts receivable, net $ 769,442 $ 555,995

Changes to the allowance for doubtful accounts for the nine months ended September 30, 2025 and year ended December 31, 2024 were as follows (in thousands):

September 30,

Changes to the allowance for doubtful accounts for the three months ended March 31, 2026 and year ended December 31, 2025 were as follows (in thousands):

2026 December 31,

4 unchanged sentences

DEBT AND FINANCING ARRANGEMENTS

2024 Credit Facilities - Our primary debt financing arrangement is the Amended and Restated Credit Agreement, dated as of November 1, 2024, as amended by the First Amendment, dated as of March 7, 2025, by and among the Company, CBIZ, Inc.

as the borrower, the lenders party thereto from time to time and Bank of America, N.A., as the agent, which provides $ 2.0 billion in senior secured credit facilities, consisting of term loans with an original principal amount of $ 1.4 billion (the “Term Loan”) and a $ 600.0 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan, as may be further amended, restated, supplemented or otherwise modified from time to time, the "2024 Credit Facilities").

On April 29, 2025, the Company entered into a Second Amendment (the "Debt Amendment") to the 2024 Credit Facilities.

The Debt Amendment added a usual and customary "Available Amount" basket available for making of certain investments and/or restricted payments (including share repurchases) from time to time subject to the satisfaction of certain terms and conditions set forth therein and made certain other technical changes.

The changes resulting from the Debt Amendment were accounted for as a modification under ASC 470, Debt ("ASC 470") with an immaterial impact to the financial statements.

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

2024 Credit Facilities - Our primary financing arrangement is the 2024 Credit Facilities.

The 2024 Credit Facilities is a $ 2.0 billion senior secured credit facilities, consisting of a $ 1.4 billion term loan (the “Term Loan”) and $ 600.0 million revolving credit facility (the “Revolving Credit Facility”).

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

The Term Loan provides for scheduled annual principal amortization payments of 5 % in the first two years following closing, 7.5 % annually in the third and fourth year following closing and 10 % in the fifth year following closing, with the balance due at maturity.

The 2024 Credit Facilities contain certain restrictive covenants customary for facilities of this type, including restrictions on indebtedness, liens or other encumbrances, making certain payments, investments, or to sell or otherwise dispose of a substantial portion of assets, or to merge or consolidate with an unaffiliated entity.

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

The 2024 Credit Facilities contains certain restrictive covenants customary for facilities of this type, including restrictions on indebtedness, liens or other encumbrances, making certain payments, investments, or to sell or otherwise dispose of a substantial portion of assets, or to merge or consolidate with an unaffiliated entity.

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

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

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

The 2024 Credit Facilities 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 Total Net Leverage Ratio not exceed 5.00 to 1.00 initially, stepping down in increments to 3.75 to 1.00 during and after the seventh fiscal quarter after the closing (with a limited ability to temporarily increase in connection with material acquisitions commencing in the sixth fiscal quarter after the closing).

The 2024 Credit Facilities also 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 our previous amended

and restated 2022 credit facility, but with increases to certain baskets and caps and certain other exceptions.

As of September 30, 2025, we were in compliance with all covenants under the 2024 Credit Facilities.

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

September 30, 2025 December 31, 2024

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

In addition, the 2024 Credit Facilities includes a financial covenant requiring that Total Net Leverage Ratio not exceed 5.00 to 1.00 initially, stepping down in increments to 3.75 to 1.00 during and after the seventh fiscal quarter after the closing (with a limited ability to temporarily increase in connection with material acquisitions commencing in the sixth fiscal quarter after the closing).

The 2024 Credit Facilities also requires a Minimum Consolidated Interest Coverage Ratio of 3.00 to 1.00 and affirmative and negative covenants that are in each case generally similar to those contained in our previous amended and restated 2022 credit facility, but with increases to certain baskets and caps and certain other exceptions.

As of March 31, 2026, we were in compliance with all covenants under the 2024 Credit Facilities.

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

March 31, 2026 December 31, 2025

Short-term debt

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Total long-term debt $ 1,461,203 $ 1,389,552

The blended effective interest rates under the 2024 Credit Facilities and the 2022 credit facility, including the impact of interest rate swaps associated with those credit facilities, for the nine months ended September 30, 2025 and 2024 were as follows:

Nine Months Ended

September 30,

The blended effective interest rates under the 2024 Credit Facilities, including the impact of interest rate swaps associated with those credit facilities, for the three months ended March 31, 2026 and 2025 were as follows:

Three Months Ended

Weighted average rates 6.11 % 6.57 %

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3.18 % - 8.75 %

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

We had approximately $ 333.4 million of available funds under the 2024 Credit Facilities at March 31, 2026, based on the terms of the commitment.

Available funds under the 2024 Credit Facilities are based on a multiple of earnings before interest, taxes, depreciation and amortization as defined in the 2024 Credit Facilities, and are reduced by letters of credit, other indebtedness and outstanding borrowings under the 2024 Credit Facilities.

Under the 2024 Credit Facilities, loans are charged an interest rate consisting of a base rate or term SOFR rate plus an applicable margin, letters of credit are charged based on the same applicable margin, and a commitment fee is charged on the unused portion of the 2024 Credit Facilities.

Refer to Note 10, Debt and Financing Arrangements, to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024 for further discussion on the 2024 Credit Facilities and the 2022 credit facility.

Refer to Note 10, Debt and Financing Arrangements, to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025 for further discussion on the 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.

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We utilize this line of credit to support our short-term funding requirements of payroll client fund obligations due to the investment of client funds, rather than liquidating client funds that have already been invested in available-for-sale securities.

The line of credit did no t have a balance outstanding at September 30, 2025 or December 31, 2024.

The line of credit did no t have a balance outstanding at March 31, 2026 or December 31, 2025.

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, for the three and nine months ended September 30, 2025 and 2024 was as follows (in thousands):

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

2025 2024 2025 2024

Credit facilities $ 27,953 $ 4,968 $ 80,973 $ 15,360

Other 7 — 10 3

Total $ 27,960 $ 4,968 $ 80,983 $ 15,363

Interest Expense - Interest expense, including amortization of deferred financing costs, commitment fees, line of credit fees, and other applicable bank charges, for the three months ended March 31, 2026 and 2025 was $ 23.9 million and $ 25.2 million, respectively.

COMMITMENTS AND CONTINGENCIES

Letters of Credit and Guarantees - We provide letters of credit to landlords (lessors) of our leased premises in lieu of cash security deposits, which totaled $ 3.2 million and $ 3.2 million at September 30, 2025 and December 31, 2024, respectively.

Letters of Credit and Guarantees - We provide letters of credit to landlords (lessors) of our leased premises in lieu of cash security deposits, which totaled $ 3.2 million and $ 3.2 million at March 31, 2026 and December 31, 2025, respectively.

In addition, we provide license bonds to various state agencies to meet certain licensing requirements.

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

The amount of license bonds outstanding was $ 2.2 million and $ 2.1 million at March 31, 2026 and December 31, 2025, respectively.

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

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MOVEit Customer Data Security Breach Litigation , pending in the United States District Court for the District of Massachusetts (the “MDL”).

To date, the MDL has over 180 cases against over 100 different defendants, all with claims arising out of the cyberbreach by hackers of Progress Software Corporation’s MOVEit Transfer software.

The cases in the MDL, including the cases against CBIZ, are in their earliest stages, with a stay in place until the MDL Court issues a scheduling order.

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.

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

The MDL has a bellwether structure, under which defendants in the MDL cases have been divided into bellwether and non-bellwether defendants.

CBIZ is a non-bellwether defendant.

The 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 of 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 nine months ended September 30, 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.

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These funds held for clients are segregated and invested in accordance with our investment policy, which requires all investments carry an investment grade rating at the time of initial investment.

These investments, primarily consisting of corporate and municipal bonds, are classified as available-for-sale and are included in the “Funds held for clients” line item on the accompanying unaudited Condensed

Consolidated Balance Sheets.

The par value of these investments totaled $ 45.3 million and $ 41.3 million at September 30, 2025 and December 31, 2024, respectively, and these investments have maturity or callable dates ranging from October 2025 through February 2030.

At September 30, 2025, 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 par value of these investments totaled $ 45.5 million and $ 45.0 million at March 31, 2026 and December 31, 2025, respectively, and these investments have maturity or callable dates ranging from April 2026 through January 2031.

At March 31, 2026, unrealized losses on the securities were not material and have not been recognized as a credit loss because the bonds are investment grade quality and management is not required or does not intend to sell prior to an expected recovery in value.

The bond issuers continue to make timely principal and interest payments.

The following table summarizes activities related to these investments for the nine months ended September 30, 2025 and the year ended December 31, 2024 (in thousands):

Nine Months Ended September 30, 2025 Year Ended December 31, 2024

The following table summarizes activities related to these investments for the three months ended March 31, 2026 and the year ended December 31, 2025 (in thousands):

Three Months Ended March 31, 2026 Year Ended December 31, 2025

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

5 unchanged sentences

Fair value at end of period $ 45,053 $ 45,004

In addition to the available-for-sale debt securities discussed above, we also held other depository assets in the amount of $ 0.2 million and $ 0.2 million at September 30, 2025 and December 31, 2024, respectively.

In addition to the available-for-sale debt securities discussed above, we also held other depository assets in the amount of $ 0.1 million and $ 0.5 million at March 31, 2026 and December 31, 2025, respectively.

Those depository assets are classified as Level 1 in the fair value hierarchy.

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Refer to Note 7, Financial Instruments, to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025 for further discussion on our interest rate swaps.

The following table summarizes our outstanding interest rate swaps and their classification in the accompanying unaudited Condensed Consolidated Balance Sheets at September 30, 2025 and December 31, 2024 (amounts in thousands, except percentages):

September 30, 2025

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

March 31, 2026

Amount Fixed Rate Expiration Fair

Value Balance Sheet Location

Interest rate swap (1)

$ 100,000 4.047 % 7/14/2026 $ ( 294 ) Other current liability

Interest rate swap $ 30,000 1.186 % 12/14/2026 $ 829 Other non-current asset

Interest rate swap (1)

$ 100,000 3.850 % 7/14/2027 $ ( 828 ) Other non-current liability

Interest rate swap $ 20,000 2.450 % 8/14/2027 $ 330 Other non-current asset

Interest rate swap $ 100,000 4.047 % 7/14/2026 $ ( 110 ) Other current liability

Interest rate swap $ 30,000 1.186 % 12/14/2026 $ 523 Other current asset

Interest rate swap $ 100,000 3.850 % 7/14/2027 $ ( 279 ) Other non-current liability

Interest rate swap $ 20,000 2.450 % 8/14/2027 $ 316 Other non-current asset

Interest rate swap $ 25,000 3.669 % 4/14/2028 $ ( 53 ) Other non-current liability

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Interest rate swap $ 50,000 3.703 % 3/14/2030 $ ( 316 ) Other non-current liability

Interest rate swap $ 50,000 3.503 % 4/14/2030 $ 46 Other non-current asset

Interest rate swap

2 unchanged sentences

$ 50,000 3.680 % 7/15/2030 $ ( 275 ) Other non-current liability

(1) Entered into during the third quarter of 2025.

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

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

The following table summarizes the effects of the interest rate swaps on the accompanying Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Loss Recognized

in AOCI, net of tax

Gain Reclassified

The following table summarizes the effects of the interest rate swaps on the accompanying Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025 (in thousands):

Gain (Loss) Recognized

in AOCI, net of tax Gain Reclassified

from AOCI into Expense

Three Months Ended

September 30, Three Months Ended

September 30,

2025 2024 2025 2024

Interest rate swaps $ ( 636 ) $ ( 1,818 ) $ 846 $ 1,186

(Loss) Gain Recognized

in AOCI, net of tax

Gain Reclassified

from AOCI into Expense

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

March 31, Three Months Ended

2026 2025 2026 2025

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FAIR VALUE MEASUREMENTS

The following table summarizes our assets and (liabilities) at September 30, 2025 and December 31, 2024, respectively, that are measured at fair value on a recurring basis subsequent to initial recognition and indicates the fair value hierarchy of the valuation techniques utilized by us to determine such fair value (in thousands):

Level September 30, 2025 December 31, 2024

The following table summarizes our assets and (liabilities) at March 31, 2026 and December 31, 2025, respectively, that are measured at fair value on a recurring basis subsequent to initial recognition and indicates the fair value hierarchy of the valuation techniques utilized by us to determine such fair value (in thousands):

Level March 31, 2026 December 31, 2025

Assets of deferred compensation plan 1 $ 181,515 $ 186,870

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Contingent purchase price liabilities 3 $ ( 35,977 ) $ ( 40,248 )

During the nine months ended September 30, 2025 and 2024, there were no transfers between the valuation hierarchy Levels 1, 2 and 3.

The following table summarizes the change in Level 3 fair values of our contingent purchase price liabilities for the nine months ended September 30, 2025 and 2024 (pre-tax basis, in thousands):

During the three months ended March 31, 2026 and 2025, there were no transfers between the valuation hierarchy Levels 1, 2 and 3.

The following table summarizes the change in Level 3 fair values of our contingent purchase price liabilities for the three months ended March 31, 2026 and 2025 (pre-tax basis, in thousands):

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

Additions from business acquisitions ( 1,835 ) ( 757 )

Contingent purchase price liabilities assumed — ( 5,231 )

Settlement of contingent purchase price liabilities 6,301 32,228

1 unchanged sentence

Change in net present value of contingencies ( 323 ) ( 637 )

Ending balance – September 30 $ ( 41,257 ) $ ( 78,002 )

The following table summarizes the changes in contingent purchase price consideration for previous acquisitions and contingent payments made for previous business acquisitions in the three and nine months ended September 30, 2025 and 2024, respectively (in thousands):

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

2025 2024 2025 2024

Ending balance – March 31 $ ( 35,977 ) $ ( 65,963 )

The following table summarizes the changes in contingent purchase price consideration for previous acquisitions and contingent payments made for previous business acquisitions in the three months ended March 31, 2026 and 2025, respectively (in thousands):

Three Months Ended March 31,

Net expense $ 195 $ 467

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OTHER COMPREHENSIVE INCOME

The following table is a summary of other comprehensive income and discloses the tax impact of each component of other comprehensive (loss) income for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net unrealized gain on available-for-sale securities, net of taxes (1)

The following table is a summary of other comprehensive income (loss) and discloses the tax impact of each component of other comprehensive income (loss) for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

Net unrealized (loss) gain on available-for-sale securities, net of taxes (1)

$ ( 249 ) $ 72

Net unrealized (loss) on interest rate swaps, net of taxes (2)

Net unrealized gain (loss) on interest rate swaps, net of taxes (2)

1,991 ( 1,301 )

Foreign currency translation ( 8 ) ( 6 )

Total other comprehensive (loss), net of tax

$ ( 1,242 ) $ ( 2,497 ) $ ( 4,592 ) $ ( 1,621 )

(1) Net of income tax expense of $ 12 and $ 85 for the three months ended September 30, 2025 and 2024, respectively.

Net of income tax expense of $ 63 and $ 174 for the nine months ended September 30, 2025 and 2024, respectively.

(2) Net of income tax benefit of $ 422 and $ 903 for the three months ended September 30, 2025 and 2024, respectively.

Net of income tax benefit of $ 1,578 and $ 680 for the nine months ended September 30, 2025 and 2024, respectively.

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.

Total other comprehensive income (loss), net of tax $ 1,734 $ ( 1,235 )

(1) Net of income tax benefit of $ 99 and income tax expense of $ 29 for the three months ended March 31, 2026 and 2025, respectively.

(2) Net of income tax expense of $ 661 and income tax benefit of $ 434 for the three months ended March 31, 2026 and 2025, respectively.

Common Stock Issued for the Transaction - Pursuant to the Merger Agreement and as part of the total purchase price consideration, we issued shares of our common stock to the selling shareholders in the Transaction.

Refer to Note 3, Business Combinations, for more detail.

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

Share Repurchase Program - Over the past twenty years , our Board of Directors has annually renewed the Company’s share repurchase program, 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, 2025, permitting repurchases through March 31, 2026.

Share Repurchase Program - Over the past twenty years , our Board of Directors has annually renewed the Company’s Share Repurchase Program.

On February 11, 2025, the Board of Directors renewed and authorized the Share Repurchase Program, permitting repurchases through March 31, 2026, of up to 5 million shares of our outstanding common stock (i) in the open market, (ii) in privately negotiated transactions, or (iii) under Rule 10b5-1 trading plans.

On February 11, 2026, our Board of Directors authorized the continuation of the Share Repurchase Program.

It was effective beginning on February 11, 2026 from which the amount of shares of common stock available to be purchased by the Company was reset to 5 million shares, and the Share Repurchase Program expires on March 31, 2027.

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

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

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

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

We repurchased 0.1 million shares of our common stock for a total cost of $ 3.5 million under the ROFR Agreement and 1.0 million shares of our common stock in the open market for $ 25.5 million during the three months ended March 31, 2026.

During the three months ended March 31, 2025, we made no share repurchases under the ROFR Agreement or from the open market.

Additionally, to settle statutory employee withholdings related to vesting of stock awards, we repurchased 0.1 million shares of our common stock at a cost of $ 2.6 million during the three months ended March 31, 2026 and 0.1 million shares at a cost of $ 7.7 million during the three months ended March 31, 2025.

EMPLOYEE STOCK PLANS

On May 10, 2023, the shareholders of the Company approved an amendment to the 2019 Stock Omnibus Incentive Plan (the “2019 Plan”).

The amendment added 1.5 million shares to the total number of shares that may be issued under the 2019 Plan.

All other aspects of the 2019 Plan remain unchanged.

The 2019 Plan, which expires in 2029, permits the grant of various forms of stock-based awards.

A maximum of 4.6 million stock options, restricted stock or other stock-based compensation awards may be granted.

We granted various stock-based awards under the CBIZ, Inc.

2019 Stock Omnibus Incentive Plan, as amended (the “2019 Plan”).

The 2019 Plan, which expires in 2029, permits a maximum of 4.6 million stock options, restricted stock or other stock-based compensation awards may be granted.

The terms and vesting schedules for the stock-based awards vary by type and date of grant.

Shares subject to award under the 2019 Plan may be either authorized but unissued shares of our common stock or treasury shares.

Refer to Note 15, Employee Stock Plans to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024 for further discussion on the 2019 Plan.

Compensation expense for stock-based awards recognized during the three and nine months ended September 30, 2025 and 2024 was as follows (in thousands):

Refer to Note 15, Employee Stock Plans to the consolidated financial statements

contained in our Annual Report on Form 10-K for the year ended December 31, 2025 for further discussion on the 2019 Plan and descriptions of the types of stock-based awards.

Compensation expense for stock-based awards recognized during the three months ended March 31, 2026 and 2025 was as follows (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Restricted stock units and awards $ 6,370 $ 4,859

1 unchanged sentence

Total stock-based compensation expense $ 7,530 $ 5,639

Stock Options and Restricted Stock Units and Awards – The Company did no t grant any stock options, no r were any stock options exercised during the nine months ended September 30, 2025.

As of September 30, 2025, we have 150 thousand stock options outstanding with a weighted average exercise price per share of $ 35.22 .

The following table presents our restricted stock units and awards activity during the nine months ended September 30, 2025 (in thousands, except per share unit data):

Stock Options and Restricted Stock Units and Awards – The Company did no t grant any stock options, no r were any stock options exercised during the three months ended March 31, 2026.

As of March 31, 2026, we have 150 thousand stock options outstanding with a weighted average exercise price per share of $ 35.22 .

During the first quarter of 2026, the Company granted a total of 698 thousand Restricted Stock Units ("RSU") to certain employees, of which 324 thousand RSUs vest on the third anniversary of the grant date, 99 thousand RSUs vest on the second anniversary of the grant date, and 275 thousand RSUs vest evenly over three years .

The following table presents our restricted stock units and awards activity during the three months ended March 31, 2026 (in thousands, except per share unit data):

Restricted Stock Units and Awards

5 unchanged sentences

Expired or canceled — $ —

Outstanding at September 30, 2025 923 $ 70.35

Outstanding at March 31, 2026 1,523 $ 51.15

(1) Represents weighted average market value of the shares;

1 unchanged sentence

Performance Share Units (“PSUs”) – PSUs are earned based on our financial performance over a contractual term of three years and the associated expense is recognized over that period based on the fair value of the award.

A three-year cliff vesting schedule of the PSUs is dependent upon the Company’s performance relative to pre-established goals based on an earnings per share target (weighted 70 %) and total growth in revenue (weighted 30 %).

A three-year cliff vesting schedule of the PSUs is dependent upon the Company’s performance measured against pre-established goals which are mainly based on a weighted combination of an earnings per share target and a total growth in revenue target or relative total shareholder return target.

The fair value of PSUs is calculated using the market value of a share of our common stock on the date of grant.

For performance achieved above specified levels, the recipient may earn additional shares of stock, not to exceed 200 % of the number of PSUs initially granted.

For the PSUs granted in 2025, the recipients may earn additional shares of stock, not to exceed 300 % of the number of PSUs initially granted if performance achieved above specified levels.

The following table presents our PSUs activity during the nine months ended September 30, 2025 (in thousands, except per share unit data):

Share Units Weighted

For performance achieved above specified levels, the recipient may earn additional shares of stock, not to exceed 200 % of the number of PSUs initially granted, except for the PSUs granted in 2025 that shall not to exceed 300 %.

The following table presents our PSUs activity during the three months ended March 31, 2026 (in thousands, except per share unit data):

Share Units Weighted Average Grant-Date

Fair Value Per Unit (1)

Outstanding at beginning of year 253 $ 64.83

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Vested ( 102 ) $ 48.40

Adjustments for performance results 25 $ 49.49

Outstanding at September 30, 2025 267 $ 63.99

Outstanding at March 31, 2026 407 $ 45.98

(1) Represents weighted average market value of the PSUs;

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EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2025 and 2024 (in thousands, except per share data):

The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2026 and 2025 (in thousands, except per share data):

Three Months Ended

September 30, Nine Months Ended

September 30,

$ 161,612 $ 122,773

$ 30,146 $ 35,084 $ 194,861 $ 131,761

Weighted average common shares outstanding 61,424 63,843

62,360 50,145 63,243 50,101

Stock options (1)

Restricted stock units and awards (1)

152 74 170 76

Performance share units — —

4 unchanged sentences

Diluted earnings per share $ 2.63 $ 1.91

(1) A total of 13.6 million shares that were issued as consideration in connection with the Transaction are included for the three and nine months ended September 30, 2025.

Refer to Note 3, Business Combinations for more detail.

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

A total of 8 thousand and 49 thousand shares of stock-based awards were excluded from the calculation of diluted earnings per share for the three and nine months ended September 30, 2024, respectively, as their effect would be anti-dilutive.

(1) A total of 369 thousand and 44 thousand shares of stock-based awards were excluded from the calculation of diluted earnings per share for the three months ended March 31, 2026 and 2025 , respectively, as their effect would be anti-dilutive.

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

(4) The denominator used in calculating diluted earnings per share did not include 151 thousand PSUs for both the three and nine months ended September 30, 2025.

The denominator used in calculating diluted earnings per share did not include 158 thousand PSUs for both the three and nine months ended September 30, 2024.

The performance conditions associated with

these PSUs were not met and consequently none of these PSUs were considered as issuable for the three and nine months ended September 30, 2025 and 2024.

(3) The denominator used in calculating diluted earnings per share did not include 407 thousand PSUs for the three months ended March 31, 2026.

The denominator used in calculating diluted earnings per share did not include 239 thousand PSUs for the three months ended March 31, 2025.

The performance conditions associated with these PSUs were not met and consequently none of these PSUs were considered as issuable for the three months ended March 31, 2026 and 2025.

During the first quarter of 2026, we completed certain organizational changes which resulted in a change to our presentation of reportable segments.

The National Practice practice group, which consisted of a single reporting unit, is now included in the Financial Services practice group to align the internal management and reporting structure with the services provided by the practice groups.

As of February 28, 2026, immediately after the organizational changes, there are a total of five reporting units, of which three are within the Financial Services practice group and two are within the Benefits and Insurances practice group.

As a result of the aforementioned changes in reporting units, we performed a qualitative assessment immediately before the change in reporting units as it relates to the two reporting units impacted by the change.

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

The change in reporting units is considered a triggering event.

We performed a quantitative assessment immediately after the change in reporting units by comparing the fair values of the reporting units to their respective carrying values.

In measuring the estimated fair value of each reporting unit, we utilized a combination of an income approach and a market approach.

Under the income approach, a discounted cash flow analysis is performed with estimates based on forecasted and projected operating cash flows, with significant assumptions related to revenue growth rates, profitability margins, and discount rates, which all vary among reporting units.

The market approach utilizes the guideline public

company method and is based on revenue and earnings multiple data derived from publicly traded peer group companies.

Based on the results of the quantitative assessment, we concluded that the estimated fair values of our reporting units immediately after the change were in excess of their respective carrying values, and goodwill was not impaired.

We have experienced a decline in the Company's market capitalization.

This decline, along with increases in discount rates used in the impairment analysis, reduced the excess of fair value over carrying value of our Financial Accounting Services reporting unit within the Financial Services practice group, which exceeded its carrying value by approximately 7.4 %, and of our Property and Casualty reporting unit within our Benefits and Insurance Services practice group, which exceeded its carrying value by approximately 14.5 %.

As of March 31, 2026, the carrying value of Financial Accounting Services' goodwill was $ 1,679.9 million and the carrying value of Property and Casualty's goodwill was $ 78.8 million.

It is possible, depending upon a number of factors that are not determinable at this time or within our control, that the fair value of one or more of our reporting units could decrease in the future, which could result in an impairment to goodwill.

Such factors include failure to achieve the anticipated benefits of the Transaction, significant negative industry or economic trends, disruptions to our business, adverse changes resulting from new governmental regulations, negative impact on client list due to loss of customers, impact on client list due to declining revenue of existing customers, or divestitures.

Additionally, further declines in our market capitalization may result in the need for impairment assessments in the future, which could result in the recognition of an impairment charge.

Further, any significant adverse change in our near or long-term projections or macroeconomic conditions could result in future impairment charges, which could be material.

A summary of changes in the carrying amount of goodwill by operating segment for the three months ended March 31, 2026 is as follows (in thousands):

Services Benefits and

Services National Practice Total

Gross Goodwill at December 31, 2025 $ 2,039,675 $ 340,238 $ 33,873 $ 2,413,786

Accumulated impairment ( 44,047 ) ( 7,733 ) ( 32,207 ) ( 83,987 )

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

Additions 3,010 — — 3,010

Transfer - Gross goodwill (1)

33,873 — ( 33,873 ) —

Transfer - Accumulated impairment (1)

( 32,207 ) — 32,207 —

Gross Goodwill at March 31, 2026 2,076,558 340,238 — 2,416,796

Accumulated impairment ( 76,254 ) ( 7,733 ) — ( 83,987 )

Goodwill, Net at March 31, 2026 $ 2,000,304 $ 332,505 $ — $ 2,332,809

(1) Reflects change in reporting units which is the transfer of the reporting unit previously included under the National Practice segment to the Financial Services segment during the three months ended March 31, 2026.

SEGMENT DISCLOSURES

Our business units have been aggregated into three practice groups:

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

The business units have been aggregated based on the following factors:

similarity of the products and services provided to clients;

similarity of the regulatory environment in which they operate;

and similarity of economic conditions affecting long-term performance.

The business units are managed along these segment lines.

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

As discussed in Note 13.

Goodwill, the National Practices reportable segment, which consisted of a single reporting unit, was combined with a reporting unit included in the Financial Services practice group to better align our current internal management information reviewed by Chief Operating Decision Maker and reporting structure with the services provided.

As a result of these changes, we now operate with two reportable segments:

Financial Services and Benefits and Insurances Services.

Financial results of the Financial Service Practice Group for the three months ended March 31, 2025 were adjusted to reflect the change in reportable segments.

Corporate and Other - Included in Corporate and Other are operating expenses that are not directly allocated to the individual business units.

3 unchanged sentences

Performance of the practice groups is evaluated on income (loss) before income tax expense (benefit) excluding those costs listed above, which are reported in “Corporate and Other."

The practice groups respective revenue and pre-tax income, significant segment expenses, and a reconciliation of segment profit or loss measure to the consolidated income before income tax expense for the three and nine months ended September 30, 2025 and 2024 is presented below.

The practice groups respective revenue and pre-tax income, significant segment expenses, and a reconciliation of segment profit or loss measure to the consolidated income before income tax expense for the three months ended March 31, 2026 and 2025 is presented below.

The segment profit or loss measure for the three months ended March 31, 2025 has been restated and reflects the current two reportable segments.

We do not manage our assets on a segment basis, therefore segment assets are not presented below.

Segment information for the three and nine months ended September 30, 2025 and 2024 was as follows (in thousands):

Three Months Ended September 30, 2025

Services Benefits and

Services National

Practices Total

Revenue from external customers $ 578,522 $ 103,387 $ 11,909 $ 693,818

Significant expenses:

Personnel costs 381,106 65,222 10,560 456,888

Facility costs 22,937 3,219 2 26,158

Other costs, gains, and losses, net (1)

80,417 15,599 ( 1,001 ) 95,015

Total segment expense 484,460 84,040 9,561 578,061

Segment income before income tax expense 94,062 19,347 2,348 115,757

Corporate & other:

Unallocated corporate operating expenses 25,081

General & administrative expenses 31,265

Interest expense 27,960

Other income, net ( 8,955 )

Consolidated income before income tax expense $ 40,406

Three Months Ended September 30, 2024

Services Benefits and

Services National

Practices Total

Revenue from external customers $ 322,295 $ 104,040 $ 12,549 $ 438,884

Significant expenses:

Personnel costs 210,418 64,855 10,643 285,916

Facility costs 11,962 3,110 42 15,114

Other costs, gains, and losses, net (1)

38,244 14,998 ( 4,537 ) 48,705

Total segment expense 260,624 82,963 6,148 349,735

Segment income before income tax expense 61,671 21,077 6,401 89,149

Corporate & other:

Unallocated corporate operating expenses 11,266

General & administrative expenses 23,227

Interest expense 4,968

Other income, net ( 1,283 )

Consolidated income before income tax expense $ 50,971

Nine Months Ended September 30, 2025

Segment information for the three months ended March 31, 2026 and 2025 was as follows (in thousands):

Three Months Ended March 31, 2026

Services Benefits and

Services National

Practices Total

Services Total

Revenue from external customers $ 740,330 $ 108,249 $ 848,579

10 unchanged sentences

Interest expense 23,916

Other income, net ( 31,831 )

Gain from acquisition related adjustment,net ( 57,955 )

Other expense, net 3,518

Consolidated income before income tax expense $ 226,472

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Services Benefits and

Services National

Practices Total

Services Total

Revenue from external customers $ 725,038 $ 112,976 $ 838,014

10 unchanged sentences

Interest expense 25,156

Other income, net ( 12,893 )

Other expense, net 2,477

Consolidated income before income tax expense $ 172,910

(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.

SUBSEQUENT EVENTS

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

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

What changed 10-Q

Item 1. Financial Statements