CBIZ, Inc. 10-K/A

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information for Common Stock - Our common stock is traded on the NYSE under the trading symbol “CBZ.” Holders of Record - The number of holders of our common stock based on record ownership as of December 31, 2025 was approximately 2,958. Dividends - Historically, we have not paid cash dividends on our common stock. Refer to Note 10, Debt and Financing Arrangements, to the accompanying consolidated financial statements for information relating to restrictions on declaring or making dividend payments under our 2024 Credit Facilities. Recent Sales of Unregistered Securities - During the year ended December 31, 2025, we issued approximately 6.5 million shares of our common stock as payment for current year acquisitions, as well as payment for contingent consideration for current year and previous acquisitions. The above referenced shares were issued in transactions not involving a public offering in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act. The persons to whom the shares were issued had access to full information about the Company and represented that they acquired the shares for their own account and not for the purpose of distribution. The certificates for the shares contain a restrictive legend advising that the shares may not be offered for sale, sold, or otherwise transferred without having first been registered under the Securities Act or pursuant to an exemption from the Securities Act. S hares Purchased and Delivered Under Employee Stock Purchase Plan - The Company has discovered that it inadvertently purchased and delivered from October 16, 2023 to April 15, 2026 up to 481,049 shares of its common stock (the “ Eligible Shares ”) in excess of the number shares available under the ESPP and registered on Form S-8 registration statements. On July 28, 2026, the Company’s board of directors approved the Company making a voluntary rescission offer to current and former eligible ESPP participants who acquired Eligible Shares pursuant to the ESPP between October 16, 2023 and April 15, 2026 (the “ Eligible Participants ”). There have been no additional purchases under the ESPP since April 15, 2026. The Company believes that the failure to register a sufficient number of shares of common stock under the ESPP and the planned voluntary rescission offer will not have a material impact on its results of operations, financial condition, or liquidity, and that the Company’s previously issued consolidated financial statements fairly present, in all material respects, the financial condition, results of operations and cash flows of the Company for all periods presented in the Original Form 10-K in accordance with U.S. generally accepted accounting principles. The Company currently intends to make the voluntary rescission offer to the Eligible Participates in the third quarter of 2026. This report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom. Issuer Purchases of Equity Securities - Shares repurchased during the three months ended December 31, 2025 (reported on a trade-date basis) are summarized in the table below (in thousands, except per share data). Average price paid per share includes fees and commissions. Issuer Purchases of Equity Securities Fourth Quarter Purchases Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Maximum Number of Shares That May Yet Be Purchased Under the Plan October 1 – October 31, 2025 — $ — — 3,183 November 1 – November 30, 2025 26 $ 50.14 26 3,157 December 1 – December 31, 2025 595 $ 52.21 595 2,562 621 $ 52.12 621 27 Table of Contents Refer to Note 14, Common Stock, to the accompanying consolidated financial statements for further discussion on the Share Repurchase Program. Performance Graph - The graph below matches the cumulative five-year total return provided shareholders on CBIZ, Inc.’s common stock relative to the cumulative total returns of the S&P 500 index, the Russell 2000 index and two customized peer groups of five companies, respectively, whose individual companies are listed in footnotes 1 and 2 below. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock, in each index and in each of the peer groups on December 31, 2020 and is relative performance is tracked through December 31, 2025. (1) There are five companies included in the Company's first customized peer group which are: Brown & Brown Inc., Resources Connection Inc., Paychex Inc., H&R Block Inc., and Willis Towers Watson Plc. (2) The five companies included in the Company's second customized peer group are: Brown & Brown Inc., FTI Consulting Inc., Paychex Inc., Resource Connection., and Huron Consulting Group Inc. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN * Among CBIZ, Inc., the S&P 500 Index, the Russell 2000 Index, 2024 Peer Group and 2025 Peer Group *$100 invested on December 31, 2020 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. Copyright© 2026 Standard & Poor's, a division of S&P Global. All rights reserved. Copyright© 2026 Russell Investment Group. All rights reserved. 28 Table of Contents 2020 2021 2022 2023 2024 2025 CBIZ, Inc. $ 100.00 $ 147.01 $ 176.06 $ 235.21 $ 307.52 $ 189.59 S&P 500 100.00 128.71 105.40 133.10 166.40 196.16 Russell 2000 100.00 114.82 91.35 106.82 119.14 134.40 2024 Peer Group 100.00 137.59 129.23 141.67 181.15 159.21 2025 Peer Group 100.00 147.29 129.02 146.01 182.30 151.50 The stock price performance included in this graph is not necessarily indicative of future stock price performance. ITEM 6. [RESERVED]