What changed in this filing

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Item 1. Financial Statements

2026-08-04 compared with 2026-04-30 · 261 added, 116 removed, 454 unchanged (45% of the section changed)

48 unchanged sentences

Treasury stock ( 1,148,632 ) ( 1,078,521 )

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

Accumulated other comprehensive income (loss) 699 ( 3,291 )

Total stockholders’ equity 1,867,732 1,762,067

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Revenue $ 682,206 $ 683,496 $ 1,530,785 $ 1,521,510

6 unchanged sentences

Gain from acquisition related adjustments, net — — 57,955 —

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

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

Other income, net 13,949 25,374 9,933 23,408

Total other (expense) income, net ( 10,386 ) ( 2,493 ) 19,637 ( 29,615 )

Income before income tax expense 23,686 57,779 238,215 230,689

22 unchanged sentences

(Loss) Income Total

March 31, 2026 145,734 91,435 1,458 1,831,208 1,164,353 ( 1,110,111 ) ( 1,557 ) 1,885,351

Net income — — — — 18,604 — — 18,604

Other comprehensive income, net of tax — — — — — — 2,256 2,256

Share repurchases — 1,300 — — — ( 38,509 ) — ( 38,509 )

Indirect repurchase of shares for minimum tax withholding — — — — — ( 12 ) — ( 12 )

Restricted stock units and awards 43 — — — — — — —

Stock-based compensation — — — 8,105 — — — 8,105

Business acquisitions 928 — 9 ( 8,072 ) — — — ( 8,063 )

June 30, 2026 146,705 92,735 $ 1,467 $ 1,831,241 $ 1,182,957 $ ( 1,148,632 ) $ 699 $ 1,867,732

Shares Treasury

Shares Common

Stock Additional

Capital Retained

Earnings Treasury

Stock Accumulated

Comprehensive

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

Net income — — — — 41,942 — — 41,942

Other comprehensive income, net of tax — — — — — — ( 2,115 ) ( 2,115 )

Share repurchases — 991 — — — ( 71,321 ) — ( 71,321 )

Indirect repurchase of shares for minimum tax withholding — 1 — — — ( 32 ) — ( 32 )

Restricted stock units and awards 21 — — — — — — —

Stock-based compensation — — — 6,600 — — — 6,600

Business acquisitions 906 — 9 2,059 — — — 2,068

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

Shares Treasury

Shares Common

Stock Additional

Capital Retained

Earnings Treasury

Stock Accumulated

Comprehensive

(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

7 unchanged sentences

Business acquisitions 1,820 — 18 ( 15,258 ) — — — ( 15,240 )

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

June 30, 2026 146,705 92,735 $ 1,467 $ 1,831,241 $ 1,182,957 $ ( 1,148,632 ) $ 699 $ 1,867,732

Shares Treasury

9 unchanged sentences

Other comprehensive loss, net of tax — — — — — — ( 3,350 ) ( 3,350 )

Share repurchases — 991 — — — ( 71,321 ) — ( 71,321 )

Indirect repurchase of shares for minimum tax withholding — 89 — — — ( 7,758 ) — ( 7,758 )

3 unchanged sentences

Business acquisitions 4,683 — 47 17,288 — — — 17,335

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

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

See the accompanying notes to the unaudited condensed consolidated financial statements

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

15 unchanged sentences

Other liabilities 28,354 ( 50,952 )

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

Net cash provided by operating activities 122,227 24,880

Cash flows from investing activities:

10 unchanged sentences

Payment of bank debt ( 450,300 ) ( 696,800 )

Deferred financing costs — ( 983 )

Payment for acquisition of treasury stock ( 67,472 ) ( 71,321 )

2 unchanged sentences

Payment of contingent consideration for acquisitions and client lists ( 18,211 ) ( 48,764 )

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

Other, net 337 —

Net cash used in financing activities ( 158,315 ) ( 33,249 )

Net decrease in cash, cash equivalents and restricted cash ( 57,548 ) ( 20,668 )

19 unchanged sentences

SEC – United States Securities and Exchange Commission

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.

Marcum 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 “Marcum 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.”

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, as amended, 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 “Marcum Transaction.”

Description of Business:

12 unchanged sentences

Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.

As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2025.

In the opinion of CBIZ management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2026.

3 unchanged sentences

Changes in Accounting Policies:

We have consistently applied the accounting policies for the periods presented as described in Note 1, Basis of Presentation and Significant Accounting Policies, to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025.

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

NEW ACCOUNTING PRONOUNCEMENTS

10 unchanged sentences

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

REVISION OF PREVIOUSLY ISSUED INTERIM FINANCIAL STATEMENTS

Nature of the Error

During the quarter ended June 30, 2026, the Company discovered it inadvertently purchased and delivered up to 481,049 shares of our common stock (the "excess shares") in excess of the number of shares available under its 2007 Employee Stock Purchase Plan (as amended from time to time, the “ESPP”) and registered pursuant to two registration statements on Form S-8.

The Company determined that it has an obligation to remediate this matter, including amounts expected to be paid to eligible participants for declines in shares price for shares currently held or lost profits for shares previously if sold, related interest, and applicable employer payroll taxes.

Management evaluated the error in accordance with the guidance in Staff Accounting Bulletin No.

99, Materiality , and Staff Accounting Bulletin No.

108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements .

Based on this evaluation, the Company determined, after an evaluation of both quantitative and qualitative factors, that the purchase and delivery of the excess shares did not have a material impact on the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended.

However, as a result of the purchase and delivery of the excess shares and the associated obligation, the Company has revised the previously issued interim financial information for the three months ended March 31, 2026 included in this Quarterly Report on Form 10-Q.

Impact of the Revision

The following tables summarize the effect of the revision on the Company's previously reported condensed consolidated financial statements (in thousands, except per share data):

Three Months Ended March 31, 2026

As Previously Reported Adjustment As Adjusted

Condensed Consolidated Balance Sheet Line Items:

Other current liabilities $ 70,002 $ 11,943 $ 81,945

Total current liabilities $ 655,902 $ 11,943 $ 667,845

Deferred income taxes, net $ 29,577 $ ( 3,118 ) $ 26,459

Total non-current liabilities $ 2,079,882 $ ( 3,118 ) $ 2,076,764

Total liabilities $ 2,735,784 $ 8,825 $ 2,744,609

Retained earnings $ 1,173,178 $ ( 8,825 ) $ 1,164,353

Total stockholders' equity $ 1,894,176 $ ( 8,825 ) $ 1,885,351

Three Months Ended March 31, 2026

As Previously Reported Adjustment As Adjusted

Condensed Consolidated Statements of Comprehensive Income Line Items:

Corporate general and administrative expenses $ 29,568 $ 11,943 $ 41,511

Income before income tax expense $ 226,472 $ ( 11,943 ) $ 214,529

Income tax expense $ 64,860 $ ( 3,118 ) $ 61,742

Net income $ 161,612 $ ( 8,825 ) $ 152,787

Earnings per share - basic $ 2.63 $ ( 0.14 ) $ 2.49

Earnings per share - diluted $ 2.63 $ ( 0.14 ) $ 2.49

Three Months Ended March 31, 2026

As Previously Reported Adjustment As Adjusted

Condensed Consolidated Statements of Cash Flow Line Items:

Net income $ 161,612 $ ( 8,825 ) $ 152,787

Deferred income taxes $ 14,660 $ ( 3,118 ) $ 11,542

Other liabilities $ 6,599 $ 11,943 $ 18,542

Net cash used in operating activities $ ( 25,515 ) $ — $ ( 25,515 )

BUSINESS COMBINATIONS

Marcum Acquisition

Stock Consideration Transferred

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.

Pursuant to the terms of the Marcum Transaction, with respect to the 13.6 million shares of stock consideration, approximately 8.2 million shares, in aggregate, were delivered from January 2, 2025 to June 30, 2026 to the selling shareholders.

The remaining 5.3 million shares will be delivered in 18 monthly installments starting July 1, 2026.

Working Capital Adjustment Related to the Marcum Transaction

During the six months ended June 30, 2026, the Company finalized the working capital and related purchase price adjustment associated with the Marcum Transaction in accordance with the applicable provisions of the Marcum 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.

Total cash received from the finalization of working capital adjustment was $ 50.0 million during the six months ended June 30, 2026.

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

1 unchanged sentence

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.

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 Marcum Transaction.

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

BINDZ Acquisition

On June 1, 2026, the Company acquired BINDZ Consulting Private Limited ("BINDZ"), an India-based professional services company, for $ 9.8 million in cash.

BINDZ previously played a critical role in supporting CBIZ’s client delivery across accounting and tax.

This acquisition allows CBIZ to scale its global capabilities in India, expanding capacity for delivery of its professional services.

BINDZ maintains its general ledger in local currency (or rupees).

The BINDZ financials are translated into US currency, which results in foreign currency translation gain and loss.

ACCOUNTS RECEIVABLE, NET

3 unchanged sentences

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

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

Accounts receivable, net, at June 30, 2026 and December 31, 2025 was as follows (in thousands):

2026 December 31,

4 unchanged sentences

Accounts receivable, net $ 711,919 $ 555,995

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):

Changes to the allowance for doubtful accounts for the six months ended June 30, 2026 and year ended December 31, 2025 were as follows (in thousands):

2026 December 31,

15 unchanged sentences

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

As of June 30, 2026, we were in compliance with all covenants under the 2024 Credit Facilities.

The balance outstanding under the 2024 Credit Facilities at June 30, 2026 and December 31, 2025 was as follows (in thousands):

June 30, 2026 December 31, 2025

Short-term debt

11 unchanged sentences

Total long-term debt $ 1,375,734 $ 1,389,552

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

The blended effective interest rates under the 2024 Credit Facilities, including the impact of interest rate swaps associated with those credit facilities, for the six months ended June 30, 2026 and 2025 were as follows:

Six Months Ended June 30,

Weighted average rates 6.06 % 6.67 %

1 unchanged sentence

3.18 % - 8.75 %

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.

We had approximately $ 418.3 million of available funds under the 2024 Credit Facilities at June 30, 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, 2025 for further discussion on 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, 2025, as amended, 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.

1 unchanged sentence

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 March 31, 2026 or December 31, 2025.

The line of credit did no t have a balance outstanding at June 30, 2026 or December 31, 2025.

The line of credit was renewed in July 2026 and will now terminate on July 30, 2027.

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.

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 six months ended June 30, 2026 and 2025 was as follows (in thousands):

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

2026 2025 2026 2025

Credit facilities $ 24,309 $ 27,862 $ 48,224 $ 53,018

Other 26 5 27 5

Total $ 24,335 $ 27,867 $ 48,251 $ 53,023

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 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 $ 2.1 million at March 31, 2026 and December 31, 2025, respectively.

The amount of license bonds outstanding was $ 2.1 million and $ 2.1 million at June 30, 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.

8 unchanged sentences

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.

The parties to the two CBIZ MOVEit matters have reached agreement in principle to settle such matters for a combined amount of $ 7.2 million, which CBIZ recorded as a loss as a component of Other income, net on the condensed consolidated statement of comprehensive income for the three and six months ended June 30, 2026.

CBIZ anticipates the full such amount being paid by applicable insurance coverage following approval by the MDL court of such settlement.

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

1 unchanged sentence

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.

We cannot predict the outcome of all such matters

or estimate the possible loss, if any.

Although the proceedings are subject to uncertainties in the litigation process and the ultimate disposition of these proceedings is not presently determinable, we intend to vigorously defend these matters.

Refer to Note 12, Commitments and Contingencies, 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 Company's commitments and contingencies.

Refer to Note 12, Commitments and Contingencies, to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended, for further discussion on the Company's commitments and contingencies.

FINANCIAL INSTRUMENTS

2 unchanged sentences

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 $ 45.5 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 par value of these investments totaled $ 45.3 million and $ 45.0 million at June 30, 2026 and December 31, 2025, respectively, and these investments have maturity or callable dates ranging from December 2026 through March 2031.

At June 30, 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 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

The following table summarizes activities related to these investments for the six months ended June 30, 2026 and the year ended December 31, 2025 (in thousands):

Six Months Ended June 30, 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 $ 44,778 $ 45,004

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.

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 $ 0.5 million at June 30, 2026 and December 31, 2025, respectively.

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

1 unchanged sentence

We do not purchase or hold any derivative instruments for trading or speculative purposes.

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 March 31, 2026 and December 31, 2025 (amounts in thousands, except percentages):

March 31, 2026

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, as amended, 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 June 30, 2026 and December 31, 2025 (amounts in thousands, except percentages):

June 30, 2026

Amount Fixed Rate Expiration Fair

2 unchanged sentences

Interest rate swap $ 30,000 1.186 % 12/14/2026 $ 361 Other current asset

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

Interest rate swap $ 100,000 3.850 % 7/14/2027 $ 92 Other non-current asset

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

Interest rate swap $ 25,000 4.488 % 10/14/2028 $ ( 570 ) Other non-current liability

Interest rate swap $ 20,000 2.450 % 8/14/2027 $ 334 Other non-current asset

Interest rate swap $ 25,000 3.669 % 4/14/2028 $ 110 Other non-current asset

Interest rate swap $ 25,000 4.488 % 10/14/2028 $ ( 322 ) Other non-current liability

Interest rate swap $ 50,000 3.703 % 3/14/2030 $ 238 Other non-current asset

Interest rate swap $ 50,000 3.503 % 4/14/2030 $ 594 Other non-current asset

Interest rate swap

$ 50,000 3.658 % 7/14/2030 $ ( 232 ) Other non-current liability

$ 50,000 3.658 % 7/14/2030 $ 329 Other non-current asset

Interest rate swap

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

$ 50,000 3.680 % 7/15/2030 $ 287 Other non-current asset

December 31, 2025

12 unchanged sentences

Refer to Note 9, 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 months ended March 31, 2026 and 2025 (in thousands):

The following table summarizes the effects of the interest rate swaps on the accompanying Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025 (in thousands):

Gain (Loss) Recognized

1 unchanged sentence

from AOCI into Expense

Three Months Ended

March 31, Three Months Ended

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

2026 2025 2026 2025

Interest rate swaps $ 2,246 $ ( 1,719 ) $ 38 $ 594

Gain (Loss) Recognized

in AOCI, net of tax Gain Reclassified

from AOCI into Expense

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

2026 2025 2026 2025

Interest rate swaps $ 4,303 $ ( 2,436 ) $ 127 $ 1,373

FAIR VALUE MEASUREMENTS

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

The following table summarizes our assets and (liabilities) at June 30, 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 June 30, 2026 December 31, 2025

Assets of deferred compensation plan 1 $ 202,044 $ 186,870

Available-for-sale debt securities 1 $ 45,053 $ 45,004

Other depository assets 1 $ 243 $ 470

Deferred compensation plan obligations 1 $ ( 201,964 ) $ ( 186,870 )

Available-for-sale debt securities 2 $ 44,778 $ 45,004

Interest rate swaps 2 $ 2,007 $ ( 3,602 )

2 unchanged sentences

Contingent purchase price liabilities 3 $ ( 21,012 ) $ ( 40,248 )

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):

During the six months ended June 30, 2026 and 2025, there were no transfers between the valuation hierarchy Levels 1, 2, and 3.

The Company reclassified its available-for-sale debt securities from Level 1 to Level 2 as these securities are not traded on an exchange as of June 30, 2026 and December 31, 2025.

The following table summarizes the change in Level 3 fair values of our contingent purchase price liabilities for the six months ended June 30, 2026 and 2025 (pre-tax basis, in thousands):

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

3 unchanged sentences

Change in net present value of contingencies ( 539 ) ( 1,657 )

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

Ending balance – June 30 $ ( 21,012 ) $ ( 48,733 )

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 six months ended June 30, 2026 and 2025, respectively (in thousands):

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

2026 2025 2026 2025

Net (income) expense $ ( 1,773 ) $ 1,020 $ ( 1,578 ) $ 1,487

Cash settlement paid $ 11,910 $ 19,245 $ 18,211 $ 48,764

Shares issued (number) 36 14 36 47

Refer to Note 8, Fair Value Measurements, 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 fair value measurements and classification of our financial assets and liabilities.

Refer to Note 8, Fair Value Measurements, to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended, for further discussion on the fair value measurements and classification of our financial assets and liabilities.

OTHER COMPREHENSIVE INCOME

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,

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 and six months ended June 30, 2026 and 2025 (in thousands):

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

2026 2025 2026 2025

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

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Total other comprehensive income (loss), net of tax $ 2,256 $ ( 2,115 ) $ 3,990 $ ( 3,350 )

(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.

(1) Net of income tax benefit of $ 39 thousand and income tax expense of $ 22 thousand for the three months ended June 30, 2026 and 2025, respectively.

Net of income tax expense of

$ 138 thousand and $ 51 thousand for the six months ended June 30, 2026 and 2025, respectively.

(2) Net of income tax expense of $ 616 thousand and income tax benefit of $ 722 thousanrd for the three months ended June 30, 2026 and 2025, respectively.

Net of income tax expense of $ 1,277 thousand and income tax benefit of $ 1,156 thousand for the six months ended June 30, 2026 and 2025, respectively.

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

Refer to Note 4, 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.

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

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

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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.

The continuation of the Share Repurchase Program was effective beginning on February 11, 2026 at which time the amount of shares of common stock available to be purchased by the Company was reset to 5 million shares.

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 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.

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, as amended, for more detail about the Share Repurchase Program.

We repurchased 0.2 million shares of our common stock for a total cost of $ 7.4 million under the ROFR Agreement and 2.1 million shares of our common stock in the open market for $ 60.1 million during the six months ended June 30, 2026.

During the six months ended June 30, 2025, we repurchased 1.0 million shares of our common stock for a cost of $ 71.3 million under the ROFR Agreement and no share repurchases 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 six months ended June 30, 2026 and 0.1 million shares at a cost of $ 7.8 million during the six months ended June 30, 2025.

EMPLOYEE STOCK PLANS

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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 2019 Plan, which expires in 2029, permits a maximum of 4.6 million stock options, restricted stock or other stock-based compensation awards to 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, 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):

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, as amended, 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 and six months ended June 30, 2026 and 2025 was as follows (in thousands):

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Restricted stock units and awards $ 6,382 $ 5,289 $ 12,752 $ 10,148

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Total stock-based compensation expense $ 8,105 $ 6,600 $ 15,635 $ 12,239

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):

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 six months ended June 30, 2026.

As of June 30, 2026, we have 150 thousand stock options outstanding with a weighted average exercise price per share of $ 35.22 .

For the six months ended June 30, 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 .

Additionally, 42 thousand Restricted Stock Awards ("RSA") were granted to non-employee directors.

The following table presents our restricted stock units and awards activity during the six months ended June 30, 2026 (in thousands, except per share unit data):

Restricted Stock Units and Awards

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Expired or canceled ( 14 ) $ 46.81

Outstanding at March 31, 2026 1,523 $ 51.15

Outstanding at June 30, 2026 1,533 $ 50.28

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

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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, 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):

The following table presents our PSUs activity during the six months ended June 30, 2026 (in thousands, except per share unit data):

Share Units Weighted Average Grant-Date

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Vested ( 102 ) $ 48.40

Outstanding at March 31, 2026 407 $ 45.98

Outstanding at June 30, 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 months ended March 31, 2026 and 2025 (in thousands, except per share data):

The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2026 and 2025 (in thousands, except per share data):

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

$ 18,604 $ 41,942 $ 171,391 $ 164,715

Weighted average common shares outstanding 59,500 63,542 60,444 63,692

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Restricted stock units and awards (1)

153 165 48 187

Performance share units 40 — 40 —

Contingent shares (2)

Diluted weighted average common shares outstanding (2)

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Diluted earnings per share $ 0.31 $ 0.66 $ 2.83 $ 2.58

(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.

(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.

(1) A total of 850 thousand and 1,271 thousand shares of stock-based awards were excluded from the calculation of diluted earnings per share for the three and six months ended June 30, 2026, respectively, as their effect would be anti-dilutive.

A total of 63 thousand and 79 thousand shares of stock-based awards were excluded from the calculation of diluted earnings per share for the three and six months ended June 30, 2025.

(2) The denominator used in calculating diluted earnings per share did not include 367 thousand PSUs for the three and six months ended June 30, 2026.

The denominator used in calculating diluted earnings per share did not include 239 thousand PSUs for the three and six months ended June 30, 2025.

The performance conditions associated with these PSUs were not met and consequently none of these PSUs were considered as issuable for the three and six months ended June 30, 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.

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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.

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.

During the first quarter of 2026, we experienced a decline in the Company's market capitalization.

This decline, along with increases in discount rates used in the aforementioned quantitative impairment analysis, reduced the excess of fair value over carrying value of our Financial Accounting Services reporting unit within the Financial Services practice group and our Property and Casualty reporting unit within our Benefits and Insurance Services practice group as of March 31, 2026.

During the second quarter of 2026, the Company's market capitalization improved, and we performed a qualitative assessment of its goodwill and concluded that it was more likely than not the fair values of the Company's reporting units exceeded their respective carrying value, and therefore, goodwill related to the Company's reporting units was determined to not be impaired.

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.

Such factors include failure to achieve the anticipated benefits of the Marcum 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):

A summary of changes in the carrying amount of goodwill by operating segment for the six months ended June 30, 2026 is as follows (in thousands):

Services Benefits and

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( 32,207 ) — 32,207 —

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

Gross Goodwill at June 30, 2026 2,085,018 340,238 — 2,425,256

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.

Goodwill, Net at June 30, 2026 $ 2,008,764 $ 332,505 $ — $ 2,341,269

SEGMENT DISCLOSURES

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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.

Financial results of the Financial Service Practice Group for the three and six months ended June 30, 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.

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

Accounting policies of the practice groups are the same as those described in Note 1, Basis of Presentation and Significant Accounting Policies, to the Annual Report on Form 10-K for the year ended December 31, 2025.

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.

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.

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 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.

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 six months ended June 30, 2026 and 2025 is presented below.

The segment profit or loss measure for the three and six months ended June 30, 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 months ended March 31, 2026 and 2025 was as follows (in thousands):

Three Months Ended March 31, 2026

Segment information for the three months ended June 30, 2026 and 2025 was as follows (in thousands):

Three Months Ended June 30, 2026

Services Benefits and

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Interest expense 24,308

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

Other expense, net ( 13,977 )

Consolidated income before income tax expense $ 23,686

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Services Benefits and

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Consolidated income before income tax expense $ 57,779

Six Months Ended June 30, 2026

Services Benefits and

Services Total

Revenue from external customers $ 1,320,654 $ 210,131 $ 1,530,785

Significant expenses:

Personnel costs 787,430 130,022 917,452

Facility costs 50,012 6,431 56,443

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

194,128 34,641 228,769

Total segment expense 1,031,570 171,094 1,202,664

Segment income before income tax expense 289,084 39,037 328,121

Corporate & other:

Unallocated corporate operating expenses 30,219

General & administrative expenses 79,877

Interest expense 48,224

Gain from acquisition related adjustment ( 57,955 )

Other income, net ( 10,459 )

Consolidated income before income tax expense $ 238,215

Six Months Ended June 30, 2025

Services Benefits and

Services Total

Revenue from external customers $ 1,306,605 $ 214,905 $ 1,521,510

Significant expenses:

Personnel costs 810,082 131,743 941,825

Facility costs 47,351 6,403 53,754

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

158,105 30,846 188,951

Total segment expense 1,015,538 168,992 1,184,530

Segment income before income tax expense 291,067 45,913 336,980

Corporate & other:

Unallocated corporate operating expenses 20,435

General & administrative expenses 55,707

Interest expense 53,023

Other income, net ( 22,874 )

Consolidated income before income tax expense $ 230,689

(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.

On July 28, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Viking ParentCo, Inc., a Delaware corporation (“Parent”), and Viking MergerCo, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein,

Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the proposed Merger as a direct wholly owned subsidiary of Parent.

Pursuant to the Merger Agreement, upon the consummation of the proposed Merger transaction, each share of common stock, par value $ 0.01 per share, of the Company (the “Shares” and each a “Share”) issued and outstanding immediately prior to the effective time of the Merger (other than certain excluded shares as set forth in the Merger Agreement) will be converted into the right to receive $ 55.00 per share in cash, without interest thereon (the “Merger Consideration”).

The Merger Agreement also provides for the treatment of the Company’s outstanding equity awards in accordance with its terms upon consummation of the proposed Merger.

The completion of the proposed Merger is subject to customary closing conditions, including approval by the Company’s stockholders, the receipt of required regulatory approvals, the absence of any law or order prohibiting the consummation of the transaction and no material adverse effect having occurred since the signing of the Merger Agreement.

The Merger Agreement also contains customary representations, warranties, covenants, and termination provisions.

If the Merger Agreement is consummated, we will become a privately held company and our common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.

A copy of the Merger Agreement is incorporated by reference as Exhibit 2.1 to this Quarterly Report on Form 10-Q.

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