What changed in this filing

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Item 4. Controls and Procedures

2026-08-04 compared with 2026-04-30 · 35 added, 15 removed, 10 unchanged (83% of the section changed)

7 unchanged sentences

Limitations on the Effectiveness of Controls

Management, including our CEO and CFO, does not expect that our Disclosure Controls or our internal control over financial reporting will prevent all errors and all fraud.

Although our Disclosure Controls are designed to provide reasonable assurance of achieving their objective, a control system, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance that the objectives of a control system are met.

Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within CBIZ have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of a control.

A design of a control system is also based upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

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

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Our Disclosure Controls are designed to provide reasonable assurance of achieving their objectives and, based upon the Controls Evaluation, our CEO and CFO have concluded that as of the end of the period covered by this report, CBIZ’s Disclosure Controls were effective at that reasonable assurance level.

Management, including the Company's CEO and CFO, does not expect that its Disclosure Controls or its internal control over financial reporting ("Internal Controls") will prevent all errors and all fraud.

Because of its inherent limitations, Internal Controls may not prevent or detect misstatements.

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

weaknesses in internal control over financial reporting described below.

(b) Internal Control over Financial Reporting

There have been no changes to our internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Subsequent to the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (as

amended), the Company determined that the total number of shares of common stock purchased and delivered

pursuant to the ESPP to plan participants exceeded the amount authorized under the ESPP and previously registered on Form S-8 registration statements and resulted in an obligation to remediate this matter.

In connection

with evaluating the impact of the purchase and delivery of the Eligible Shares and the planned voluntary rescission

offer, management identified a material weakness in the Company’s internal control over financial reporting relating

to the administration of the ESPP (the “ESPP Material Weakness”).

In the evaluation, the Company determined that

it did not effectively design and implement controls to ensure share purchases and deliveries associated with the ESPP did not exceed the amount authorized under the ESPP and registered with the SEC.

Further, during the fourth quarter of 2025, the Company completed certain organizational reporting changes which resulted in a realignment and re-aggregation of certain reporting units in both the Financial Services and Benefits and Insurance Services practice groups, which resulted in new reporting units that align the internal reporting structure with the services provided by these practice groups.

The Company’s reportable segments and overall

number of reporting units did not change as a result of the organizational reporting changes.

However, the reporting units within the segments were impacted by the organizational reporting changes.

In connection with the controls assessment for the quarter ended June 30, 2026, management identified a material weakness in the Company’s internal control over financial reporting relating to its goodwill reassignment among reporting units for purposes of

impairment assessment, which under U.S.

GAAP directs that goodwill should be assigned to the affected reporting units based on their relative fair value before the realignment.

Management determined that the Company did not maintain the accounting expertise necessary to apply the relevant technical accounting literature and effectively design and implement internal controls over the non-routing goodwill reassignment among reporting units (the “Goodwill Material Weakness,” and together with the ESPP Material Weakness, the “Material Weaknesses”).

The Company is committed to addressing the Material Weaknesses and has begun to implement changes designed

to improve its internal control over financial reporting and to remediate the Material Weaknesses.

With respect to the ESPP Material Weakness, the Company will enhance, redesign and implement new controls designed to ensure the cumulative share purchases, deliveries, and compliance are within authorized share limits.

With respect to the Goodwill Material Weakness, the Company will enhance the design of its goodwill review controls, including ensuring professionals with the technical U.S.

GAAP knowledge, experience, and training necessary are utilized when accounting for complex, non-routine and infrequently occurring accounting matters.

As management continues to evaluate and enhance the Company’s internal control over financial reporting, it may

take additional measures to address control deficiencies or modify certain remediation activities described above.

The identified Material Weaknesses will not be considered remediated until the applicable remediated controls have

operated for a sufficient period of time and management has concluded, through testing, that such controls are

operating effectively.

(d) Changes in Internal Control over Financial Reporting

Except for the Material Weaknesses and related remediation measures noted above, there have been no changes to our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

LEGAL PROCEEDINGS

From time to time, we are involved in various legal proceedings relating to claims arising out of our operations.

the date hereof, we are not engaged in any legal proceedings that are reasonably expected, individually or in the

aggregate, to have a material adverse effect on our business, financial condition, results of operations or cash

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 4. Controls and Procedures