Item 5. Other Information
ITEM 5. OTHER INFORMATION
Other than as described below, during the quarters ended March 31, 2026 and June 30, 2026, no director or officer of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense condition of Rule 10b5-1(c) of the Exchange Act or any "non-Rule 10b5-1 trading arrangement" (as defined in the Exchange Act).
On March 11, 2026, A. Haag Sherman, a director of the Company, adopted a plan for the exercise of options to
purchase shares of our common stock intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
Mr. Sherman’s plan expires August 4, 2026 and provides for the potential exercise of options to purchase up to
50,000 shares of our common stock.
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Item 6. Exhibits
2.1†
Agreement and Plan of Merger, dated July 28, 2026, by and among CBIZ, Inc., Viking ParentCo, Inc., and Viking MergerCo, Inc.(filed as Exhibit 2.1 to the Company's Current Report Form 8-K, dated July 29, 2026, and incorporated herein by reference).
10.1†
CBIZ, Inc. Change in Control Severance Plan, dated as of July 28, 2026 (filed as Exhibit 10.1 to the Company's Current Report Form 8-K, dated July 29, 2026, and incorporated herein by reference).
10.2*
Eighth Amendment to Loan Agreement, dated July 30, 2026, by and among CBIZ Benefit and Insurance Services, Inc. and Huntington National Bank.
31.1 * Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2 * Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 ** Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 ** Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document*
101.SCH Inline XBRL Taxonomy Extension Schema Document*
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Exhibit 101 attachments)*
* Indicates documents filed herewith.
** Indicates document furnished herewith.
† Schedules have been omitted pursuant to Item 601(a)(5) and Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, for any schedules so furnished.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CBIZ, Inc.
(Registrant)
Date: August 4, 2026
By: /s/ BRAD LAKHIA
Brad Lakhia
Chief Financial Officer
Duly Authorized Officer and Principal Financial Officer
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.