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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-23 · 472 added, 540 removed, 1028 unchanged (50% of the section changed)

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Conclusions - Based upon the Controls Evaluation, our CEO and CFO have concluded that as of the end of the period covered by this report, our Disclosure Controls are effective at the reasonable assurance level described above.

There were no changes in our Internal Controls that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our Internal Controls.

Management’s Report on Internal Control Over Financial Reporting - Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.

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Acquisitions Date of Acquisition

Danenhauer and Danenhauer, Inc.

January 1, 2023

Somerset CPAs and Advisors February 1, 2023

Pivot Point Security June 1, 2023

Ickovic and Co.

PC June 1, 2023

American Pension Advisors, Ltd.

The aggregated total assets and revenue from the above acquisitions were $46.3 million and $64.9 million, respectively, which represent approximately 2.3% and 4.1% of our respective consolidated total assets and total revenue as of and for the year ended December 31, 2023, respectively.

Erickson, Brown & Kloster, LLC February 1, 2024

CompuData, Inc.

March 1, 2024

Educational & Institutional Insurance Administrators, Inc.

Hoover Financial Advisors, Inc.

October 1, 2024

Marcum LLP November 1, 2024

The aggregated total assets and revenue from the above acquisitions were $233.2 million and $137.6 million, respectively, of our respective consolidated total assets and total revenue as of and for the year ended December 31, 2024, respectively.

Refer to Note 2, Business Combinations, for detailed disclosure of the acquisitions completed in 2024.

Changes in Internal Control Over Financial Reporting - Except as discussed below, there has been no change in our internal controls over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

We are currently in the process of integrating the aforementioned acquisitions', control processes and information systems into our systems and control environment.

We believe that we have taken the necessary steps to monitor and maintain appropriate internal controls over financial reporting during this integration.

Our independent auditor, KPMG LLP, an independent registered public accounting firm, has issued an audit report on the effectiveness of our internal control over financial reporting which appears in Item 8 of this Annual Report.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Information with respect to this item not included below is incorporated by reference from our Definitive Proxy Statement for the 2024 Annual Stockholders’ Meeting to be filed with the SEC no later than 120 days after the end of CBIZ’s fiscal year.

We have adopted a Code of Professional Conduct and Ethics Guide that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Our Code of Professional Conduct and Ethics Guide is available on the investor information page of our website, located at https://www.cbiz.com , and in print to any stockholder who requests them.

The information relating to executive officers and key employees required by this item is included in Part I under the caption “Information about our Executive Officers and Key Employees” above.

The following information with respect to this item not included herein appearing in our Definitive Proxy Statement for the 2025 Annual Stockholders’ Meeting to be filed with the SEC no later than 120 days after the end of CBIZ’s fiscal year, is incorporated herein by reference:

• Information appearing under the heading "Proposal No.

1 – Election of Directors";

• Information appearing under the heading " Directors Meetings and Committees of the Board of Directors" regarding identification of the Audit Committee and Audit Committee financial experts;

• Information appearing under the heading "Delinquent Section 16(a) Reports" (if applicable).

We have adopted a Code of Professional Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Our Code of Professional Conduct and Ethics is available on the investor information page of our website, located at https://www.cbiz.com , and in print to any stockholder who requests them.

Any waiver or amendment to the code will be posted on our website.

Information about our Executive Officers, Directors and Key Employees - The following table sets forth certain information regarding the directors, executive officers and certain key employees of CBIZ.

Each executive officer and director of CBIZ named in the following table has been elected to serve until his/her successor is duly appointed or elected or until his/her earlier removal or resignation from office.

No arrangement or understanding exists between any executive officer of CBIZ and any other person pursuant to which he or she was selected as an officer.

Name Age Position(s)

Executive Officers and Directors:

Burdick (2)(3)

62 President & Chief Executive Officer, Director

France (1)(2)

Slotkin (1)(3)

Haag Sherman (1)

Benaree Pratt Wiley (2)(3)

Young 68 Director

Grove 73 Senior Vice President and Chief Financial Officer

Chris Spurio 58 President, Financial Services

Kouzelos 55 President, Benefits and Insurance Services

Other Key Employees:

Huddleston 46 Senior Vice President, Chief Legal Officer and Corporate Secretary

Fleischer 62 Senior Vice President and Chief Information Officer

Newman 46 Senior Vice President, Chief Administrative Officer and Chief Human Resources Officer

(1) Member of Audit Committee

(2) Member of Nominating & Governance Committee

(3) Member of Compensation & Human Capital Committee

Burdick has served as a Director of CBIZ since October 1997, when he was elected as an independent director.

On August 11, 2022, Mr.

Burdick was appointed by the Board as its independent Chairman of the Board.

Previously, in May 2007, Mr.

Burdick was elected by the Board as its Lead Director, a non-officer position, and in October 2002, he was elected by the Board as Vice Chairman, a non-officer position.

Burdick was a Partner at the law firm of Akin Gump Strauss Hauer & Feld LLP, and was a Partner in the firm from 1988 until his retirement in 2019.

Burdick serves a non-executive Chairman on the Board of Directors of AutoNation, Inc.

was appointed to the CBIZ Board in November, 2015.

Grisko was appointed Chief Executive Officer in March 2016, and has served as President since February 2000.

He was also Chief Operating Officer from February 2000 until his appointment as Chief Executive Officer.

Grisko joined CBIZ as Vice President, Mergers & Acquisitions in September 1998 and was promoted to Senior Vice President, Mergers & Acquisitions and Legal Affairs in December of 1998.

Prior to joining CBIZ, Mr.

Grisko was associated with the law firm of Baker & Hostetler LLP, where he practiced from September 1987 until September 1998, serving as a partner of such firm from January 1995 to September 1998.

While at Baker & Hostetler, Mr.

Grisko concentrated his practice in the area of mergers and acquisitions and general corporate law.

DeGroote, son of CBIZ founder Michael G.

DeGroote, was appointed a Director of CBIZ in November 2006.

DeGroote currently serves as President of Westbury International, a full-service real estate development company, specializing in commercial/industrial land, residential development and property management.

Prior to joining Westbury, Mr.

DeGroote was Vice President of MGD Holdings and previously held a management position with Cooper Corporation, and previously served on the Board of Directors of Progressive Waste Solutions Ltd.

He served on the Board of Governors of McMaster University in Hamilton, Ontario.

France was appointed to the CBIZ Board in February, 2015.

France founded France Strategic Partners, LLC, a strategy and transaction advisory firm, and has served as its President and Chief Executive Officer since 2003.

France has over 40 years of experience in strategy, investment banking and corporate finance.

Prior to founding France Strategic Partners, Ms.

France was a Managing Director with Ernst & Young, LLP and directed the Firm’s Center for Strategic Transactions.

Prior to her work with Ernst & Young, Ms.

France was a Senior Vice President with Lehman Brothers, Inc.

France serves on the boards of Huntington Bancshares, Inc.

Mellon Family of Funds.

France has previously served on the boards of FirstMerit Corporation, Dawn Food Products, Inc., Mack Industries, and Cedar Fair, L.P..

Slotkin has served as a Director of CBIZ since September 2003, when he was elected as an independent director.

Slotkin was President & COO of KMP Music LLC, a music publishing firm from 2000 to 2023.

He was also a Senior Advisor at Alvarez & Marsal from 2020 to 2021, and between 2014 and 2020 he served as the Global Business Head of Alvarez & Marsal’s Asset Management Services.

Slotkin is also an independent director of the Apollo Closed End Fund Complex (Apollo Floating Rate Fund, Apollo Tactical Income Fund).

Slotkin was appointed the Managing Partner of Newton Pointe LLC, an advisory firm, a position he also held during the period of 2007 to 2008.

Slotkin served on the Board of Martha Stewart Living Omnimedia from 2008 to 2012, and was head of its Audit Committee and Special Committee.

Between 2008 and 2010, Mr.

Slotkin was a Senior Managing Director of Irving Place Capital.

From 2006 to 2007 Mr.

Slotkin served as a Managing Director of Natixis Capital Markets.

From 1992 to 2006, Mr.

Slotkin served as a SVP (1992-1998) and EVP and Chief Financial Officer (1998-2006) of MacAndrews & Forbes Holdings Inc.

Additionally, he was the Executive Vice President and Chief Financial Officer of publicly owned M&F Worldwide (1998-2006).

Prior to 1992, Mr.

Slotkin spent 17 years with Citigroup, ultimately serving as Senior Managing Director and Senior Credit Officer.

He was the Global Head of Citigroup’s Leveraged Capital Group.

Slotkin is a co-founder of the Food Allergy Research & Education, Inc., formerly known as the Food Allergy Initiative.

Haag Sherman has served as a Director of CBIZ since August 2020, when he was elected as an independent director.

Sherman has served as the Chief Executive Officer and a director of Tectonic Financial, Inc.

(and its predecessor), a banking and financial holding company with a preferred stock quoted on Nasdaq Global Markets, since February 2015.

Prior thereto, Mr.

Sherman co-founded Salient Partners, LP, a Houston-based investment firm, in 2002 and served in various executive positions, including Chief Executive Officer and Chief Investment Officer, through October 2011.

In addition, he previously served as an executive officer and partner of The Redstone Companies from 1998 to 2002 where he, among other things, managed a private equity portfolio.

Sherman has served as a director of Hilltop Holdings, Inc.

since its acquisition of PlainsCapital Corporation in November 2012.

He previously served as a director of PlainsCapital from September 2009 to November 2012.

Sherman has served as an adjunct professor of law at The University of Texas School of Law.

Sherman previously practiced corporate law at Akin Gump Strauss Hauer & Feld LLP from 1992 to 1996 and was an auditor at Price Waterhouse, a public accounting firm, from 1988 to 1989.

Sherman is an attorney and certified public accountant.

Marabito has served as a Director of CBIZ since August 2021, when he was appointed as an independent director.

Marabito is Chief Executive Officer of Olympic Steel, a national metals service center headquartered in Cleveland, Ohio that focuses on the direct sale of processed carbon, coated and stainless flat-rolled sheet, coil and plate steel, aluminum, tin plate, and metal-intensive branded products.

Marabito became CEO in 2019 after serving as the Chief Financial Officer.

He joined the company in 1994 as Corporate Controller.

He is also a director and the past Chairman of the Metal Services Center Institute (MSCI) and has also served on the Board of Trustees for the University of Mount Union since 2021.

He served on the Board of Directors and as Audit Committee Chairman for Hawk Corporation from 2008 until the company’s sale in November 2010.

Marabito has served on numerous non-profit boards over the course of his career including as a Trustee of Hawken School and Chair of the Northeast Ohio Regional Board for the Make-A-Wish Foundation.

Benaree Pratt Wiley has served as a Director of CBIZ since May 2008, when she was elected as an independent director.

Wiley is a Principal of The Wiley Group, a firm specializing in personnel strategy, talent management, and leadership development primarily for global insurance and consulting firms.

Wiley served as the President and Chief Executive Officer of The Partnership, Inc., a talent management organization for multicultural professionals in the greater Boston region for fifteen years before retiring in 2005.

Wiley is currently a director on the boards of the BNY Mellon Family of Funds and Blue Cross and Blue Shield of Massachusetts.

Her civic activities include serving on the boards of the Efficacy Institute, Howard University, Dress for Success Boston, Partners Continuing Care and Spaulding Hospital.

Young has served as a Director since February 2023, when he was appointed as an independent director.

Young is the Chief Executive Officer of Delta Dental of Minnesota, one of the nation's largest oral health insurance companies.

Young has held this role since 2012.

Prior to joining Delta Dental of Minnesota, Mr.

Young was the Chief Executive Officer and President of Angeion Corporation (now MGC Diagnostics Corporation), a public medical technology cardio-pulmonary diagnostic and consumer health management company.

Young also previously held the Chair for the Board of Directors, Director, Chief Executive Officer and President roles for LecTec Corporation, a public disposable medical products and over-the-counter pharmaceuticals company.

currently serves as a Board Director and the Diversity, Equity and Inclusion Committee Chair of the Minnesota Business Partnership.

Young received The Sanneh Foundation's Business Honoree Award in 2019 in recognition of his business leadership and community impact.

Grove has served as Senior Vice President and Chief Financial Officer of CBIZ since December 2000.

Before joining CBIZ, Mr.

Grove served as Senior Vice President and Chief Financial Officer of Bridgestreet Accommodations, Inc., which he joined in early 2000 to restructure financing, develop strategic operating alternatives, and assist with merger negotiations.

Prior to joining Bridgestreet, Mr.

Grove served for three years as Vice President and Chief Financial Officer of LESCO, Inc.

Since beginning his career in corporate finance in 1972, Mr.

Grove has held various financial positions with large companies representing a variety of industries, including Revco D.S., Inc., Computerland/Vanstar, Manville Corporation, The Upjohn Company, and First of America Bank.

Grove served on the Board of Directors for Applica, Inc.

APN) from September 2004 through January 2007, at which time the company was sold to a private equity firm.

Chris Spurio was appointed Senior Vice President of CBIZ and President of CBIZ’s Financial Services practice group, effective January 1, 2014.

Spurio joined CBIZ in January 1998 and served as Corporate Controller until July 1999.

He then served as Vice President of Finance from July 1999 until September 2008.

Spurio served as Executive Managing Director of the Financial Services Group’s Midwest Region from September 2008 through March 2010, and as the Group’s Chief Operating Officer from March 2010 through December 2013.

Spurio was associated with KPMG LLP, an international accounting firm, from July 1988 to January 1998.

Spurio is a CPA, CGMA and a member of the American Institute of Certified Public Accountants and the Ohio Society of Certified Public Accountants.

Kouzelos joined CBIZ in June 1998 and has held several positions in the Company.

He was appointed President of the Benefits & Insurance practice group in May 2015, and was appointed Senior Vice President of Strategic Initiatives in September 2005.

Kouzelos also served as the Chief Operating Officer of the Benefits & Insurance division between April 2007 and May 2015, as Vice President of Strategic Initiatives from April 2001 through August 2005, as Vice President of Shared Services from August 2000 to March 2001, and as Director of Business Integration from June 1998 to July 2000.

Kouzelos was associated with KPMG LLP, an international accounting firm, from 1990 to September 1996 and received his Master of Business Administration degree from The Ohio State University in May of 1998.

Other Key Employees:

Huddleston joined CBIZ in December 2023 as Senior Vice President, Chief Legal Officer and Corporate Secretary.

Prior to joining CBIZ, Ms.

Huddleston held various legal roles of increasing responsibility at Brown-Forman Corporation, a leading global spirits company based in Louisville, Kentucky, including Vice President – Associate General Counsel, Regional, Securities and Governance and Corporate Secretary from October 2022 to November 2023;

Vice President, Associate General Counsel and Corporate Secretary from September 2020 to October 2022;

Vice President, Assistant General Counsel and Assistant Secretary from March 2019 to September 2020;

and Managing Attorney and Assistant Secretary from July 2018 to March 2019.

Prior to joining Brown-Forman Corporation, Ms.

Huddleston served as Assistant Secretary and Corporate Counsel, Securities and Finance at Evergy, Inc., a publicly traded energy company based in Kansas City, Missouri, from 2010 to 2018.

Huddleston earned a bachelor’s degree in English from the University of Michigan, a juris doctor from Vanderbilt University School of Law, and a Master of Business Administration from the University of Missouri – Kansas City.

Fleischer has served as Senior Vice President and Chief Information Officer of CBIZ since August 2014.

Prior to joining CBIZ, Mr.

Fleischer held CIO roles at TTT Holdings (a Talisman Capital Partners company), Ferro Corporation, The Goodyear Tire & Rubber Company, and T-Systems.

Prior to these roles, he held senior IT roles at Volkswagen and Federal-Mogul Corporation.

While at T-Systems, Mr.

Fleischer also ran the U.S.

consulting practice, which provided IT services to clients in a variety of industries.

He began his career as a commissioned officer in the United States Army and served twelve years on active duty in numerous roles, which included directing large-scale systems development and integration projects in communications and computing.

He is a Distinguished Military Graduate of Princeton University and received his Master of Business Administration degree from The Ohio State University.

Fleischer serves on the Board of Trustees of the Lakeside Chautauqua Association.

Newman was appointed Senior Vice President, Chief Administrative Officer (CAO) and Chief Human Resources Officer (CHRO) in December 2022 after joining CBIZ in 2019 as Chief of Staff.

Prior to CBIZ, Ms.

Newman was a non-profit executive leading a large, regional organization in Northeast Ohio.

Newman’s career has spanned the private, public and non-profit sectors including professional services experience with KPMG LLP which she joined through an acquisition.

Newman received a Master of Business Administration degree from The Ohio State University in 2011.

We have an insider trading policy governing the purchase, sale and other dispositions of CBIZ’s securities that applies to all personnel of CBIZ and its subsidiaries, including directors, officers and employees and other covered persons, as well as CBIZ itself.

We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards.

A copy of CBIZ’s insider trading policy is filed as Exhibit 19.1 to this Annual Report.

EXECUTIVE COMPENSATION.

Information with respect to this item is incorporated by reference from our Definitive Proxy Statement for the 2024 Annual Stockholders’ Meeting to be filed with the SEC no later than 120 days after the end of our fiscal year.

Information with respect to this item is contained in our Definitive Proxy Statement for the 2025 Annual Stockholders’ Meeting to be filed with the SEC no later than 120 days after the end of our fiscal year, in the sections entitled “ Compensation Discussion and Analysis,” “Compensation Risk Assessment,” “Summary Compensation Table,” “Pay Ratio Disclosure,” “Pay Vs.

Performance Disclosure,” “2024 Grants of Plan-Based Awards,” “ Outstanding Equity Awards At 2024 Fiscal Year-End,” “Option Exercises and Stock Vested in 2024,” “2024 Non-Qualified Deferred Compensation,” “ Potential Payments Upon Termination or Change in Control,” “ Director Compensation,” “2024 Director Compensation Table,” “Compensation and Human Capital Committee Report,” and information appearing under the heading “Directors Meetings and Committees of the Board of Directors" regarding the Compensation and Human Capital Committee, and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Information with respect to this item is contained in our Definitive Proxy Statement for the 2025 Annual Stockholders’ Meeting to be filed with the SEC no later than 120 days after the end of our fiscal year, in the sections entitled “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management,” and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

Information with respect to this item is contained in our Definitive Proxy Statement for the 2025 Annual Stockholders’ Meeting to be filed with the SEC no later than 120 days after the end of our fiscal year, in the sections entitled “Certain Relationships and Related Transactions” and “Director Independence,” and is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Our independent registered public accounting firm is KPMG LLP , Cleveland, OH , Auditor Firm ID:

Information with respect to this item is contained in our Definitive Proxy Statement for the 2025 Annual Stockholders’ Meeting to be filed with the SEC no later than 120 days after the end of our fiscal year, in the section entitled “Auditor Fees,” and is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

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As to financial statements and supplementary information, reference is made to “Index to Financial Statements” on page F-1 of this Annual Report.

The following documents are filed as exhibits to this Form 10-K pursuant to Item 601 of Regulation S-K.

The following documents are filed as exhibits to this Annual Report pursuant to Item 601 of Regulation S-K.

Since its incorporation, CBIZ has operated under various names including:

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Exhibits listed below refer to these names collectively as the “Company”.

Purchase Agreement, dated January 6, 2022, among CBIZ, Inc., CBIZ Acquisition 42, LLC, Marks Paneth LLP and all of the individuals who are equity partners of Marks Paneth (filed as Exhibit 2.1 to the Company’s Report on Form 8-K, File No.

001-32961, dated January 10, 2022, and incorporated herein by reference).

Agreement and Plan of Merger, dated July 30, 2024, among the Company, Marcum LLP, Marcum Advisory Group LLC, PMMS LLC, and Marcum Partners SPV LLC (filed as Exhibit 2.1 to the Company's Report on Form 8-K, File No.

001-32961, dated July 31, 2024, and incorporated herein by reference).

Amended and Restated Certificate of Incorporation of the Company, dated August 7, 2000 (filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-8, File No.

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000-25890, dated March 4, 1999, and incorporated herein by reference).

Employee Stock Investment Plan (filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-8, File No.

000-333-62148, dated June 1, 2001, and incorporated herein by reference).

Description of the Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

2002 Stock Incentive Plan (filed as Appendix A to the Company’s Proxy Statement for the 2002 Annual Meeting of Stockholders, File No.

000-25890, dated April 1, 2002, and incorporated herein by reference).

2002 Amended and Restated Stock Incentive Plan (Amended and Restated as of May 12, 2011), (filed as Exhibit 10.1 to the Company’s Report on Form 10-Q, File No.

001-32961, dated August 9, 2011, and incorporated herein by reference).

Description of the Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed as Exhibit 4.3 to the Company's Annual Report Form 10-K for the year ended December 31, 2023, File No.

001-32961, dated February 23, 2024, and incorporated herein by reference).

2014 Stock Incentive Plan (filed as Exhibit 4.2 to the Company's Registration Statement on Form S-8, File No.

333-197284, dated July 7, 2014, and incorporated herein by reference).

2019 CBIZ, Inc.

Omnibus Incentive Plan (filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-8, File No.

333-197284, dated May 24, 2019, and incorporated herein by reference).

Amendment No.

1 to the 2019 CBIZ, Inc.

Omnibus Incentive Plan (filed as Exhibit 99.1 to the Company's Report on Form 8-K, File No.

001-32961, dated May 16, 2023, and incorporated herein by reference).

Employee Stock Investment Plan (filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-8, File No.

000-333-62148, dated June 1, 2001, and incorporated herein by reference).

Employment Agreement by and between the Company and Jerome P.

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001-32961, dated April 4, 2017, and incorporated herein by reference).

Employment Agreement by and between the Company and Brad S.

Lakhia, dated November 27, 2024 (filed as Exhibit 10.1 to the Company’s Report on Form 8-K, File No.

001-32961, dated December 3, 2024, and incorporated herein by reference).

Loan Agreement dated as of August 16, 2018 by and among CBIZ Benefits and Insurance Services, Inc.

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001-32961, on November 1, 2018, and incorporated herein by reference).

Second Amended and Restated Credit Agreement, dated May 4, 2022, by and among CBIZ Operations, Inc., CBIZ, Inc., and Bank of America, N.A., as administrative agent, and the other financial institutions from time to time party thereto (filed as Exhibit 10.1 to the Company's Report on Form 8-K, File No.

001-32961, on May 6, 2022, and incorporated herein by reference).

2019 CBIZ, Inc.

Omnibus Incentive Plan (filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-8, File No.

333-197284, dated May 24, 2019, and incorporated herein by reference).

Amendment No.

1 to the 2019 CBIZ, Inc.

Omnibus Incentive Plan (filed as Exhibit 99.1 to the Company's Report on Form 8-K, File No.

001-32961, dated May 16, 2023, and incorporated herein by reference).

Amended and Restated Credit Agreement, dated November 1, 2024, by and among the Company, CBIZ Operations, Inc., Bank of America, N.A., as administrative agent, and the other financial institutions party thereto (filed as Exhibit 10.1 to the Company's Report on Form 8-K, File No.

001-32961, on November 1, 2024, and incorporated herein by reference).

First Amendment to Loan Agreement, dated August 8, 2019, by and among CBIZ Benefit and Insurance Services, Inc.

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001-32961, on October 26, 2023, and incorporated herein by reference).

001-32961, dated January 10, 2022, and incorporated herein by reference).

Form of CBIZ Restricted Share Unit Agreement

Form of CBIZ Performance Share Agreement

Sixth Amendment to Loan Agreement, dated August 1, 2024, by and among CBIZ Benefit and Insurance Services, Inc.

and the Huntington National Bank (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, File No.

001-32961, on August 1, 2024, and incorporated herein by reference).

Form of CBIZ Restricted Share Unit Agreement (filed as Exhibit 10.16 to the Company's Annual Report Form 10-K for the year ended December 31, 2023, File No.

001-32961, dated February 23, 2024, and incorporated herein by reference).

Form of CBIZ Performance Share Agreement (filed as Exhibit 10.17 to the Company's Annual Report Form 10-K for the year ended December 31, 2023, File No.

001-32961, dated February 23, 2024, and incorporated herein by reference).

Insider Trading Policy

List of Subsidiaries of CBIZ, Inc.

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Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Compensation Recoupment Policy

Compensation Recoupment Policy (filed as Exhibit 97.1 to the Company's Annual Report Form 10-K for the year ended December 31, 2023, File No.

001-32961, dated February 23, 2024, and incorporated herein by reference).

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*

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YOUNG Director February 28, 2025

RAFFA Director February 28, 2025

AND SUBSIDIARIES

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Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company acquired Danenhauer and Danenhauer, Inc., Somerset CPAs and Advisors, Pivot Point Security, Ickovic and Co.

PC and American Pension Advisors, Ltd.

during 2023, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, Danenhauer and Danenhauer, Inc., Somerset CPAs and Advisors, Pivot Point Security, Ickovic and Co.

PC and American Pension Advisors, Ltd.’s internal control over financial reporting associated with total assets of $46.3 million and total revenues of $64.9 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2023.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Danenhauer and Danenhauer, Inc., Somerset CPAs and Advisors, Pivot Point Security, Ickovic and Co.

PC and American Pension Advisors, Ltd.

The Company acquired Erickson, Brown & Kloster, LLC, CompuData, Inc., Educational & Institutional Insurance Administrator, Inc.’s EIIA Higher Education Benefit Trust, Hoover Financial Advisors, Inc., and Marcum LLP during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, Erickson, Brown & Kloster, LLC, CompuData, Inc., Educational & Institutional Insurance Administrator, Inc.’s EIIA Higher Education Benefit Trust, Hoover Financial Advisors, Inc., and Marcum LLP’s internal control over financial reporting associated with total assets of $233.2 million and total revenues of $137.6 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Erickson, Brown & Kloster, LLC, CompuData, Inc., Educational & Institutional Insurance Administrator, Inc.’s EIIA Higher Education Benefit Trust, Hoover Financial Advisors, Inc., and Marcum LLP.

Basis for Opinions

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A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Estimation of losses on certain trade accounts receivable

As discussed in Note 1 to the consolidated financial statements, the Company maintains an allowance for doubtful accounts for estimated losses on trade accounts receivable.

As of December 31, 2023, the allowance for doubtful accounts was $25.6 million, a portion of which related to the Financial Services practice group.

The allowance for doubtful accounts is recorded based on the Company’s historical experience, client credit-worthiness, age of receivables, and economic trends and conditions.

We have identified the evaluation of the Company’s estimation of losses related to trade accounts receivable of the Financial Services practice group as a critical audit matter.

A high degree of subjective auditor judgment was required to assess the assumptions used in estimating losses related to trade accounts receivable.

The assumptions included the probability of the Company’s collection of receivables based on historical experience and the consideration of economic conditions that may affect the ability of clients to pay.

The following are the primary procedures we performed to address the critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process to develop the assumptions used to estimate losses related to trade accounts receivable.

On a total and per unit basis, we calculated certain key performance indicators using the allowance for doubtful accounts and compared them to our established expectations based on the Company’s historical experience.

For any results which were outside the established expectations, we performed the following additional procedures to evaluate the reasonableness of the allowance for doubtful accounts determined by the Company:

• we inquired of relevant Company personnel

• we evaluated the Company’s cash collections, historical trends, and age of receivables

• we evaluated industry, economic, and other external factors as applicable

• we inspected relevant underlying documents, including contractual documents with clients.

Acquisition date fair value of client list intangible asset

As discussed in Note 2 to the consolidated financial statements, on November 1, 2024, the Company completed the acquisition of Marcum LLP for an aggregate purchase price of approximately $1,997.8 million.

The Company applied the acquisition method of accounting 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 a result of the transaction, the Company recorded a client list intangible asset at a preliminary fair value of $474.0 million valued using the excess earnings method.

We identified the evaluation of the valuation of the client list intangible asset as a critical audit matter.

A high degree of subjective auditor judgment was required to evaluate certain assumptions used to estimate the acquisition-date fair value of the client list intangible asset.

We performed a sensitivity analysis to determine which assumptions used by management most significantly impacted the fair value of the client list intangible asset, and identified the revenue growth rates, discount rate, and client attrition rate as the key assumptions as changes in these assumptions could have had a significant impact on the acquisition-date fair value of the intangible asset.

Additionally, evaluating the discount rate and the customer attrition rate required the involvement of valuation professionals with specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process to estimate the acquisition-date fair value of the client list intangible asset.

This included controls over the determination of the revenue growth rates, customer attrition rate, and discount rate assumptions used in the Company’s model.

We evaluated the revenue growth rates by comparing them to the historical financial results of the acquired company, historical financial results and forecasted revenue trends of certain peer companies, and relevant industry data.

We evaluated the Company’s customer attrition rate assumption by comparing it to historical attrition rates used in comparable acquisitions completed by the Company and the acquiree.

In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:

• evaluating the discount rate by comparing it to (1) the transaction’s internal rate of return, and (2) a market participant discount rate independently developed using publicly available market data for comparable companies

• evaluating the customer attrition rate by comparing it to the attrition rates implied by Marcum’s historical client revenue data and to attrition rates implied by similar transactions in the Company’s industry.

We have served as the Company’s auditor since 1996.

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Accounts receivable, net 534,858 380,152

Income tax receivable 4,051 —

Other current assets 68,477 34,895

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Lease liability 60,549 36,283

Current portion of Term Loan 70,000 —

Current portion debt issuance costs, Term Loan ( 3,823 ) —

Total short-term debt 66,177 —

Other current liabilities 78,579 30,937

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Non-current liabilities:

Bank debt 312,400 265,700

Debt issuance costs ( 1,574 ) ( 2,046 )

Revolver Facility 20,900 312,400

Debt issuance costs, Revolver ( 7,160 ) ( 1,574 )

Long-term portion, Term Loan 1,330,000 —

Long-term portion debt issuance costs, Term Loan ( 9,985 ) —

Total long-term debt 1,333,755 310,826

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Total liabilities 2,690,900 1,251,974

STOCKHOLDERS’ EQUITY

STOCKHOLDER EQUITY

Common stock, par value $ 0.01 per share;

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shares outstanding 50,198 and 49,814

$ 1,380 $ 1,374

Additional paid-in capital 1,791,863 832,475

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Corporate general and administrative expenses 108,753 57,965 55,023

Legal settlement, net — — 30,468

Operating income 73,716 165,239 168,344

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Restricted stock units and awards 120 — 1 ( 1 ) — — — —

Performance share units 211 — 2 ( 2 ) — — — —

Stock options exercised 670 — 7 10,028 — — — 10,035

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Net income — — — — 120,968 — — 120,968

Other comprehensive income — — — — — — 4,571 4,571

Other comprehensive loss — — — — — — ( 1,826 ) ( 1,826 )

Share repurchases — 1,285 — — — ( 65,142 ) — ( 65,142 )

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Business acquisitions 242 — 2 11,733 — — — 11,735

Excise tax on share repurchases — — — 554 — ( 725 ) — ( 171 )

December 31, 2023 137,387 87,573 1,374 832,475 855,084 ( 899,093 ) 1,778 791,618

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Other comprehensive loss — — — — — — ( 559 ) ( 559 )

Share repurchases — 1,285 — — — ( 65,142 ) — ( 65,142 )

Indirect repurchase of shares for minimum tax withholding — 174 — — — ( 11,508 ) — ( 11,508 )

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Performance share units 273 3 ( 3 ) —

Stock options exercised 453 — 5 8,759 — — — 8,764

Share-based compensation — — — 13,836 — — — 13,836

Business acquisitions 159 — 2 945,556 — — — 945,558

Excise tax on share repurchases — — — 554 — ( 725 ) ( 171 )

December 31, 2024 137,945 87,747 $ 1,380 $ 1,791,863 $ 896,122 $ ( 910,601 ) $ 1,219 $ 1,779,983

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Cash flows from financing activities:

Proceeds from bank debt 1,224,000 824,900 852,100

Payment of bank debt ( 1,177,300 ) ( 714,500 ) ( 804,800 )

Proceeds from Term Loan 1,400,000 — —

Proceeds from Revolver 1,087,900 1,224,000 824,900

Payments on Revolver ( 1,379,400 ) ( 1,177,300 ) ( 714,500 )

Deferred financing costs ( 20,654 ) — ( 2,072 )

Payment for acquisition of treasury stock — ( 65,378 ) ( 122,538 )

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Proceeds from exercise of stock options — 8,764 10,035

Other, net — ( 2,072 ) ( 171 )

Net cash used in financing activities ( 77,111 ) ( 17,343 ) ( 69,005 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 2,997 ) 9,671 ( 19,861 )

Net cash provided by (used in) financing activities 1,035,613 ( 77,111 ) ( 17,343 )

Net increase (decrease) in cash, cash equivalents and restricted cash 30,022 ( 2,997 ) 9,671

Cash, cash equivalents and restricted cash at beginning of year 157,148 160,145 150,474

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SEC - United States Securities & Exchange Commission.

Marcum Acquisition - the Transaction

Organization - CBIZ, Inc.

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A further description of products and services offered by each of the practice groups is provided in Note 19, Segment Disclosures, to the accompanying consolidated financial statements.

In July 2024, CBIZ announced the acquisition of Marcum LLP, representing the largest transaction in the Company’s history.

That acquisition closed on November 1, 2024, augmenting the Company’s services across the three practice groups.

Refer to Note 2.

Business Combination for further discussion of the Marcum Acquisition (the "Transaction").

Effective April 1, 2023, CBIZ, Inc.

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and all of its wholly-owned subsidiaries (“CBIZ,” the “Company,” “we,” “us” or “our”), after elimination of all intercompany accounts and transactions.

We have prepared the accompanying consolidated financial statements in accordance with GAAP and pursuant to the rules and regulations of the SEC.

We have determined that our relationship with certain CPA firms with whom we maintain ASAs qualify as variable interest entities.

The accompanying consolidated financial statements do not reflect the operations or accounts of variable interest entities as the impact is not material to our consolidated financial condition, results of operations or cash flows.

Fees earned by us under the ASAs are recorded at net realizable value as a component of “Revenue” in the accompanying Consolidated Statements of Comprehensive Income and were approximately $ 259.6 million, $ 235.4 million and $ 174.8 million for the years ended December 31, 2023, 2022 and 2021, respectively, the majority of which was related to services rendered to privately-held clients.

In the event that accounts receivable and unbilled work in process become uncollectible by the CPA firms, the service fee due to us is typically reduced on a proportional basis.

Although the ASAs do not constitute control, we are one of the beneficiaries of the agreements and may bear certain economic risks.

Refer to Note 17, Related Parties, for further discussion regarding the ASAs.

We have prepared the accompanying consolidated financial statements in accordance with United States Generally Accepted Accounting Principles ("GAAP") and pursuant to the rules and regulations of the United States Securities & Exchange Commission ("SEC").

We have determined that our relationship with certain CPA firms with whom we maintain ASAs qualify as variable interest entities ("VIEs"), and we are the primary beneficiary of such VIE.

The accompanying consolidated financial statements do not reflect the results of operations or the financial position of the VIEs as the impact is not material to our consolidated financial condition, results of operations or cash flows.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

In 2021, CBIZ formed a grantor trust (the “Trust”) with Wilmington Savings Funds Society, FSB, a Federal savings bank, serving as trustee.

The Trust holds the majority of the funds provided by CBIZ’s clients for payroll processing pending remittance to employees of those clients, tax authorities, and other payees.

CBIZ is the sole beneficial owner of the Trust.

The Trust is considered a variable interest entity in accordance with ASC 810, Consolidation.

CBIZ has both the power to direct the activities that most significantly impact the economic performance of the Trust (including the power to make all investment decisions for the Trust) and the right to receive benefits that could potentially be significant to the Trust (in the form of investment returns).

As a result, CBIZ consolidates the Trust in its condensed consolidated financial statements.

Fees earned by us under the ASAs are recorded at net realizable value as a component of “Revenue” in the accompanying Consolidated Statements of Comprehensive Income and were approximately $ 306.5 million, $ 259.6 million and $ 235.4 million for the years ended December 31, 2024, 2023 and 2022, respectively, the majority of which was related to services rendered to privately-held clients.

As of December 31, 2024, we have $ 22.2 million in notes receivable from CBIZ CPAs.

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

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Share-Based Compensation - The measurement of all share-based compensation arrangements is based on their respective grant date fair value.

The grant date fair value of stock options is based on the Black-Scholes-Merton pricing model, which incorporates assumptions regarding the expected volatility, the expected option life, the risk-free interest rate and the expected dividend yield.

The grant date fair value of restricted stock awards and restricted stock units is based on the closing price of the underlying stock on the date of issuance.

The grant date fair value of the performance share units is based on the closing price of the underlying stock on the date of issuance and recorded based on achievement of target performance metrics.

The expense related to stock options, restricted stock awards, and restricted stock units is recognized over the requisite service period which is generally three to four years .

The expense related to performance share units is recorded over the three-year performance period based on the fair value on the grant date and adjusted each reporting period for the achievement of the performance metrics, based on our best estimate using available information.

The expense related to restricted stock awards and restricted stock units is recognized over the requisite service period which is generally three to four years .

The expense related to performance share units is recorded over the performance period based on the fair value on the grant date and adjusted each reporting period for the achievement of the performance metrics, based on our best estimate using available information.

Share-based compensation expense is recorded in the accompanying Consolidated Statements of Comprehensive Income as “Operating expenses” or “Corporate general and administrative expenses,” depending on where the respective individual’s compensation is recorded.

For additional discussion regarding share-based awards, refer to Note 14, Employee Share Plans, to the accompanying consolidated financial statements.

For additional discussion regarding share-based awards, refer to Note 15, Employee Stock Plans, to the accompanying consolidated financial statements.

Operating Leases - We determine if a contract is a lease at inception.

We have leases for office space and facilities, automobiles, and certain information technology equipment.

Certain of these leases include options to extend the

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

lease and some include options to terminate the lease early.

Certain of these leases include options to extend the lease and some include options to terminate the lease early.

As an accounting policy election, we elected not to apply the recognition requirements to short term leases (a lease at commencement date that has a lease term of 12 months or less and does not contain a purchase option that we are reasonably certain to exercise).

The ROU assets and lease liabilities are recognized as of the commencement date based on the present value of the lease payments over the lease term.

The discount rate utilized for the measurement purpose is based on our secured fixed rate to borrow over a comparable term for the lease because the rate implicit in the lease is not determinable.

The discount rate utilized for the measurement purpose is based on our secured

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

fixed rate to borrow over a comparable term for the lease because the rate implicit in the lease is not determinable.

The lease term may include the options to extend or terminate the lease when it is reasonably certain that we will exercise the applicable option.

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Depreciation and amortization are provided on a straight-line basis over the following estimated useful lives:

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Buildings 25 to 40 years

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Equipment 3 to 7 years

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the remaining respective lease term.

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Under those circumstances, if the fair value were less than the carrying amount of the asset, we would recognize a loss for the difference.

Goodwill and Other Intangible Assets - Goodwill represents the excess of the purchase price of the acquired businesses and the related fair value of the net assets acquired.

At December 31, 2023, the carrying value of goodwill totaled $ 865.2 million, compared to total assets of $ 2.0 billion and total stockholders’ equity of $ 791.6 million.

Goodwill and Other Intangible Assets - Goodwill represents the excess of the purchase price of the acquired businesses over the related fair value of the net assets acquired.

At December 31, 2024, the carrying value of goodwill totaled $ 2.3 billion, compared to total assets of $ 4.5 billion and total stockholders’ equity of $ 1.8 billion.

Intangible assets consist of identifiable intangibles other than goodwill.

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A reporting unit is an operating segment of a business or one level below an operating segment.

At December 31, 2023, we had six reporting units, of which five carry goodwill balances.

At December 31, 2024, we had six reporting units carrying goodwill balances, of which one is a new reporting unit resulting from the Transaction.

The new reporting unit was added to align the internal reporting structure with services provided by the three practice groups.

As of December 31, 2024, the amount of goodwill assigned to this reporting unit is subject to change upon the finalization of the purchase price allocation.

Refer to Note.

2 Business Combinations for detailed discussion of the Transaction.

We may use either a qualitative or quantitative approach when testing a reporting unit’s goodwill for impairment.

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Goodwill is recognized for the excess of purchase price over the net fair value of assets acquired and liabilities assumed.

Contingent Purchase Price Liabilities - Contingent purchase price liabilities consisting of cash payments and common stock issuances result from our business acquisitions and are recorded at fair value at the time of acquisition as “Contingent purchase price liability - current” and “Contingent purchase price liability - non-current” in the accompanying Consolidated Balance Sheets.

Contingent Purchase Price Liabilities - Contingent purchase price liabilities consisting of cash payments and common stock issuances resulting from our business acquisitions are recorded at fair value at the time of acquisition as “Contingent purchase price liability - current” and “Contingent purchase price liability - non-current” in the accompanying Consolidated Balance Sheets.

We estimate the fair value of our contingent purchase price liabilities using a probability-weighted discounted cash flow model.

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Refer to Note 8, Fair Value Measurements, and Note 2, Business Combinations, for further discussion of our contingent purchase price liabilities and acquisitions.

Interest Rate Derivative Instruments - We maintain interest rate swaps that are designated as cash flow hedges to manage the market risk from changes in interest rates on our floating-rate debt under our $ 600.0 million unsecured credit facility, by and among CBIZ Operations, Inc., CBIZ, Inc.

Interest Rate Derivative Instruments - We maintain interest rate swaps that are designated as cash flow hedges to manage the market risk from changes in interest rates on our floating-rate debt under our $ 2.0 billion unsecured credit facility, by and among CBIZ Operations, Inc., CBIZ, Inc.

and Bank of America, N.A., as administrative agent and bank, and other participating banks.

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Accounting Standards Adopted in 2024

In August 2023, the FASB issued ASU No.

2023-04, Liabilities (Topic 405):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

121, which amended and added various SEC paragraphs in the ASC to reflect the issuance of SEC Staff Bulletin No.

We adopted ASU No.

2023-04 upon issuance and the adoption did not have a material impact on our consolidated financial statements and related disclosures.

In July 2023, the FASB issued ASU No.

2023-03, Presentation of Financial Statements (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X:

Income or Loss Applicable to Common Stock, which amended and added various SEC paragraphs in the ASC to reflect the issuance of SEC Staff Bulletin No.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosure about significant segment expenses.

We adopted ASU No.

2023-03 upon issuance and the adoption did not have a material impact on our consolidated financial statements and related disclosures.

2023-07 for the annual reporting period ending December 31, 2024, and disclosure of the significant segment expenses can be found in Note 19, Segment Disclosure, for the years ended December 31, 2024, 2023 and 2022.

Accounting Standards Issued But Not Yet Adopted

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In November 2024, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosure about significant segment expenses.

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

We are currently evaluating the effect of adopting this ASU will have on our consolidated financial statements.

BUSINESS COMBINATIONS

Acquisition of Marcum LLP

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 (“Merger Sub”) 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, 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”.

During the period from the acquisition date of Transaction through December 31, 2024, the Company's consolidated results of operations included $ 108.9 million of revenues and $ 57.1 million of operating losses, including $ 8.9 million of intangible assets amortization associated with the results of operations of Marcum.

Summary of Consideration Transferred

At closing, the purchase price for the purpose of the Merger consisted of an aggregate of $ 1,063.0 million of net 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.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Fair Value of Purchase Consideration

Cash consideration (1)

Share consideration (2)

Total $ 1,997,781

(1) Reflects the amount of cash consideration, which is equal to the Cash Payment Amount of $ 1,142.4 million as defined in the Merger Agreement, adjusted for the assumed indebtedness as outlined in the Merger Agreement, consisting of contingent consideration expected to be paid within 18 months of close, earned bonuses for Marcum employees, certain specific deferred revenue balances, and adjustments for certain lease liabilities, plus Marcum's finance lease obligations settled by the Company at close.

(2) Reflects the fair value of 13.6 million shares to be issued as Transaction consideration.

As defined in the Merger Agreement, the total number of shares to be issued was calculated on November 1, 2024, using the Base Purchase Price of $ 2,247.7 million less the Cash Payment Amount, assumed liabilities expected to be paid subsequent to 18-months after the closing date, and an adjustment for net working capital and deposit balances divided by $ 76.84 , to arrive at 14.3 million shares.

The total number of shares is fixed on November 1, 2024, the closing date of the Transaction.

Of the 14.3 million shares, approximately 0.7 million shares represent the share-based compensation awards which are subject to continued service requirements and therefore are not included in Transaction consideration.

The remaining 13.6 million shares constitute the share consideration and are included in Transaction consideration, of which approximately 3.1 million shares were delivered on January 2, 2025 and 0.3 million shares were delivered on February 3, 2025.

The remaining 10.2 million shares will be delivered in 34 monthly installments starting on March 3, 2025.

The estimated fair value of this deferred share consideration was estimated using a Monte Carlo simulation (“MC Simulation”).

In the MC Simulation, the stock price is assumed to follow a Geometric Brownian Motion, using the following key assumptions:

term of 3.1 years consistent with the issuance schedule outlined in the Merger Agreement, risk-free rate, stock price as of October 31, 2024, and volatility of 35 % based on the weekly historic volatility observed in the Company and guideline companies.

The Company fully financed the Cash consideration for the Transaction by borrowing under its 2024 Credit Facilities, as described in Note 10, Debt and Financing Arrangements.

The Company has 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).

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):

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

On November 1, 2024

Total consideration transferred

Asset acquired:

Account receivable 170,139

Unbilled revenue 23,247

Other current assets 25,914

Property and equipment 31,292

Other intangible assets 490,000

Right-of- use asset 164,970

Deferred income taxes, net 3,427

Total identifiable asset acquired 908,989

Liabilities assumed:

Account payable 25,370

Accrued personnel costs 44,650

Other current liabilities 27,267

Contingent purchase price assumed (current and non-current) 24,232

Lease liabilities (current and non-current) 172,792

Other non-current liabilities 61,967

Total liabilities assumed 356,278

Net asset acquired 552,711

Goodwill $ 1,445,070

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 values 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.

Goodwill is calculated as the difference between the aggregated purchase price and the fair value of the net assets acquired.

Goodwill represents the value of expected future earnings and cash flows, as well as the synergies created by the integration of the new businesses within our organization, including cross-selling opportunities expected with our Financial Services practice group and the Benefits and Insurance Services practice group, to help strengthen our existing service offerings and expand our market position, the enhanced expertise and experiences from the assembled workforce acquired, as well as operating efficiencies and cost savings.

As of November 1, 2024, the amount of goodwill deductible for income tax purposes was approximately $ 379.5 million.

The amount of goodwill deductible for tax purposes is expected to fluctuate as the share considerations are delivered to the sellers.

As of November 1, 2024, we recognized $ 1,445.1 million goodwill of which $ 1,433.5 million was allocated to the Financial Services practice group and $ 11.6 million was allocated to the Benefit and Insurance Services practice group on a provisional basis.

Identifiable Intangible Assets Acquired

The following table summarizes key information underlying identifiable intangible assets related to the Transaction (in thousands):

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Weighted Average Useful Life (in years) Fair Value

10.0 $ 474,000

Non-competition agreements 3.0 16,000

Unfavorable leaseholds, net

7.9 ( 7,822 )

Total $ 482,178

The preliminary estimate of the fair value of the identifiable intangible assets was determined using the methods described below.

The fair value measurements were primarily based on significant inputs that are not observable in the market and thus represent a Level 3 measurement of the fair value hierarchy as defined in ASC 820, Fair Value Measurements (“ASC 820”).

Intangible assets consist of acquired customer relationships and non-competition agreements.

◦ Client list intangible assets were valued using the excess earnings method.

The excess earning method of valuation is an approach where the net earnings attributable to the asset being measured are isolated from other “contributory assets” over the intangible asset’s remaining economic life.

◦ Non-competition agreements intangible assets were valued using the discounted earnings method, specifically the with and without method.

The with and without method of valuation is an approach that considers the hypothetical impact to the projected cash flows of the business if the intangible asset was not in place.

◦ Unfavorable leaseholds, net are valued using the discounted cash flow approach.

The discounted cash flow approach method of valuation is an approach that compares the future contract rents of acquired leases with the projected market rents.

If the lease terms are favorable compared to the market, the Company records an asset.

If the lease terms are unfavorable as compared to the market, the Company records a liability.

Deferred Income Taxes

The preliminary purchase allocation includes net deferred tax assets of $ 3.4 million, primarily related to the deferred taxes established on the right-of-use asset and lease liabilities associated with the operating leases, deferred revenue liabilities, and deferred performance obligations.

Pro Forma Financial Information

The following table summarizes, on an unaudited pro forma basis, the condensed combined results of operations of the Company for the year ended December 31, 2024 and 2023, assuming the Transaction had occurred on January 1, 2023 (in thousands).

For the year ended December 31,

$ 2,790,091 $ 2,698,828

Net Income $ 111,015 $ 88,371

The foregoing unaudited pro forma amounts have been presented for informational purposes only and are not necessarily indicative of what CBIZ’s results of operations actually would have been had the Transaction been completed on January 1, 2023.

In addition, the unaudited pro forma income statements do not intend to project the future operating results of the Company.

The unaudited pro-forma information for all periods presented includes the following adjustments, where applicable, for business combination accounting effects resulting from the Transaction:

additional amortization expense related to intangible assets acquired and net unfavorable leases,

additional salary and bonus for Marcum’s partners which have been recognized in equity historically

incremental interest expense as a result of Transaction financing and pay down of historical debt of Marcum and the Company

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

adjustment to conform Marcum's process of estimating unbilled revenue at net realizable value to the accounting policy utilized by the Company,

incremental expense for the performance bonuses and the tail insurance policy as a result of the Transaction,

the related tax effects assuming that the Transaction occurred on January 1, 2023.

Additionally, the pro forma adjustments also include acquisition related transaction costs of $ 28.7 million incurred by the Company.

These expenses are included in Corporate general and administrative expenses on the Company’s Consolidated Statements of Comprehensive Income for the year ended December 31, 2024 and are reflected in pro forma earnings for the year ended December 31, 2023 in the table above.

The majority of the operating results of Marcum are reported in the Financial Services Practice group and the remainder of the operating results are reported in the Benefit and Insurance Services practice group.

Other Acquisitions

During the years ended December 31, 2024 and 2023, in addition to the Transaction discussed above, we also completed the following immaterial acquisitions:

• Effective February 1, 2024, we acquired all of the assets of Erickson, Brown & Kloster LLC ("EBK").

EBK, based in Colorado Springs, Colorado, is a provider of a full range of accounting, tax, and financial advisory services to clients in a wide array of industries.

Operating results for EBK are reported in the Financial Services practice group.

• Effective March 1, 2024, we acquired all the assets of CompuData, Inc ("CompuData").

CompuData, based in Philadelphia, Pennsylvania, is a provider of technology services and solutions, such as Cloud Hosting, ERP Solutions, IT Security and Managed IT Services.

Operating results for CompuData are reported in the Financial Services practice group.

• Effective June 1, 2024, we acquired all of the assets of Educational & Institutional Insurance Administrators, Inc ("EIIA").

EIIA, based in Chicago, Illinois, is a provider of private higher education specific insurance and risk management programs and services.

Operating results for EIIA are reported in the Benefits and Insurance practice group.

• Effective October 1, 2024, we acquired all of the assets of Hoover Financial Advisors, Inc ("Hoover").

Hoover, based in Indianapolis, Indiana, is a provider of financial planning advice for individuals, families, and small businesses.

Operating results of Hoover are reported in the Benefits and Insurance Services practice group.

• Effective January 1, 2023, we acquired all of the assets of Danenhauer and Danenhauer, Inc.

("Danenhauer and Danenhauer").

Danenhauer and Danenhauer, based in California, is a provider of forensic accounting, business valuation, expert witness testimony, and other services for businesses and individuals.

Operating results for Danenhauer and Danenhauer are reported in the Financial Services practice group.

◦ Effective February 1, 2023, we acquired the non-attest assets of Somerset CPAs and Advisors ("Somerset").

Somerset, based in Indianapolis, Indiana, is a provider of a full range of accounting, tax, and financial advisory services to clients in a wide array of industries.

Operating results for Somerset are reported in the Financial Services practice group.

◦ Effective June 1, 2023, we acquired all of the assets of Pivot Point Security ("PPS").

PPS, based in Hamilton, New Jersey, is a provider of cyber and information security, and compliance services for small and middle market businesses.

Operating results for PPS are reported in the Financial Services practice group.

◦ Effective June 1, 2023, we acquired all of the assets of Ickovic and Co.

PC ("Ickovic and Co.").

Ickovic and Co., based in Denver, Colorado, is a provider of bespoke services and solutions for high-net-worth individuals, business owners and executives.

Operating results for Ickovic and Co.

are reported in the Financial Services practice group.

◦ Effective July 1, 2023, we acquired all of the assets of American Pension Advisors, Ltd.

APA, based in Indianapolis, Indiana, is a provider of full-service retirement plan consulting and

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

administration assisting more than 1,200 clients in the design, implementation, and administration of all types of retirement plans including 401(k), 403(b), 457(b), defined benefit and cash balance.

Operating results for APA are reported in the Benefits and Insurance Services practice group.

Total purchase price consideration for the acquisitions of EBK, CompuData, EIIA, and Hoover (together, the “Other 2024 Acquisitions”) was $ 42.2 million, of which $ 24.0 million was paid in cash, $ 2.4 million in our Common Stock, and $ 15.8 million in contingent purchase considerations.

The Other 2024 Acquisitions added approximately $ 28.7 million incremental revenue in 2024.

Total purchase price consideration for the acquisitions of Danenhauer and Danenhauer, Somerset, PPS, Ickovic and Co., and APA (together, the "2023 Acquisitions") was $ 90.0 million, of which $ 53.0 million was paid in cash, $ 4.8 million in our Common Stock, and $ 32.1 million in contingent purchase considerations.

The 2023 Acquisitions added approximately $ 64.9 million in incremental revenue in 2023.

Pro forma results of operations for both the Other 2024 Acquisitions and the 2023 Acquisitions are not provided due to limitations in retrospective application of estimates to historical financial information as well as the immateriality of such information as compared to our total revenue and net income for year ended December 31, 2024 and 2023, respectively.

The following table summarizes the aggregated goodwill and intangible asset amounts resulting from the Other 2024 Acquisitions and the 2023 Acquisitions for the twelve months ended December 31, 2024 and 2023, respectively (in thousands):

Twelve Months Ended December 31,

Financial Services Benefits & Insurance Financial Services Benefits & Insurance

Goodwill $ 25,237 $ 2,345 $ 41,322 $ 3,932

Client list 10,514 2,644 33,196 2,053

Other intangibles — — 18 —

Total $ 35,751 $ 4,989 $ 74,536 $ 5,985

Goodwill from the Other 2024 Acquisitions and 2023 Acquisitions is calculated as the difference between the aggregated purchase price and the fair value of the net assets acquired.

Client lists generally have an expected life of 10 years, and other intangibles, primarily non-compete agreements, have an expected life of 3 years.

Client lists and non-compete agreements are valued using a discounted cash flow technique based on management estimates of future cash flows from such assets.

Other Disclosures

The following table summarizes the changes in contingent purchase price consideration for previous acquisitions and contingent payments made for previous business acquisitions during the year ended December 31, 2024 and 2023, respectively (in thousands):

Net expense 6,994 2,743

Cash settlement paid 56,594 45,010

Shares issued (number) 126 140

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

The following tables disaggregate our revenue by source (in thousands):

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Total revenue $ 1,362,539 $ 401,048 $ 49,885 $ 1,813,472

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

For the Year Ended December 31, 2023

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Financial Services

Revenue primarily consists of professional service fees derived from traditional accounting services, tax return preparation, administrative services, financial and risk advisory, consulting and valuation services.

Clients are billed for these services based upon a fixed-fee, an hourly rate, or an outcome-based fee.

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The cumulative impact on any subsequent revision in the estimated realizable value of unbilled fees for a particular client project is reflected in the period in which the change becomes known.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Prior to recognizing revenue for outcome-based arrangement, we estimate the transaction price, including variable consideration that is subject to a constraint based on risks specific to the arrangement.

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We pay commissions monthly and require the recipient of the commission to be employed as of the end of the month in which the commissions are earned (as opposed to at the time of actual payment).

Failure to remain employed at the date the

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

commission is payable results in the forfeiture of commissions that would otherwise be due.

Failure to remain employed at the date the commission is payable results in the forfeiture of commissions that would otherwise be due.

Therefore, we have determined that the requirement of continued employment is substantive and accordingly, do not consider the commissions to be incremental costs of obtaining the customer contract and consequently a contract acquisition cost is not recognized for those commissions.

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Revenue related to retirement plan services consist of advisory, third party administration and actuarial services.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

• Advisory revenue is either (i) based on the value of assets under management, as provided by a third party, multiplied by an agreed upon rate, (ii) fee based, or (iii) a combination of fixed fee and value of assets under management.

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• Third party administration revenue is recognized over the contract period as these services are provided to clients continuously throughout the term of the arrangement.

Our clients benefit from each

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month of service on its own, and although the volume of tasks may differ month to month, our obligation to perform substantially remains the same.

Our clients benefit from each month of service on its own, and although the volume of tasks may differ month to month, our obligation to perform substantially remains the same.

• Actuarial revenue is recognized over the contract period with performance measured in hours in relation to the expected total hours.

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We have applied the provisions of Topic 606 and the FASB Transition Resource Group memo number 10-14, and note that the definition of contract duration does not extend beyond the goods and services already transferred for contracts that provide both the Company and the client with the right to cancel or terminate the contract with no substantial penalty.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

ACCOUNTS RECEIVABLE, NET

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Accounts receivable, net $ 534,858 $ 380,152

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Changes in the allowance for doubtful accounts on accounts receivable are as follows (in thousands):

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A summary of changes in the carrying amount of goodwill by operating segment for the years ended December 31, 2024 and 2023 were as follows (in thousands):

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Services Benefits and

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We review goodwill at the reporting unit level at least annually, as of November 1, for impairment.

We had five reporting units at November 1, 2023.

We had six reporting units at November 1, 2024.

No goodwill impairment was recognized as a result of the annual evaluation.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

As a result of the Transaction, we recognized $ 1,445.1 million goodwill of which $ 1,433.5 million was allocated to the Financial Services practice group and $ 11.6 million was allocated to the Benefit and Insurance Services practice group on a provisional basis.

The components of goodwill and other intangible assets, net at December 31, 2024 and 2023 were as follows (in thousands):

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The carrying amounts of our cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short maturity of these instruments and are classified as Level 1 in the fair value hierarchy.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

The carrying value of bank debt approximates fair value, as the interest rate on the bank debt is variable and approximates current market rates.

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The net par values of these securities total $ 41.3 million and $ 40.0 million at December 31, 2024 and 2023, respectively.

The bonds have maturity dates or callable dates ranging from January 2024 through December 2025, and are included in “Funds held for clients — current” in the accompanying Consolidated Balance Sheets based on our intent and ability to sell these investments at any time under favorable conditions.

The bonds have maturity dates or callable dates ranging from January 2025 through November 2027, and are included in “Funds held for clients — current” in the accompanying Consolidated Balance Sheets based on our intent and ability to sell these investments at any time under favorable conditions.

At December 31, 2024 and December 31, 2023, 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.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

The following table summarizes our bond activity for the years ended December 31, 2024 and 2023 (in thousands):

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

Interest Rate Swaps - We utilize interest rate swaps to manage interest rate risk exposure associated with our floating-rate debt under the 2022 credit facility, or the forecasted acquisition of such liability.

Interest Rate Swaps - We utilize interest rate swaps to manage interest rate risk exposure associated with our floating-rate debt under the 2024 Credit Facilities, or the forecasted acquisition of such liability.

To mitigate counterparty credit risk, we only enter into contracts with selected major financial institutions with investment grade ratings and continually assess their creditworthiness.

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The mark-to-market gains or losses on the swaps are deferred and included as a component of accumulated other comprehensive income (“AOCI”), net of tax, to the extent the hedge is determined to be effective, and reclassified to interest expense in the same period during which the hedged transaction affects earnings.

The interest rate swaps are assessed for effectiveness and continued qualification for hedge accounting on a quarterly basis.

The interest rate swaps are assessed for effectiveness and continued

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

qualification for hedge accounting on a quarterly basis.

For the years ended December 31, 2024 and 2023, the interest rate swaps were deemed to be effective.

As a result of the 2022 credit facility, CBIZ amended the interest rate swap agreements with respect to the existing swaps.

Effective May 16, 2022, the scheduled reset date, the interest rate of the swaps are set to one-month term SOFR to align the swaps to term SOFR in the 2022 credit facility as a result of reference rate reform.

No other terms under the swap agreements were amended.

CBIZ did not amend the interest rate swap agreements from under the 2024 Credit Facilities.

The interest rate of the swaps are set to one-month term SOFR to align the swaps to term SOFR in the 2024 Credit Facilities.

As of December 31, 2024, we have five interest rate swaps outstanding.

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The following table summarizes our outstanding interest rate swaps and their classification in the accompanying Consolidated Balance Sheets at December 31, 2024 and 2023 (in thousands).

Refer to Note 7, Fair Value Measurements, to the accompanying consolidated financial statements for additional disclosures regarding fair value measurements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

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

December 31, 2024

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Value Balance Sheet Location

Interest rate swap $ 50,000 0.834 % 4/14/2025 $ 495 Other current asset

Interest rate swap $ 30,000 1.186 % 12/14/2026 $ 1,604 Other non-current asset

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Interest rate swap $ 25,000 3.669 % 4/14/2028 $ 243 Other non-current asset

Interest rate swap (1)

$ 25,000 3.669 % 4/14/2028 $ ( 129 ) Other non-current liability

Interest rate swap (2)

$ 25,000 4.488 % 10/14/2028 $ ( 1,063 ) Other non-current liability

(1) Entered into during the first quarter of 2023.

(2) Entered into during the fourth quarter of 2023.

Interest rate swap $ 25,000 4.488 % 10/14/2028 $ ( 437 ) Other non-current liability

December 31, 2023

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Value Balance Sheet Location

Interest rate swap (3)

$ 15,000 2.571 % 6/1/2023 $ 133 Other current asset

Interest rate swap $ 50,000 0.834 % 4/14/2025 $ 3,726 Other non-current asset

Interest rate swap $ 50,000 0.834 % 4/14/2025 $ 2,282 Other current asset

Interest rate swap $ 30,000 1.186 % 12/14/2026 $ 2,125 Other non-current asset

Interest rate swap $ 20,000 2.450 % 8/14/2027 $ 784 Other non-current asset

(3) Expired during the second quarter of 2023.

Interest rate swap $ 25,000 3.669 % 4/14/2028 $ ( 129 ) Other non-current liability

Interest rate swap $ 25,000 4.488 % 10/14/2028 $ ( 1,063 ) Other non-current liability

During the next twelve months, the amount of the December 31, 2024, AOCI balance that will be reclassified to earnings is expected to be immaterial.

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• Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities

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• Level 2 — Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability

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As circumstances change, we will reassess the level in which the inputs are included in the fair value hierarchy.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

For the years ended December 31, 2024 and 2023, there were no transfers between the valuation hierarchy Levels 1, 2 and 3.

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For financial reporting purposes, income before income taxes includes the following components (in thousands):

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

2024 2023 2022

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Total $ 57,807 $ 166,303 $ 141,475

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Income tax expense included in the accompanying Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022 was as follows (in thousands):

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Share-based compensation ( 3,907 ) ( 5,820 ) ( 6,832 )

Meals and entertainment 1,193 1,168 337

Non-deductible officers' compensation 3,762 5,485 2,507

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Effective income tax rate 29.0 % 27.3 % 25.5 %

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2024 and 2023, were as follows (in thousands):

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Employee benefits and compensation 45,122 38,137

Lease costs 7,398 6,871

Acquisition-related costs 9,110 —

Deferred revenue 4,446 —

Property and equipment 141 —

Lease liabilities 116,080 7,398

Other deferred tax assets 1,103 1,888

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Goodwill and other intangibles 85,771 77,005

Right of Use assets 105,478 —

Property and equipment — 836

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We have established valuation allowances for deferred tax assets related to certain employee benefits and compensation and state net operating loss (“NOL”) carryforwards at December 31, 2024 and December 31, 2023.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

The net decrease in the valuation allowance of $ 0.4 million for the year ended December 31, 2023 related to changes in the valuation allowance for NOLs and certain employee benefits and compensation.

The net increase in the valuation allowance of $ 0.2 million for the year ended December 31, 2024, related to changes in the valuation allowance for NOLs and certain employee benefits and compensation.

In assessing the realization of deferred tax assets, management considers all available positive and negative evidence, including projected future taxable income, scheduled reversal of deferred tax liabilities, historical financial operations and tax planning strategies.

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We file income tax returns in the United States, Canada, and most state jurisdictions.

CBIZ's federal income tax returns for years ending prior to January 1, 2020 are no longer subject to examination.

With limited exceptions, our state and local income tax returns and non-U.S.

income tax returns are no longer subject to tax authority examinations for years ending prior to January 1, 2019 and January 1, 2018, respectively.

Beginning in 2024, we will file tax returns in the Philippines.

In general, the examination of our material tax returns is complete for years ending prior to January 1, 2021.

In the fourth quarter of 2024, the Internal Revenue Service selected our 2022 federal tax return for examination.

As we are in the early stages of the examination, we have received no indications of material adjustments that will be assessed as a result of the examination.

With limited exceptions, our state and local income tax returns for years ending prior to January 1, 2020, and non-U.S.

income tax returns for years ending prior to January 1, 2021, are no longer subject to tax authority examinations.

The availability of NOLs and state tax credits are reported as a component of deferred tax assets, net of applicable valuation allowances, in the accompanying Consolidated Balance Sheets.

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A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

2024 2023 2022

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Additions for positions of prior years 168 103 486

Settlements of prior year positions — — ( 374 )

Lapse of statutes of limitation ( 174 ) ( 545 ) ( 144 )

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DEBT AND FINANCING ARRANGEMENTS

2022 credit facility

On May 4, 2022, we entered into a credit facility (the "2022 credit facility" or the "credit facility"), which amended and restated the 2018 credit facility.

The 2022 credit facility increased our borrowing capacity from $ 400 million to $ 600 million, providing us with the capital necessary to meet our working capital needs as well as the flexibility to continue with our strategic initiatives, including business acquisitions and share repurchases.

Other important key terms of the 2022 credit facility included:

(i) an accordion feature that permits lenders to extend an additional $ 200 million at later date;

(ii) no change in pricing from the 2018 credit facility;

(iii) upsizing of baskets and various sublimits to reflect the increased size of the Company's business;

(iv) a swing line facility increase from $ 25 million to

2024 Credit Facilities

On November 1, 2024, the Company and CBIZ Operations, Inc., a wholly owned subsidiary of the Company, as the borrower (“CBIZ Operations”), Bank of America, N.A., as administrative agent, and the other financial institutions party thereto entered into an amended and restated credit agreement (the “2024 Credit Facilities”) providing for $ 2.0 billion in 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”).

The 2024 Credit Facilities amend and restate the 2022 credit facility entered into on May 4, 2022 (the "2022 Credit Facility").

The proceeds of the Term Loan were used to pay the cash consideration and make certain other payments in connection with the closing of the Transaction and to repay outstanding amounts under the 2022 Credit Facility.

Th e 2024 Credit Facilities mature 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 commitments under the 2024 Credit Facilities may be increased in the form of incremental term facilities and/or increased commitments under the Revolving Credit Facility in an aggregate principal amount of up to the sum of (a) the greater of (i) $ 465.0 million and (ii) 100 % of EBITDA, plus (b) an unlimited amount, so long as Total Net Leverage Ratio (“TNLR”) is no more than the lesser of 3.50 to 1.00 and TNLR at the closing after giving pro forma effect to the Transaction.

The Company may elect an interest rate for the Term Loan and the Revolving Credit Facility based on the Base Rate or Term SOFR, plus an applicable spread.

The Base Rate option is the highest of:

(i) the Bank of America prime rate;

(ii) the federal funds rate plus 0.50 % ;

or (iii) Term SOFR plus 1.0 % .

Term SOFR is the forward-looking term rate based on the secured overnight financing rate that is published by CME Group Benchmark Administration Limited (or a successor administrator of such rate) plus a 0.10 % SOFR Adjustment.

The applicable spreads under the 2024 Credit Facilities will be 0.375 % to 1.50 % and 1.375 % to 2.50 % above the Base Rate and Term SOFR, respectively.

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

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

$ 50 million, providing for same-day funds to cover daily liquidity needs;

and (v) base interest rate amended from LIBOR to Term SOFR.

In connection with our 2022 credit facility, we incurred approximately $ 2.1 million of financing costs during the second quarter of 2022.

The financing costs are deferred and reported as a reduction of debt on the accompanying Consolidated Balance Sheets, are included as a component of cash flow from financing activities on the accompanying Consolidated Statements of Cash Flows, and are being amortized as interest expense over the term of the 2022 credit facility.

In addition, we wrote-off approximately $ 41 thousand of unamortized deferred cost associated with the 2018 credit facility as additional interest expense in the second quarter of 2022.

The 2022 credit facility matures on May 4, 2027.

The balance outstanding under the 2022 credit facility was $ 312.4 million and $ 265.7 million for the year ended December 31, 2023 and 2022, respectively.

The combined effective interest rates under the 2018 and 2022 credit facilities, including the impact of interest rate swaps associated with those credit facilities, were as follows:

Weighted average rates 5.23 % 2.67 %

Range of effective rates 1.93 % - 8.00 %

1.08 % - 5.44 %

We had approximately $ 272.0 million of available funds under the 2022 credit facility at December 31, 2023, based on the terms of the commitment.

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

Under the 2022 credit facility, 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 credit facility.

The 2022 credit facility 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 2022 credit facility 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 common stock, subject to the limitations of the credit facility and applicable law.

The credit facility contains a provision that, in the event of a defined change in control, the credit facility may be terminated.

In addition, the 2022 credit facility contains financial covenants that require us to meet certain requirements with respect to (i) a total leverage ratio and (ii) minimum interest charge coverage ratio which may limit our ability to borrow up to the total commitment amount.

our common stock.

Our Board of Directors has discretion over the payment and level of dividends on 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 TNLR 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 the 2022 Credit Facility, but with increases to certain baskets and caps and certain other exceptions.

As of December 31, 2024, we are in compliance with all covenants.

In connection with our 2024 Credit Facilities, we incurred $ 20.7 million of financing costs during the year ended December 31, 2024.

As of December 31, 2024, the borrowings outstanding under the 2024 Credit Facilities was $ 1.42 billion, consisting of $ 1.4 billion of the Term Loan and $ 20.9 million of borrowings under the Revolving Credit Facility.

As of December 31, 2023 the outstanding debt balance was $ 312.4 million under the 2022 Credit Facility.

The blended interest rates under the 2024 Credit Facilities and 2022 Credit Facility, including the impact of interest rate swaps associated with those credit facilities, were as follows:

Weighted average blended interest rate 6.00 % 5.23 %

Range of blended interest rates 1.93 % - 6.84 %

1.93 % - 8.00 %

We had approximately $ 556.0 million of available funds under the 2024 Credit Facilities at December 31, 2024, 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.

Other line of credit

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Refer to Note 7, Financial Instruments, for further discussion regarding these investments.

The line of credit, which was renewed on August 3, 2023 and will terminate on August 1, 2024, did no t have a balance outstanding at December 31, 2023 and 2022.

The line of credit did no t have a balance outstanding at December 31, 2024 and 2023.

On August 1, 2024, we renewed the line of credit and it will now terminate on July 31, 2025.

Borrowings under the line of credit bear interest at the prime rate.

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Other line of credit — 1 6

Other 37 — 25

$ 34,379 $ 20,131 $ 8,039

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The components of accumulated other comprehensive income at December 31, 2024 and 2023 were as follows (in thousands):

Net unrealized loss on available-for-sale securities, net of income tax benefit of $ 168 and $ 571 , respectively

Net unrealized loss of available-for-sale securities, net of income tax expense of $ 14 and income tax benefit of $ 168 , respectively

$ ( 48 ) $ ( 505 )

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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 $ 3.5 million at December 31, 2024 and 2023, respectively.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

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 $ 2.3 million at December 31, 2024 and 2023, respectively.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Legal Proceedings - On December 19, 2016, CBIZ Operations, Inc.

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The trial court conducted a hearing on December 12, 2023, to consider evidence regarding the amount of damages owed by Zotec to CBIZ on the counterclaim.

On March 12, 2024, the court awarded CBIZ $ 3.1 million on its counterclaim.

On April 10, 2024, Zotec filed a notice of appeal.

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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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.

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Non-qualified Deferred Compensation Plan - We sponsor a non-qualified deferred compensation plan, under which certain members of management and other highly compensated employees may elect to defer receipt of a portion of their annual compensation, subject to maximum and minimum percentage limitations.

The amount of

The amount of compensation deferred under the plan is credited to each participant’s deferral account and a non-qualified deferred compensation plan obligation is established by us.

An amount equal to each participant’s compensation deferral is transferred into a rabbi trust and invested in various debt and equity securities as directed by the participants.

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compensation deferred under the plan is credited to each participant’s deferral account and a non-qualified deferred compensation plan obligation is established by us.

An amount equal to each participant’s compensation deferral is transferred into a rabbi trust and invested in various debt and equity securities as directed by the participants.

The assets of the rabbi trust are held by us and recorded as “Assets of deferred compensation plan” in the accompanying Consolidated Balance Sheets.

assets of the rabbi trust are held by us and recorded as “Assets of deferred compensation plan” in the accompanying Consolidated Balance Sheets.

Assets of the non-qualified deferred compensation plan consist primarily of investments in mutual funds, money market funds and equity securities.

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We recorded income of $ 21.1 million related to those investments for the year ended December 31, 2024.

For the year ended December 31, 2022, we recorded a loss of $ 19.6 million and income of $ 19.5 million for the year ended December 31, 2021, related to these investments.

For the year ended December 31, 2023, we recorded income of $ 19.5 million and a loss of $ 19.6 million for the year ended December 31, 2022, related to these investments.

These investments are specifically designated as available to us solely for the purpose of paying benefits under the non-qualified deferred compensation plan.

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Repurchased shares are held in treasury and may be reserved for future use in connection with acquisitions, employee share plans and other general purposes.

Under the 2022 credit facility, described in Note 9, Debt and Financing Arrangements, share repurchases are unlimited when total leverage is less than 3.0 .

When leverage is greater than 3.0 , the annual share repurchase is limited to $ 35.0 million.

Under the Share Repurchase Program, we repurchased 1.3 million and 2.8 million shares on the open market at a cost (including fees and commissions) of $ 65.1 million and $ 122.8 million during the years ended December 31, 2023 and 2022, respectively.

Under the 2024 Credit Facilities, described in Note 10, Debt and Financing Arrangements, share repurchases are unlimited when total leverage is less than 3.0 x on a proforma basis including such share repurchases.

When leverage is greater than 3.0 x but less than the Adjusted Total Leverage Ratio (defined as the maximum leverage ration less 0.25 x) on a proforma basis including share repurchases, the annual share repurchase is limited to the greater of $ 50.0 million and 10 percent of Pro Forma EBITDA.

Under the Share Repurchase Program, we repurchased no shares on the open market during the year ended December 31, 2024.

We repurchased 1.3 million shares on the open market at a cost (including fees and commissions) of $ 65.1 million during the year ended December 31, 2023.

Shares repurchased to settle statutory employee withholding related to vesting of stock awards were 0.2 million shares at a cost of $ 11.5 million during the year ended December 31, 2024 and 0.2 million shares at a cost of $ 8.4 million during the year ended December 31, 2023.

Common Stock Issued for Marcum Acquisition - Pursuant to the Merger Agreement and as part of the total purchase price consideration, on January 2, 2025 and February 3, 2025, we issued and delivered approximately 3.1 million and 0.3 million shares of our Common Stock, respectively, to the selling shareholders in the Transaction.

The remaining 10.2 million shares will be issued and delivered in 34 monthly installments starting March 3, 2025.

EMPLOYEE STOCK PLANS

Employee Stock Purchase Plan - The 2007 Employee Stock Purchase Plan (“ESPP”), which has a termination date of June 30, 2026, allows qualified employees to purchase shares of common stock through payroll deductions up to a limit of $ 25,000 of stock per calendar year.

The price an employee pays for shares is 85 % of the fair market value of our common stock on the last day of the purchase period.

The price an employee pays for shares is 85 % of the fair market

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value of our common stock on the last day of the purchase period.

Purchase periods begin on the sixteenth day of the month and end on the fifteenth day of the subsequent month.

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The total number of shares of common stock that can be purchased under the ESPP shall not exceed 2.0 million shares.

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Stock Awards - We granted various stock-based awards through the year ended December 31, 2024 under the CBIZ, Inc.

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At December 31, 2024, approximately 2.0 million shares were available for future grant under the 2019 Plan.

Effective January 1, 2020, the 2019 Plan replaced and superseded the CBIZ, Inc.

2014 Stock Incentive Plan (“2014 Plan”).

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

During the years ended December 31, 2024, 2023 and 2022, we recognized compensation expense (before income tax expense) for these awards as follows (in thousands):

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Stock Options - Certain employees and non-employee directors were granted stock options.

Stock options awarded to non-employee directors have generally been granted with immediate vesting.

Stock options awarded to employees are generally subject to a 25 % incremental vesting schedule over a four-year period commencing from the date of grant.

At the discretion of the Compensation Committee of the Board of Directors, options awarded under the 2019 Plan may vest in a time period shorter than four years .

Stock options expire six years from the date of grant and are awarded with an exercise price equal to the market value of our common stock on the date of grant.

Stock options may be granted alone or in addition to other awards and may be of two types:

incentive stock options and non-qualified stock options.

During the year ended December 31, 2023 and 2021, we granted 50 thousand and 50 thousand stock options to non-employee directors, respectively.

We did no t grant any stock options during the year ended December 31, 2022.

Stock option activity during the year ended December 31, 2023 was as follows (number of options in thousands):

Options Weighted

Exercise Price

Per Share Weighted

Contractual Term Aggregate

(in millions)

Outstanding at December 31, 2022 553 $ 21.03

Granted 50 $ 48.40

Exercised ( 453 ) $ 19.35

Outstanding at December 31, 2023 150 $ 35.22 3.77 years $ 4.1

Vested and exercisable at December 31, 2023 150 $ 35.22 3.77 years $ 4.1

• The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2023 and 2021 was $ 0.8 million and $ 0.4 million, respectively.

• The aggregate intrinsic value of stock options exercised during each of the years ended December 31, 2023, 2022 and 2021 was $ 15.0 million, $ 19.1 million and $ 13.6 million, respectively.

The intrinsic value is calculated as the difference between our stock price on the exercise date and the exercise price of each option exercised.

• At December 31, 2023, we didn't have any unrecognized compensation cost for stock options.

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We utilized the Black-Scholes-Merton option-pricing model to determine the fair value of stock options on the date of grant.

The fair value of stock options granted during the years ended December 31, 2023 and 2021 were $ 15.35 and $ 8.10 , respectively.

The following weighted average assumptions were utilized:

Expected volatility (1) 28.57 % 27.49 %

Expected option life (years) (2) 4.74 4.71

Risk-free interest rate (3) 3.89 % 0.74 %

Expected dividend yield (4) — % — %

(1) The expected volatility assumption was determined based upon the historical volatility of our stock price, using daily price intervals.

(2) The expected option life was determined based upon our historical data using a midpoint scenario, which assumes all options are exercised halfway between the expiration date and the weighted average time it takes the option to vest.

(3) The risk-free interest rate assumption was upon zero-coupon U.S.

Treasury bonds with a term approximating the expected life of the respective options.

(4) The expected dividend yield assumption was determined in view of our historical and estimated dividend payouts.

Restricted Stock Units and Awards - Under the 2019 Plan, certain employees and non-employee directors were granted restricted stock units and awards.

Restricted stock units and awards are independent of option grants and vest at no cost to the recipients.

During the year ended December 31, 2024, there were no stock options granted or exercised.

As of December 31, 2024, we have 150 thousand stock options outstanding with a weighted average exercise price per share of $ 35.22 .

Restricted Stock Units and Awards - Under the 2019 Plan, certain employees, non-employee directors, and third-party service providers were granted restricted stock units and awards.

Restricted stock units and awards vest at no cost to the recipients.

Restricted stock units and awards are subject to forfeiture if employment terminates prior to the release of restrictions, generally one to four years from the date of grant.

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Non-vested at December 31, 2023 223 $ 41.19

Granted 109 $ 48.64

Vested ( 131 ) $ 38.76

Forfeited ( 3 ) $ 38.52

Non-vested at December 31, 2024 899 $ 67.01

(1) Represents weighted average market value of the shares as the awards are granted at no cost to the recipients.

(2) As a result of the Transaction approximately 713 thousand shares were granted to certain employees and third-party providers.

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• At December 31, 2024, we had unrecognized compensation cost for restricted stock units and awards of $ 53.6 million to be recognized over a weighted average period of approximately 3.20 years.

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This market value was recorded as unearned compensation and is recognized as expense ratably over the periods which the restrictions lapse.

• Awards outstanding at December 31, 2023 will be released from restrictions at dates ranging from February, 2024 through February, 2026.

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• Awards outstanding at December 31, 2024 will be released from restrictions at dates ranging from February, 2025 through November, 2028.

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.

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Adjustments for performance results (2)

Forfeited ( 7 ) $ 39.09

Outstanding at December 31, 2024 285 $ 48.18

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The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share for the years ended December 31, 2024, 2023, and 2022 (in thousands, except per share data):

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Year Ended December 31,

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(1) For the years ended December 31, 2024, 2023 and 2022, a total of 173 thousand, 58 thousand and 68 thousand stock based awards, respectively, were excluded from the calculation of diluted earnings per share as their exercise prices would render them anti-dilutive.

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(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.

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Operating cash flows for operating leases $ 52,483 $ 46,936

Our leases have remaining lease terms ranging from 1 to 20 years.

Our leases have remaining lease terms ranging from less than 1 year to approximately 19 years.

These leases generally contain renewal options for periods ranging from two to five years .

Because the Company is not reasonably certain to exercise these renewal options, the options are not included in the lease term, and associated potential option payments are excluded from lease payments.

Because the Company is not

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reasonably certain to exercise these renewal options, the options are not included in the lease term, and associated potential option payments are excluded from lease payments.

Maturities of operating lease liabilities at December 31, 2024 and minimum cash commitments under operating leases at December 31, 2023 were as follows (in thousands):

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Total lease liabilities $ 433,135

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December 31, 2023

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In the aggregate, we paid approximately $ 1.6 million, $ 1.2 million and $ 1.9 million during the years ended December 31, 2024, 2023 and 2022, respectively, under such leases.

Jerome Grisko, President and CEO of CBIZ, is a board member of Global Prairie PBC, Inc.

("Global Prairie").

Global Prairie performed consulting work for us during the year ended December 31, 2023 and 2022 for which we paid approximately $ 0.2 million and $ 0.2 million, respectively.

BUSINESS COMBINATIONS

Our acquisition strategy focuses on businesses with a leadership team that is committed to best in class culture, extraordinary client service and cross-serving potential.

CBIZ has a long history of acquiring businesses that share common cultural values with us and provide value-added services to the small and midsize business market.

The valuation of any business is a subjective process and includes industry, geography, profit margins, expected cash flows, client retention, nature of recurring or non-recurring project-based work, growth rate assumptions and competitive market conditions.

During the year ended December 31, 2023, we completed the following acquisitions:

◦ Effective January 1, 2023, we acquired all of the assets of Danenhauer and Danenhauer, Inc.