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Item 1. Financial Statements

2025-04-25 compared with 2024-11-07 · 186 added, 316 removed, 355 unchanged (59% of the section changed)

3 unchanged sentences

(In thousands)

September 30,

2025 December 31,

21 unchanged sentences

Operating lease liabilities 61,673 60,549

Short-term debt (1)

66,226 66,177

Other current liabilities 111,658 78,579

3 unchanged sentences

Non-current liabilities:

Bank debt 337,300 312,400

Debt issuance costs ( 1,465 ) ( 1,574 )

Total long-term debt, net 335,835 310,826

Long-term debt (1)

1,462,504 1,333,755

Income taxes payable 2,538 2,193

11 unchanged sentences

Treasury stock ( 918,327 ) ( 910,601 )

Accumulated other comprehensive income 157 1,778

Accumulated other comprehensive (loss) income ( 16 ) 1,219

Total stockholders’ equity 1,914,701 1,779,983

1 unchanged sentence

See the accompanying notes to the unaudited condensed consolidated financial statements

(1) Reflects the net debt for the Term Loan and Revolver with the associated debt issuance costs in short-term and long-term liabilities.

Debt and Financing Arrangements for further discussion of the short-term and long-term debt.

AND SUBSIDIARIES

2 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Revenue $ 838,014 $ 494,297

5 unchanged sentences

Interest expense ( 25,156 ) ( 4,511 )

Gain on sale of operations, net 4,953 77 4,953 176

Other income (expense), net 1,300 ( 2,288 ) 13,207 8,245

Total other income (expense), net 1,285 ( 8,059 ) 2,797 ( 6,602 )

Other (expense) income, net ( 1,966 ) 9,424

Total other (expense) income, net ( 27,122 ) 4,913

Income before income tax expense 172,910 104,014

22 unchanged sentences

Income (Loss) Totals

June 30, 2024 137,905 87,743 $ 1,379 $ 845,962 $ 951,761 $ ( 910,322 ) $ 2,654 $ 891,434

Net income — — — — 35,084 — — 35,084

Other comprehensive loss — — — — — — ( 2,497 ) ( 2,497 )

Indirect repurchase of shares for minimum tax withholding — 3 — — — ( 215 ) — ( 215 )

Restricted stock units and awards 6 — — — — — — —

Stock-based compensation — — — 2,415 — — — 2,415

Business acquisitions 23 — — 1,699 — — — 1,699

September 30, 2024 137,934 87,746 $ 1,379 $ 850,076 $ 986,845 $ ( 910,537 ) $ 157 $ 927,920

Shares Treasury

Shares Common

Stock Additional

Capital Retained

Earnings Treasury

Stock Accumulated

Comprehensive

Income Totals

June 30, 2023 137,081 87,259 $ 1,371 $ 818,693 $ 834,139 $ ( 882,088 ) $ 3,928 $ 776,043

Net income — — — — 33,682 — — 33,682

Other comprehensive income — — — — — — 487 487

Share repurchases — 176 — — — ( 9,472 ) — ( 9,472 )

Indirect repurchase of shares for minimum tax withholding — 4 — — — ( 224 ) — ( 224 )

Restricted stock units and awards 9 — 1 ( 1 ) — — — —

Stock options exercised 212 — 1 4,122 — — — 4,123

Stock-based compensation — — — 3,102 — — — 3,102

Business acquisitions 54 — 1 2,798 — — — 2,799

Excise tax on share repurchases — — $ — $ 150 $ — $ ( 96 ) $ — $ 54

September 30, 2023 137,356 87,439 $ 1,374 $ 828,864 $ 867,821 $ ( 891,880 ) $ 4,415 $ 810,594

See the accompanying notes to the unaudited condensed consolidated financial statement

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)

(In thousands)

Shares Treasury

Shares Common

Stock Additional

Capital Retained

Earnings Treasury

Stock Accumulated

Comprehensive

Income (Loss) Totals

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

Net income — — — — 122,773 — — 122,773

Other comprehensive loss — — — — — — ( 1,621 ) ( 1,621 )

Other comprehensive loss, net of tax — — — — — — ( 1,235 ) ( 1,235 )

Indirect repurchase of shares for minimum tax withholding — 88 — — — ( 7,726 ) — ( 7,726 )

3 unchanged sentences

Business acquisitions 3,777 — 38 15,229 — — — 15,267

September 30, 2024 137,934 87,746 $ 1,379 $ 850,076 $ 986,845 $ ( 910,537 ) $ 157 $ 927,920

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

Shares Treasury

8 unchanged sentences

Net income — — — — 76,884 — — 76,884

Other comprehensive income — — — — — — 811 811

Share repurchases — 1,151 — — — ( 58,000 ) — ( 58,000 )

Other comprehensive income, net of tax — — — — — — 1,018 1,018

Indirect repurchase of shares for minimum tax withholding — 170 — — — ( 11,229 ) — ( 11,229 )

1 unchanged sentence

Performance share units 273 — 3 ( 3 ) — — — —

Stock options exercised 433 — 4 8,371 — — — 8,375

Stock-based compensation — — — 2,638 — — — 2,638

Business acquisitions 93 — 1 6,159 — — — 6,160

Excise tax on share repurchases — — $ — $ 537 $ — $ ( 654 ) $ — $ ( 117 )

September 30, 2023 137,356 87,439 $ 1,374 $ 828,864 $ 867,821 $ ( 891,880 ) $ 4,415 $ 810,594

See the accompanying notes to the unaudited condensed consolidated financial statements

March 31, 2024 137,855 87,743 $ 1,379 $ 841,268 $ 931,968 $ ( 910,322 ) $ 2,796 $ 867,089

See the accompanying notes to the unaudited condensed consolidated financial statement

AND SUBSIDIARIES

1 unchanged sentence

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

Net income $ 122,773 $ 76,884

Adjustments to reconcile net income to net cash provided by operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation and amortization expense 24,791 9,468

Gain on sale of operations, net ( 4,953 ) ( 176 )

Bad debt expense, net of recoveries 417 550

10 unchanged sentences

Other liabilities ( 10,438 ) 53

Net cash provided by operating activities 68,168 57,254

Net cash used in operating activities ( 88,266 ) ( 63,720 )

Cash flows from investing activities:

10 unchanged sentences

Payment of bank debt ( 358,100 ) ( 255,800 )

Payment for acquisition of treasury stock — ( 57,736 )

Indirect repurchase of shares for minimum tax withholding ( 7,555 ) ( 11,229 )

Changes in client funds obligations ( 35,062 ) ( 11,859 )

Proceeds from exercise of stock options — 8,375

Payment of contingent consideration for acquisitions and client lists ( 29,520 ) ( 31,124 )

Other, net ( 241 ) —

Net cash used in financing activities ( 85,222 ) ( 18,442 )

Net cash provided by financing activities 55,363 71,188

Net decrease in cash, cash equivalents and restricted cash ( 37,864 ) ( 21,234 )

19 unchanged sentences

SEC – United States Securities and Exchange Commission

Marcum Acquisition - the Transaction

Description of Business:

3 unchanged sentences

A further description of products and services offered by each of the practice groups is provided in Note 12, Segment Disclosures.

During the nine months ended September 30, 2024, we completed the acquisitions of Erickson, Brown & Kloster, LLC ("EBK") and CompuData, Inc.

("CompuData") in our Financial Services practice group and Educational & Institutional Insurance Administrator, Inc.'s EIIA Higher Education Benefit Trust ("EIIA") in our Benefits and Insurance practice group for a total aggregated purchase price of $ 40.1 million, including $ 15.2 million recorded as contingent consideration.

For the nine months ended September 30, 2024, we recorded $ 21.2 million in total revenue from those acquisitions.

None of the acquisitions are considered material, individually or in the aggregate.

During the nine months ended September 30, 2024, we completed the sale of CBIZ KA Consulting Services, LLC, which was a component of our National Practice segment.

As a result of the transaction, we recorded a gain of $ 4.95 million during the three and nine months ended September 30, 2024, respectively.

The gain was recorded in "Gain on sale of operations, net" on the Consolidated Statements of Comprehensive Income.

Proceeds from the sale were classified as cash provided by investing activities from continuing operations in the Consolidated Statements of Cash Flows.

In December of 2024, the Company formed CBIZ CC, LLC and CBIZ Campus One Cell, LLC (collectively “Captive Insurance Company”).

CBIZ CC, LLC, a sponsored captive core, is not expected to have any underwriting activities.

CBIZ Campus One Cell, LLC, a sponsored captive cell, provides stop-loss coverages to a group of higher education institutions who self-insure their medical and prescription drug benefits.

The term of the insurance policy is one year, and the insured is billed at the beginning of each month for that month’s coverage.

Registered in the State of Vermont, the Captive Insurance Company commenced operation on January 1, 2025.

The Captive Insurance Company recognizes premium as revenue monthly as monthly coverage expires.

For the three months ended March 31, 2025, revenue from the Captive Insurance Company was not material.

Basis of Consolidation:

1 unchanged sentence

and all of its wholly-owned subsidiaries after elimination of all intercompany balances and transactions.

These unaudited condensed consolidated financial statements do not reflect the operations or accounts of variable interest entities as the impact is not material to the financial condition, results of operations, or cash flows of CBIZ.

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

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

Unaudited Interim Financial Statements:

8 unchanged sentences

We have consistently applied the accounting policies for the periods presented as described in Note 1, Basis of Presentation and Significant Accounting Policies, to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024.

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

NEW ACCOUNTING PRONOUNCEMENTS

2 unchanged sentences

We assess and review the impact of all issued ASUs.

During the nine months ended September 30, 2024, we have implemented all new ASUs that are in effect and that may impact our consolidated financial statements.

During the three months ended March 31, 2025, we have implemented all new ASUs that are in effect and that may impact our consolidated financial statements.

BUSINESS COMBINATIONS

Acquisition of Marcum LLP

On November 1, 2024, the Company completed the acquisition of Marcum LLP (“Marcum”).

The acquisition is referred to herein as the “Transaction”.

During the three months ended March 31, 2025, the Company’s condensed consolidated statement of comprehensive income included $ 328.7 million of revenue and $ 86.5 million of operating income associated with the results of operations of Marcum.

Stock Consideration Transferred

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

Pursuant to the terms of the Transaction, with respect to the 13.6 million shares of stock consideration, approximately 4.0 million shares, in aggregate, were delivered from January 2, 2025 to April 1, 2025 to the selling shareholders.

The remaining 9.6 million shares will be delivered in 32 monthly installments starting on May 1, 2025.

Measurement Period Adjustments

The Company 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).

During the three months ended March 31, 2025, the Company reassessed its estimates and inputs as new information about facts and circumstances that existed as of the acquisition date became known.

As a result, the Company recorded a measurement period adjustment to reduce goodwill by $ 20.2 million, of which $ 21.0 million reflected a reduction of the estimated settlement amounts associated with an acquired liability from $ 61.0 million to $ 40.0 million, and $ 0.8 million reflected other immaterial adjustments related to assets and liabilities previously unrecognized.

The acquired liability was previously reported as a component of other non-current liabilities and was reclassified to "other current liabilities" as of March 31, 2025 due to the estimated timing of settlement.

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):

On November 1, 2024

Total consideration transferred

Asset acquired:

Account receivable 169,866

Unbilled revenue 23,247

Other current assets 25,829

Property and equipment 31,221

Other intangible assets 490,000

Right-of- use asset 164,970

Deferred income taxes, net 3,485

Total identifiable asset acquired 908,618

Liabilities assumed:

Account payable 25,384

Accrued personnel costs 44,407

Other current liabilities 67,156

Contingent purchase price assumed (current and non-current) 25,042

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

Other non-current liabilities 935

Total liabilities assumed 335,716

Net asset acquired 572,902

Goodwill $ 1,424,879

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.

Refer to the Annual Report on Form 10-K for the year ended December 31, 2024 for further discussion of the Transaction.

ACCOUNTS RECEIVABLE, NET

3 unchanged sentences

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

Accounts receivable, net, at September 30, 2024 and December 31, 2023 was as follows (in thousands):

September 30,

Accounts receivable, net, at March 31, 2025 and December 31, 2024 was as follows (in thousands):

2025 December 31,

4 unchanged sentences

Accounts receivable, net $ 735,426 $ 534,858

Changes to the allowance for doubtful accounts for the nine months ended September 30, 2024 and year ended December 31, 2023 were as follows (in thousands):

September 30,

Changes to the allowance for doubtful accounts for the three months ended March 31, 2025 and year ended December 31, 2024 were as follows (in thousands):

2025 December 31,

4 unchanged sentences

DEBT AND FINANCING ARRANGEMENTS

2022 Credit Facility - As of September 30, 2024, our primary financing arrangement is the 2022 credit facility.

The 2022 credit facility, which matures on May 4, 2027, has a borrowing capacity of $ 600 million.

The balance outstanding under the 2022 credit facility was $ 337.3 million and $ 312.4 million at September 30, 2024 and December 31, 2023, respectively.

The effective interest rates under the 2022 credit facility, including the impact of interest rate swaps associated with the 2022 credit facility, for the nine months ended September 30, 2024 and 2023 were as follows:

Nine Months Ended

September 30,

2024 Credit Facilities - As of March 31, 2025, our primary financing arrangement is the 2024 Credit Facilities, which provides $ 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").

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 2024 Credit Facilities contain 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 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 Total Net Leverage Ratio 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 March 31, 2025 , we are in compliance with all covenants.

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

March 31, 2025 December 31, 2024

Short-term debt

Current portion Term Loan $ 70,000 $ 70,000

Current portion debt issuance costs, Term Loan ( 3,774 ) ( 3,823 )

Total short-term debt, net $ 66,226 $ 66,177

Long-term debt

Revolver Facility $ 165,900 $ 20,900

Debt issuance costs, Revolver ( 6,836 ) ( 7,160 )

Long Term Portion Term Loan 1,312,500 1,330,000

Long Term Portion Debt Issuance Costs, Term Loan ( 9,060 ) ( 9,985 )

Total long-term debt, net $ 1,462,504 $ 1,333,755

The blended effective interest rates under the 2024 Credit Facilities and the 2022 Credit Facility, including the impact of interest rate swaps associated with those credit facilities, for the three months ended March 31, 2025 and 2024 were as follows:

Three Months Ended

Weighted average rates 6.57 % 5.23 %

1 unchanged sentence

1.93 % - 6.83 %

We had approximately $ 252.0 million of available funds under the 2022 credit facility at September 30, 2024, net of outstanding letters of credit of $ 3.2 million.

Available funds under the 2022 credit facility are based on a multiple of earnings before interest, taxes, depreciation and amortization as defined in the 2022 credit facility, and are reduced by letters of credit, other indebtedness and outstanding borrowings under the 2022 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 2022 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 2022 credit facility and applicable law.

The 2022 credit facility contains a provision that, in the event of a defined change in control, the 2022 credit facility may be terminated and all amounts outstanding may become due and payable.

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 coverage ratio which may limit our ability to borrow up to the total commitment amount.

As of September 30, 2024, we are in compliance with all covenants.

Refer to the Annual Report on Form 10-K for the year ended December 31, 2023 for further discussion on the 2022 credit facility.

The 2022 credit facility was amended and restated on November 1, 2024 in connection with the closing of the Transaction (as defined below).

Refer to Note 12, Subsequent Events, for more information.

We had approximately $ 384 million of available funds under the 2024 Credit Facilities at March 31, 2025, based on the terms of the commitment.

Available funds under the 2024 Credit Facilities are based on a multiple of earnings before interest, taxes, depreciation and amortization as defined in the 2024 Credit Facilities, and are reduced by letters of credit, other indebtedness and outstanding borrowings under the 2024 Credit Facilities.

Under the 2024 Credit Facilities, loans are charged an interest rate consisting of a base rate or term SOFR rate plus an applicable margin, letters of credit are charged based on the same applicable margin, and a commitment fee is charged on the unused portion of the 2024 Credit Facilities.

Refer to the Annual Report on Form 10-K for the year ended December 31, 2024 for further discussion on the 2024 Credit Facilities.

Other Line of Credit - We have an unsecured $ 20.0 million line of credit by and among CBIZ Benefits and Insurance, Inc.

1 unchanged sentence

We utilize this line to support our short-term funding requirements of payroll client fund obligations due to the investment of client funds, rather than liquidating client funds that have already been invested in available-for-sale securities.

The line of credit did no t have a balance outstanding at September 30, 2024.

The line of credit did no t have a balance outstanding at March 31, 2025 and December 31, 2024.

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

Interest Expense - Interest expense, including amortization of deferred financing costs, commitment fees, line of credit fees, and other applicable bank charges, for the three and nine months ended September 30, 2024 and 2023 was as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Credit facilities $ 4,968 $ 5,848 $ 15,360 $ 14,986

Other — — 3 37

Total $ 4,968 $ 5,848 $ 15,363 $ 15,023

Interest Expense - Interest expense, including amortization of deferred financing costs, commitment fees, line of credit fees, and other applicable bank charges, for the three months ended March 31, 2025 and 2024 was $ 25.2 million and $ 4.5 million, respectively.

COMMITMENTS AND CONTINGENCIES

Letters of Credit and Guarantees - We provide letters of credit to landlords (lessors) of our leased premises in lieu of cash security deposits, which totaled $ 3.2 million and $ 3.5 million at September 30, 2024 and December 31, 2023, respectively.

Letters of Credit and Guarantees - We provide letters of credit to landlords (lessors) of our leased premises in lieu of cash security deposits, which totaled $ 3.2 million and $ 3.2 million at March 31, 2025 and December 31, 2024, respectively.

In addition, we provide license bonds to various state agencies to meet certain licensing requirements.

The amount of license bonds outstanding was $ 2.2 million and $ 2.3 million at September 30, 2024 and December 31, 2023, respectively.

The amount of license bonds outstanding was $ 2.2 million and $ 2.2 million at March 31, 2025 and December 31, 2024, respectively.

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

10 unchanged sentences

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

On April 8, 2025, the Court of Appeals affirmed the trial court's dismissal of the securities fraud claim against CBIZ.

The Court of Appeals reversed the award to CBIZ on its counterclaim.

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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These investments, primarily consisting of corporate and municipal bonds, are classified as available-for-sale and are included in the “Funds held for clients” line item on the accompanying unaudited Condensed Consolidated Balance Sheets.

The par value of these investments totaled $ 41.0 million and $ 40.0 million at September 30, 2024 and December 31, 2023, respectively, and these investments have maturity or callable dates ranging from October 2024 through March 2027.

At September 30, 2024, unrealized losses on the securities were not material and have not been recognized as a credit loss because the bonds are investment grade quality and management is not required or does not intend to sell prior to an expected recovery in value.

The par value of these investments totaled $ 41.0 million and $ 41.3 million at March 31, 2025 and December 31, 2024, respectively, and these investments have maturity or callable dates ranging from April 2025 through February 2028.

At March 31, 2025, unrealized losses on the securities were not material and have not been recognized as a credit loss because the bonds are investment grade quality and management is not required or does not intend to sell prior to an expected recovery in value.

The bond issuers continue to make timely principal and interest payments.

The following table summarizes activities related to these investments for the nine months ended September 30, 2024 and the year ended December 31, 2023 (in thousands):

Nine Months Ended September 30, 2024 Year Ended December 31, 2023

The following table summarizes activities related to these investments for the three months ended March 31, 2025 and the year ended December 31, 2024 (in thousands):

Three Months Ended March 31, 2025 Year Ended December 31, 2024

Fair value at beginning of period $ 40,999 $ 39,459

5 unchanged sentences

Fair value at end of period $ 41,081 $ 40,999

In addition to the available-for-sale debt securities discussed above, we also held other depository assets in the amount of $ 0.3 million and $ 1.0 million at September 30, 2024 and December 31, 2023, respectively.

In addition to the available-for-sale debt securities discussed above, we also held other depository assets in the amount of $ 0.2 million and $ 0.2 million at March 31, 2025 and December 31, 2024, respectively.

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.

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

Refer to the Annual Report on Form 10-K for the year ended December 31, 2024 for further discussion on our interest rate swaps.

The following table summarizes our outstanding interest rate swaps and their classification in the accompanying unaudited Condensed Consolidated Balance Sheets at September 30, 2024 and December 31, 2023 (amounts in thousands):

September 30, 2024

The following table summarizes our outstanding interest rate swaps and their classification in the accompanying unaudited Condensed Consolidated Balance Sheets at March 31, 2025 and December 31, 2024 (amounts in thousands):

March 31, 2025

Amount Fixed Rate Expiration Fair

3 unchanged sentences

Interest rate swap $ 20,000 2.450 % 8/14/2027 $ 549 Other non-current asset

Interest rate swap $ 25,000 3.669 % 4/14/2028 $ ( 338 ) Other non-current asset

Interest rate swap $ 25,000 3.669 % 4/14/2028 $ ( 37 ) Other non-current liability

Interest rate swap $ 25,000 4.488 % 10/14/2028 $ ( 710 ) Other non-current liability

Interest rate swap (1)

$ 50,000 3.703 % 3/14/2030 $ ( 189 ) Other non-current liability

(1) Entered into during the first quarter of 2025.

December 31, 2024

1 unchanged sentence

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

2 unchanged sentences

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

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

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

The following table summarizes the effects of the interest rate swaps on the accompanying unaudited Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and 2023 (in thousands):

The following table summarizes the effects of the interest rate swaps on the accompanying unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and 2024 (in thousands):

Gain (Loss) Recognized

2 unchanged sentences

Three Months Ended

September 30, Three Months Ended

September 30,

2024 2023 2024 2023

Interest rate swaps $ ( 1,818 ) $ 1,163 $ 1,186 $ 1,122

Gain Recognized

in AOCI, net of tax Gain Reclassified

from AOCI into Expense

Nine Months Ended

September 30, Nine Months Ended

September 30,

March 31, Three Months Ended

2025 2024 2025 2024

1 unchanged sentence

FAIR VALUE MEASUREMENTS

The following table summarizes our assets and (liabilities) at September 30, 2024 and December 31, 2023, respectively, that are measured at fair value on a recurring basis subsequent to initial recognition and indicates the fair value hierarchy of the valuation techniques utilized by us to determine such fair value (in thousands):

Level September 30, 2024 December 31, 2023

The following table summarizes our assets and (liabilities) at March 31, 2025 and December 31, 2024, respectively, that are measured at fair value on a recurring basis subsequent to initial recognition and indicates the fair value hierarchy of the valuation techniques utilized by us to determine such fair value (in thousands):

Level March 31, 2025 December 31, 2024

Assets of deferred compensation plan 1 $ 162,066 $ 167,170

5 unchanged sentences

Contingent purchase price liabilities 3 ( 65,963 ) ( 96,967 )

During the nine months ended September 30, 2024 and 2023, there were no transfers between the valuation hierarchy Levels 1, 2 and 3.

The following table summarizes the change in Level 3 fair values of our contingent purchase price liabilities for the nine months ended September 30, 2024 and 2023 (pre-tax basis, in thousands):

During the three months ended March 31, 2025 and 2024, there were no transfers between the valuation hierarchy Levels 1, 2 and 3.

The following table summarizes the change in Level 3 fair values of our contingent purchase price liabilities for the three months ended March 31, 2025 and 2024 (pre-tax basis, in thousands):

Beginning balance – December 31 $ ( 96,967 ) $ ( 114,946 )

Additions from business acquisitions ( 757 ) ( 13,522 )

Contingent purchase price liabilities assumed ( 5,231 ) —

Settlement of contingent purchase price liabilities 32,228 34,716

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Change in net present value of contingencies ( 637 ) ( 504 )

Ending balance – September 30 $ ( 78,002 ) $ ( 120,014 )

During the three months ended September 30, 2024, we assumed $ 5.3 million in outstanding contingent purchase price liabilities from CBIZ CPAs P.C., a national independent Certified Public Accounting firm with which we have an existing Administrative Service Agreement.

As a result, we recorded $ 5.2 million additional expense for the three and nine months ended September 30, 2024, respectively.

The following table summarizes the changes in contingent purchase price consideration for previous acquisitions and contingent payments made for previous business acquisitions in the three and nine months ended September 30, 2024 and 2023, respectively (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Ending balance – March 31 $ ( 65,963 ) $ ( 94,186 )

The following table summarizes the changes in contingent purchase price consideration for previous acquisitions and contingent payments made for previous business acquisitions in the three months ended March 31, 2025 and 2024, respectively (in thousands):

Three Months Ended March 31,

Net expense $ 467 $ 434

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OTHER COMPREHENSIVE INCOME

The following table is a summary of other comprehensive income and discloses the tax impact of each component of other comprehensive (loss) income for the three and nine months ended September 30, 2024 and 2023 (in thousands):

The following table is a summary of other comprehensive income and discloses the tax impact of each component of other comprehensive (loss) income for the three months ended March 31, 2025 and 2024 (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

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

$ 215 $ 172 $ 438 $ 510

Net unrealized (loss) gain on interest rate swaps, net of taxes (2)

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Foreign currency translation ( 6 ) 2

Total other comprehensive (loss) income $ ( 2,497 ) $ 487 $ ( 1,621 ) $ 811

(1) Net of income tax expense of $ 85 and $ 68 for the three months ended September 30, 2024 and 2023, respectively.

Net of income tax expense of $ 174 and $ 203 for the nine months ended September 30, 2024 and 2023, respectively.

(2) Net of income tax benefit of $ 903 and income tax expense of $ 108 for the three months ended September 30, 2024 and 2023, respectively.

Net of income tax benefit of $ 680 and income tax expense of $ 94 for the nine months ended September 30, 2024 and 2023, respectively.

Total other comprehensive (loss) income, net of tax $ ( 1,235 ) $ 1,018

(1) Net of income tax expense of $ 29 and $ 21 for the three months ended March 31, 2025 and 2024, respectively.

(2) Net of income tax benefit of $ 434 and income tax expense of $ 322 for the three months ended March 31, 2025 and 2024, respectively.

EMPLOYEE STOCK PLANS

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Refer to the Annual Report on Form 10-K for the year ended December 31, 2024 for further discussion on the 2019 Plan.

Compensation expense for stock-based awards recognized during the three and nine months ended September 30, 2024 and 2023 was as follows (in thousands):

Compensation expense for stock-based awards recognized during the three months ended March 31, 2025 and 2024 was as follows (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Stock options $ — $ — $ — $ 768

Restricted stock units and awards $ 4,859 $ 1,351

1 unchanged sentence

Total stock-based compensation expense $ 5,639 $ 2,638

Stock Options and Restricted Stock Units and Awards – The Company did not grant any stock options during the nine months ended September 30, 2024.

The following table presents our restricted stock units and awards activity during the nine months ended September 30, 2024 (in thousands, except per share data):

Stock Options Restricted Stock Units and Awards

Options Weighted Average Exercise Price

Stock Options and Restricted Stock Units and Awards – The Company did no t grant any stock options, no r were any stock options exercised during the three months ended March 31, 2025.

As of March 31, 2025, we have 150 thousand stock options outstanding with a weighted average exercise price per share of $ 35.22 .

The following table presents our restricted stock units and awards activity during the three months ended March 31, 2025 (in thousands, except per share data):

Restricted Stock Units and Awards

Shares Weighted Average

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Expired or canceled ( 3 ) $ 69.70

Outstanding at September 30, 2024 150 $ 35.22 187 $ 56.69

Exercisable at September 30, 2024 150 $ 35.22 187 $ 56.69

Outstanding at March 31, 2025 929 $ 70.20

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

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For performance achieved above specified levels, the recipient may earn additional shares of stock, not to exceed 200 % of the number of PSUs initially granted.

The following table presents our PSUs activity during the nine months ended September 30, 2024 (in thousands, except per share data):

For the PSUs granted in 2025, the recipients may earn additional shares of stock, not to exceed 300 % of the number of PSUs initially granted if performance achieved above specified levels.

The following table presents our PSUs activity during the three months ended March 31, 2025 (in thousands, except per share data):

Share Units Weighted

2 unchanged sentences

Vested ( 124 ) $ 38.12

Canceled ( 7 ) $ 39.09

Outstanding at September 30, 2024 254 $ 49.42

Adjustments for performance results ( 3 ) $ 38.12

Outstanding at March 31, 2025 239 $ 65.80

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

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EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2024 and 2023 (in thousands, except per share data):

The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2025 and 2024 (in thousands, except per share data):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net Income $ 122,773 $ 76,884

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Stock options (1)

77 148 77 206

Restricted stock units and awards (1)

Performance share units 96 277 96 277

Contingent shares (2)

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Diluted earnings per share $ 1.91 $ 1.53

(1) A total of 8 thousand and 49 thousand shares of stock-based awards were excluded from the calculation of diluted earnings per share for three and nine months ended September 30, 2024, respectively, as their effect would be anti-dilutive.

A total of 60 thousand shares of stock-based awards were excluded from the calculation of diluted earnings per share for the nine months ended September 30, 2023, as their effect would be anti-dilutive.

No stock-based awards were excluded from the calculation of diluted earnings per share for the three months ended September 30, 2023 , as their effect was dilutive.

(2) Contingent shares represent additional shares to be issued for purchase price earned by former owners of businesses acquired by us once future considerations have been met.

(3) The denominator used in calculating diluted earnings per share did not include 158 thousand PSUs for both the three and nine months ended September 30, 2024.

T he denominator used in calculating diluted earnings per share did not include 187 thousand PSUs for both the three and nine months ended September 30, 2023.The performance conditions associated with these PSUs were not met and consequently none of these PSUs were considered as issuable for the three and nine months ended September 30, 2024 and 2023.

(1) A total of 44 thousand and 40 thousand shares of stock-based awards were excluded from the calculation of diluted earnings per share for three months ended March 31, 2025 and 2024 , respectively, as their effect would be anti-dilutive.

(2) Contingent shares represent additional shares to be issued for purchase price earned by former owners of businesses acquired by us once future conditions have been met.

(3) The denominator used in calculating diluted earnings per share did not include 239 thousand and 254 thousand PSUs for both the three months ended March 31, 2025, and 2024, respectively.

The performance conditions associated with these PSUs were not met and consequently none of these PSUs were considered as issuable for the three months ended March 31, 2025 and 2024.

SEGMENT DISCLOSURES

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The business units are managed along these segment lines.

A general description of services provided by each practice group is provided in the table below.

Financial Services Benefits and Insurance Services National Practices

Accounting and Tax Employee Benefits Consulting Information Technology Managed Networking and Hardware Services

Financial Advisory Payroll / Human Capital Management Healthcare Consulting

Valuation Property and Casualty Insurance

Risk and Advisory Services Retirement and Investment Services

Government Healthcare Consulting

Refer to the Annual Report on Form 10-K for the year ended December 31, 2024 for further discussion on the segment lines.

Corporate and Other - Included in Corporate and Other are operating expenses that are not directly allocated to the individual business units.

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Performance of the practice groups is evaluated on income (loss) before income tax expense (benefit) excluding those costs listed above, which are reported in “Corporate and Other”.

Segment information for the three and nine months ended September 30, 2024 and 2023 is presented below.

The practice groups respective revenue and pre-tax income, significant segment expenses, and a reconciliation of segment profit or loss measure to the consolidated income before income tax expense for the three months ended March 31, 2025 and 2024 is presented below.

We do not manage our assets on a segment basis, therefore segment assets are not presented below.

The following table disaggregates our revenue by source (in thousands):

Three Months Ended September 30, 2024

Services Benefits and

Insurance Services National

Practices Consolidated

Accounting, tax, advisory and consulting $ 322,295 $ — $ — $ 322,295

Core benefits and insurance services — 99,950 — 99,950

Non-core benefits and insurance services — 4,090 — 4,090

Managed networking, hardware services — — 10,336 10,336

National practices consulting — — 2,213 2,213

Total revenue $ 322,295 $ 104,040 $ 12,549 $ 438,884

Three Months Ended September 30, 2023

Services Benefits and

Insurance Services National

Practices Consolidated

Accounting, tax, advisory and consulting $ 298,372 — — $ 298,372

Core benefits and insurance services — 95,951 — 95,951

Non-core benefits and insurance services — 4,336 — 4,336

Managed networking, hardware services — — 9,205 9,205

National practices consulting — — 2,675 2,675

Total revenue $ 298,372 $ 100,287 $ 11,880 $ 410,539

Nine Months Ended September 30, 2024

Services Benefits and

Insurance Services National

Practices Consolidated

Accounting, tax, advisory and consulting $ 1,004,158 — — $ 1,004,158

Core benefits and insurance services — 298,688 — 298,688

Non-core benefits and insurance services — 11,179 — 11,179

Managed networking, hardware services — — 30,774 30,774

National practices consulting — — 8,394 8,394

Total revenue $ 1,004,158 $ 309,867 $ 39,168 $ 1,353,193

Nine Months Ended September 30, 2023

Segment information for the three months ended March 31, 2025 and 2024 was as follows (in thousands):

Three months ended March 31, 2025

Services Benefits and

Insurance Services National

Practices Consolidated

Accounting, tax, advisory and consulting $ 932,388 — — $ 932,388

Core benefits and insurance services — 283,599 — 283,599

Non-core benefits and insurance services — 12,580 — 12,580

Managed networking, hardware services — — 27,226 27,226

National practices consulting — — 7,854 7,854

Total revenue $ 932,388 $ 296,179 $ 35,080 $ 1,263,647

Segment information for the three months ended September 30, 2024 and 2023 was as follows (in thousands):

Three Months Ended September 30, 2024

Services Benefits

Services National

Practices Corporate

Revenue $ 322,295 $ 104,040 $ 12,549 $ — $ 438,884

Operating expenses 260,639 82,965 11,101 11,266 365,971

Gross margin 61,656 21,075 1,448 ( 11,266 ) 72,913

Corporate general and administrative expenses — — — 23,227 23,227

Operating income (loss) 61,656 21,075 1,448 ( 34,493 ) 49,686

Other income (expense):

Interest expense — ( 3 ) — ( 4,965 ) ( 4,968 )

Gain on sale of operations, net — — 4,953 — 4,953

Other income, net 15 5 — 1,280 1,300

Total other income (expense), net 15 2 4,953 ( 3,685 ) 1,285

Income (loss) before income tax expense $ 61,671 $ 21,077 $ 6,401 $ ( 38,178 ) $ 50,971

Three Months Ended September 30, 2023

Services Benefits

Services National

Practices Corporate

Revenue $ 298,372 $ 100,287 $ 11,880 $ — $ 410,539

Operating expenses 249,680 79,636 10,667 2,165 342,148

Gross margin 48,692 20,651 1,213 ( 2,165 ) 68,391

Corporate general and administrative expenses — — — 13,136 13,136

Operating income (loss) 48,692 20,651 1,213 ( 15,301 ) 55,255

Other income (expense):

Interest expense — — — ( 5,848 ) ( 5,848 )

Gain on sale of operations, net 77 — — — 77

Other income, net 1,497 267 — ( 4,052 ) ( 2,288 )

Total other income (loss), net 1,574 267 — ( 9,900 ) ( 8,059 )

Income (loss) before income tax expense $ 50,266 $ 20,918 $ 1,213 $ ( 25,201 ) $ 47,196

Segment information for the nine months ended September 30, 2024 and 2023 was as follows (in thousands):

Nine Months Ended September 30, 2024

Services Benefits

Services National

Practices Corporate

Revenue $ 1,004,158 $ 309,867 $ 39,168 $ — $ 1,353,193

Operating expenses 789,009 249,845 35,062 34,908 1,108,824

Gross margin 215,149 60,022 4,106 ( 34,908 ) 244,369

Corporate general and administrative expenses — — — 63,988 63,988

Operating income (loss) 215,149 60,022 4,106 ( 98,896 ) 180,381

Other income (expense):

Practices Total

Revenue from external customers $ 713,661 $ 112,976 $ 11,377 $ 838,014

Significant expenses:

Personnel costs 411,302 66,665 10,155 488,122

Facility costs 23,710 3,208 2 26,920

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

75,296 15,158 108 90,562

Total segment expense 510,308 85,031 10,265 605,604

Segment income before income tax expenses 203,353 27,945 1,112 232,410

Corporate & other:

Unallocated corporate operating expenses 3,797

General & administrative expenses 28,070

Interest expense 25,156

Gain on sale of operations, net — — 4,953 — 4,953

Other income, net 229 92 ( 4 ) 12,890 13,207

Total other income (expense), net 229 89 4,949 ( 2,470 ) 2,797

Income (loss) before income tax expense $ 215,378 $ 60,111 $ 9,055 $ ( 101,366 ) $ 183,178

Nine Months Ended September 30, 2023

Services Benefits

Other expense, net 2,477

Consolidated income before income tax expenses $ 172,910

Three Months Ended March 31, 2024

Services Benefits and

Services National

Practices Corporate

Revenue $ 932,388 $ 296,179 $ 35,080 $ — $ 1,263,647

Operating expenses 737,568 234,933 31,795 22,850 1,027,146

Gross margin 194,820 61,246 3,285 ( 22,850 ) 236,501

Corporate general and administrative expenses — — — 44,527 44,527

Operating income (loss) 194,820 61,246 3,285 ( 67,377 ) 191,974

Other income (expense):

Practices Total

Revenue from external customers $ 372,630 $ 108,408 $ 13,259 $ 494,297

Significant expenses:

Personnel costs 216,615 65,723 11,422 293,760

Facility costs 12,335 3,182 63 15,580

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

36,525 14,688 448 51,661

Total segment expense 265,475 83,593 11,933 361,001

Segment income before income tax expenses 107,155 24,815 1,326 133,296

Corporate & other:

Unallocated corporate operating expenses 15,354

General & administrative expenses 18,711

Interest expense 4,511

Gain on sale of operations, net 176 — — — 176

Other income, net ( 9,294 )

Total other income (expense), net 2,163 596 1 ( 9,362 ) ( 6,602 )

Income (loss) before income tax expense $ 196,983 $ 61,842 $ 3,286 $ ( 76,739 ) $ 185,372

Consolidated income before income tax expenses $ 104,014

(1) Other costs, gains, and losses, net primarily consist of travel and entertainment costs, computer and technology related costs, depreciation and amortization expenses, and other discretionary costs.

SUBSEQUENT EVENTS

Business Combinations:

As previously disclosed, on July 30, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Marcum LLP, a New York registered limited liability partnership (“Marcum”), Marcum Advisory Group LLC, a Delaware limited liability company and wholly owned subsidiary of Marcum (“MAG”), PMMS LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), and Marcum Partners SPV LLC, a Delaware limited liability company (the “Owner Representative”).

Under the terms of the Merger Agreement, at the closing, Merger Sub merged with and into MAG, with MAG continuing as the surviving entity and as a wholly owned subsidiary of the Company (the “Merger”).

Prior to the closing of the Merger, Marcum contributed substantially all of its non-attest business assets to MAG, subject to certain exclusions, and MAG assumed certain Marcum liabilities.

In a separate transaction, CBIZ CPAs P.C., previously known as Mayer Hoffman McCann P.C., a national independent certified public accounting firm with which the Company has an existing Administrative Services Agreement, purchased from Marcum substantially all of Marcum’s attest business assets, subject to certain exclusions ("Attest Purchase").

The Merger and the transactions contemplated by the Merger Agreement are referred to herein as the “Transaction.”

On November 1, 2024, the Transaction was completed.

At closing, we paid $ 637.6 million in cash as consideration to Marcum partners (including escrowed amounts) and an additional $ 425.5 million in cash to satisfy certain obligations of Marcum and for certain other specified closing payments as provided by the Merger Agreement.

The cash portion of the purchase price paid to Marcum partners is subject to customary post-closing adjustments and escrow arrangements.

In addition to the cash consideration, we will issue a total of 14,260,645 shares of our common stock (the “Shares”) to Marcum partners.

The Shares will be delivered as follows:

(i) 713,032 Shares will be subject to continued service requirements and, subject to satisfaction of those requirements, be delivered on the fourth anniversary of the closing;

(ii) 2,852,129 Shares will be delivered on January 2, 2025;

and (iii) the remaining 10,695,484 Shares will be delivered in 36 monthly installments commencing on January 2, 2025.

We have yet to finalize the purchase price allocation for the Transaction, and are in the process of evaluating the effect that the Transaction will have on our consolidated financial statements.

Amended and Restated 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.

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.

The 2024 Credit Facilities mature on November 1, 2029.

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 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).

increases to certain baskets and caps and certain other exceptions.

The 2024 Credit Facilities are guaranteed by the Company and each of its domestic subsidiaries, subject to certain exceptions (the “Guarantors”), and are secured by substantially all assets of the Company, CBIZ Operations and the other Guarantors.

As of November 1, 2024, t he balance outstanding under the 2024 Credit Facilities was $ 1,465.5 million .

On April 14, 2025, we entered into a 5-year interest rate swap with a notional value of $ 50 million and a fixed rate of 3.503 %.

The interest rate swap expires on April 14, 2030.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements