Form 8-K

8-K — CBIZ, Inc.

Accession: 0001193125-26-424639

Filed: 2026-10-19

Period: 2026-10-19

CIK: 0000944148

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — d866979d8k.htm (Primary)

EX-99.1 (d866979dex991.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d866979d8k.htm · Sequence: 1

8-K

false 0000944148 0000944148 2026-10-19 2026-10-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

October 19, 2026

Date of Report (Date of earliest event reported)

CBIZ, Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-32961

22-2769024

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5959 Rockside Woods Blvd. N., Suite 600

Independence, Ohio 44131

(Address of principal executive offices, including zip code)

216-447-9000

(Registrant’s telephone number, including area code)

Note Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

On which registered

Common Stock, $0.01 par value

CBZ

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

☐

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition

On October 19, 2026, CBIZ, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1. The exhibit contains, and may implicate, forward-looking statements regarding the Company and includes cautionary statements identified important factors that could cause actual results to differ materially from those anticipated.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

99.1

Press Release of CBIZ, Inc. dated October 19, 2026, announcing its financial results for the three and nine months ended September 30, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 19, 2026

CBIZ, Inc.

By:

/s/ Brad Lakhia

Name:

Brad Lakhia

Title:

Chief Financial Officer

EX-99.1

Filename: d866979dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CBIZ Reports Third-Quarter and Nine Months Ended September 30, 2026 Financial Results

Third-Quarter Financial Highlights:

•

Total revenue of $702M, up 1.2%; Financial Services revenue up 1.2%

•

Net income of $47M, up 56.7%; GAAP EPS of $0.79, up 64.6%

•

Adjusted EBITDA of $132M, up 6.3%; Adjusted diluted EPS of $1.21, up 14.2%

Nine Months Ended September 30, 2026 Financial Highlights:

•

Total revenue of $2,233M, up 0.8%; Financial Services revenue up 1.1%

•

Net income of $219M, up 12.2%; GAAP EPS of $3.62, up 18.3%

•

Adjusted EBITDA of $479M, down 1.2%; Adjusted diluted EPS of $4.64, up 5.9%

•

Operating cash flow up $98M; Free cash flow up $91M

CLEVELAND (October 19, 2026) – CBIZ, Inc., (NYSE: CBZ) (“CBIZ” or the “Company”), a leading national professional services

advisor, today announced results for the third quarter and nine months ended September 30, 2026.

Proposed Transaction with Grant Thornton and New

Mountain

As previously disclosed, CBIZ and an affiliate of Grant Thornton in the U.S. (“Grant Thornton”), backed by New Mountain Capital,

announced on July 29, 2026 that they entered into a definitive merger agreement pursuant to which Grant Thornton will acquire CBIZ in an all-cash transaction with an enterprise value of $5.0 billion,

or $55.00 per share (the “proposed transaction”).

The proposed transaction is expected to close in the fourth quarter of 2026, subject to

approval by CBIZ shareholders, receipt of required regulatory approvals, and satisfaction of other customary closing conditions. Following the completion of the proposed transaction, CBIZ’s common stock will no longer be listed on the New York

Stock Exchange, and CBIZ will become a private company.

Full Year Financial Outlook and Conference Call Information

Due to the proposed transaction and as previously disclosed, the Company will not be providing financial guidance for the full year 2026 or hosting a

conference call to discuss third quarter results.

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NYSE: CBZ • www.CBIZ.com

About CBIZ

CBIZ, Inc. (NYSE: CBZ) is a leading professional services advisor to middle market businesses nationwide. With industry knowledge and expertise in accounting,

tax, advisory, benefits, insurance, and technology, CBIZ delivers actionable insights to help clients anticipate what is next and discover new ways to accelerate growth. CBIZ has more than 9,500 team members across 23 major markets coast to coast.

For more information, visit www.cbiz.com.

Forward-Looking Statements

This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the

“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact included in this release, including, without limitation,

statements about the proposed transaction, our financial position, business strategy, plans and objectives for future performance, are forward-looking statements. You can identify these statements by the fact that they do not relate strictly to

historical or current facts. Forward-looking statements are commonly identified by the use of such terms and phrases as “will,” “could,” “can,” “may,” “strive,” “hope,”

“intend,” “believe,” “estimate,” “continue,” “plan,” “expect,” “project,” “anticipate,” “outlook,” “foreseeable future,”

“seek” and words or phrases of similar import in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current

and anticipated services, sales efforts, expenses, and financial results.

From time to time, we may also provide oral or written forward-looking

statements in other materials we release to the public. Any or all of our forward-looking statements in this release and in any other public statements that we make are subject to certain risks and uncertainties that could cause actual results to

differ materially from those projected. Such risks and uncertainties include, but are not limited to: that one or more closing conditions to the proposed transaction, including certain regulatory approvals, may not be satisfied or waived, on a

timely basis or otherwise, or that the required approval by the shareholders of CBIZ may not be obtained; the risk that the proposed transaction may not be completed on the terms or in the time frame expected by CBIZ and Grant Thornton, or at all;

unexpected costs, charges or expenses resulting from the proposed transaction; uncertainty of the expected financial performance and results of operations of the combined company following completion of the proposed transaction; failure to realize

the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the businesses of CBIZ and Grant Thornton, on the expected timeframe or at all; the ability of the combined

company to implement its business strategy; difficulties and delays in the combined company achieving revenue and cost synergies; inability of the combined company to retain and hire key personnel; the occurrence of any event that could give rise to

termination of the proposed transaction; the risk that shareholder litigation in connection with the proposed transaction or other litigation, settlements or investigations may affect the timing or completion of the proposed transaction or result in

significant costs of defense, indemnification and liability; evolving legal, regulatory and tax regimes; changes in general economic, competitive, technological and/or industry-specific conditions affecting the businesses and industries in which

CBIZ and Grant Thornton operate; actions by third parties, including government agencies and ratings agencies, relating to the proposed transaction; risks that any debt financing anticipated in connection with the proposed transaction is not

obtained or that such financing cannot be obtained on the anticipated timing or terms or unexpected costs or expenses in connection therewith; risks related to the disruption of management time from ongoing business operations due to the

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pendency of the proposed transaction, or other effects of the pendency of the proposed transaction on the relationship of any of the parties to the transaction with their employees, customers,

partners, or other counterparties; risks that any announcements relating to the proposed transaction could have adverse effects on the market price of CBIZ’s common stock, credit ratings, or operating results, and may have an adverse effect on

the ability of CBIZ to retain and hire key personnel, retain customers, and maintain relationships with business partners, suppliers and customers; the risk that the market price of CBIZ’s common stock may decline if the proposed transaction

is not completed; our ability to maintain effective internal control over financial reporting and disclosure controls and procedures, including ability to remediate our material weaknesses in our internal control over financial reporting; payments

on accounts receivable may be slower than expected, or amounts due on receivables or notes may not be fully collectible; our business could be adversely affected if the non-attest business assets we acquired,

or the attest assets CBIZ CPAs P.C. acquired, from Marcum LLP (“Marcum”) do not perform to our expectations or we underestimate the liabilities we have assumed; we are dependent on the services of our executive officers, and other key

employees, the loss of any of whom may have a material adverse effect on our business, financial condition and results of operations; our profitability could suffer if we are not able to effectively utilize our employees, maintain operational

efficiencies or manage our cost structure; restrictions imposed by independence requirements and conflict of interest rules, as well as the nature and terms of our current administrative service agreements, limit our ability to provide services to

clients of the attest firms with which we have contractual relationships and the ability of such attest firms to provide attestation services to our clients; our goodwill and other intangible assets could become impaired, which could lead to

material non-cash charges against earnings and a material impact on our results of operations and financial condition; certain liabilities resulting from acquisitions are estimated and could lead to a material

impact on our results of operations; we may fail to realize the anticipated benefits of acquisitions, or they may prove disruptive and could result in the combined business failing to meet our expectations; claims or adverse publicity could harm our

brand, reputation and ability to compete and attract and retain clients, talent and future acquisition targets; we may not be able to acquire and finance additional businesses, which could limit our ability to pursue our business strategy; we will

incur transaction, integration, and restructuring costs in connection with our acquisition program; governmental regulations and interpretations are subject to changes, which could have a material adverse effect on our financial condition;

uncertainty in the current economic and geopolitical environment could lead to declines in demand for certain of our services; changes in the United States healthcare environment, including new healthcare legislation, may adversely affect the

revenue and margins in our healthcare benefit business; we are subject to risks relating to processing customer transactions for our payroll and other transaction processing businesses; cyberattacks or other security breaches involving our computer

systems or the systems of one or more of our vendors could materially and adversely affect our business; we are subject to risk as it relates to software that we license from third parties; we are reliant on information processing systems and any

failure or disruptions of these systems could have a material adverse effect on our business, financial condition and results of operations; we could be held liable for errors and omissions; the business services industry is competitive and

fragmented, if we are unable to compete effectively, our business, financial condition and results of operations could be negatively impacted; failure to maintain our reputation and brand could impact our ability to attract and retain clients,

employees and future acquisition targets, and may have a material adverse effect on our business, financial condition and results of operations; we are dependent on our existing client base and our ability to retain and expand our relationships with

those clients; our clients may terminate our engagements with little or no notice and without penalty, which may result in unexpected declines in our revenue or unexpected costs; given our levels of share-based compensation, our tax rate may vary

significantly depending on our stock price; we may be subject to the actions of activist stockholders; rapid technological changes could significantly impact our competitive position, client

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NYSE: CBZ • www.CBIZ.com

relationships and operating results and our ability to realize the anticipated benefits of our acquisition of the non-attest business assets and

liabilities of Marcum and CBIZ CPAs P.C.’s purchase of substantially all of Marcum’s attest business assets (the “Marcum Transaction”); the widespread outbreak of a communicable illness or any other public health crisis could

adversely affect our business, financial condition and results of operations; we require a significant amount of cash for interest payments on our debt and to expand our business as planned; terms of our amended and restated credit agreement

providing for $2.0 billion in senior secured credit facilities, consisting of a $1.4 billion term loan and $600 million revolving credit facility, could adversely affect our ability to run our business and/or reduce stockholder

returns; our failure to satisfy covenants in our debt instruments could cause a default under those instruments; our increased leverage following the Marcum Transaction may adversely impact our business; we may be more sensitive to revenue

fluctuations than other companies, which could result in fluctuations in the market price of our common stock; the significant number of shares issuable as the stock consideration in the Marcum Transaction may adversely impact our stock price; the

future issuance of additional shares could adversely affect the price of our common stock; and there is volatility in our stock price.

Such

forward-looking statements can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Should one or more of these risks materialize, or should the underlying assumptions prove incorrect, actual results

may vary materially from those anticipated, estimated, projected or implied. Consequently, no forward-looking statement can be guaranteed. Our actual future results may vary materially. All forward looking statements made in this release are made

only as of the date hereof, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are advised, however, to consult any

further disclosures we make on related subjects in the current, quarterly, periodic and annual reports we file with the Securities and Exchange Commission. Also note that we provide a cautionary discussion of the risks, uncertainties and possibly

inaccurate assumptions relevant to our businesses in “Item 1. Business” and “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as

amended. These are factors that we think could cause our actual results to differ materially from expected and historical results. Other factors besides those described here could also adversely affect our operating or financial performance.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with United States Generally Accepted Accounting Principles

(“GAAP”), we also present Adjusted Net Income (Loss), Adjusted Diluted Earnings Per Share (“EPS”), Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow, which are non-GAAP

measures. These non-GAAP measures are adjusted to exclude the impact of the Marcum Transaction, integration costs, amortization of acquired intangible assets, and other significant non-operating related gains and losses management does not consider ongoing in nature. The presentation of non-GAAP financial information is designed to supplement the

Company’s financial information presented in accordance with GAAP, is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. We use these non-GAAP financial measures for financial and operational decision-making, and to evaluate results relative to employee compensation targets. We believe that these non-GAAP

financial measures provide meaningful supplemental information to stockholders, debt holders, and other interested parties in assessing our performance. These non-GAAP financial measures also facilitate

management’s internal comparisons to our historical performance by excluding significant acquisition expenses, certain one-time non-recurring items, and gains and

losses that management does not consider ongoing in nature. We believe these non-GAAP financial measures are useful to investors both because (1) they allow for greater

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transparency with respect to key measures used by management in its financial and operational decision-making and (2) they are used by our stockholders and analyst community to determine the

health of our business. These non-GAAP measures may not be comparable to similar non-GAAP measures presented by other companies. The presentation of such non-GAAP measures, which may include exclusions of non-recurring items, should not be construed as an inference that the Company’s future results will be unaffected by

other non-recurring items. Management provides specific information regarding the GAAP amounts excluded from or included in these non-GAAP financial measures.

Additionally, management provides reconciliations of these non-GAAP financial measures to their most comparable financial measures presented in accordance with GAAP. Please see the schedules captioned

“GAAP Reconciliation” at the end of this release for additional information and the applicable reconciliations.

Contact:

Investor Relations: Chris Sikora, VP, Investor Relations & Corporate Finance, chris.sikora@cbiz.com

Media: Amy McGahan, Director of Corporate & Strategic Communications, amy.mcgahan@cbiz.com

CBIZ, Inc., Cleveland, Ohio, (216) 447-9000

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NYSE: CBZ • www.CBIZ.com

CBIZ, INC.

FINANCIAL HIGHLIGHTS (UNAUDITED)

THREE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(In thousands, except percentages and per share data)

Three Months Ended September 30,

2026

2025

Revenue

702,240

100.0

693,818

100.0

Operating expenses (1)

588,186

83.8

603,689

87.0

Gross margin

114,054

16.2

90,129

13.0

Corporate general and administrative expenses

(1)

23,877

3.4

31,265

4.5

Operating income

90,177

12.8

58,864

8.5

Other (expense) income:

Interest expense

(23,986

)

(3.4

)

(27,960

)

(4.0

)

Gain from acquisition related adjustments, net

—

1,124

0.2

Other income, net (1) (2)

1,449

0.2

8,378

1.2

Total other expense, net

(22,537

)

(3.2

)

(18,458

)

(2.6

)

Income before income tax expense

67,640

9.6

40,406

5.9

Income tax expense

20,404

10,260

Net income

47,236

6.7

30,146

4.3

Diluted income per share:

Diluted earnings per share

0.79

0.48

Diluted weighted average common shares outstanding

59,986

62,699

Other data:

Adjusted EBITDA (3)

131,852

18.8

124,005

17.9

Adjusted Diluted EPS (3)

1.21

1.06

(1)

We sponsor a Non-qualified Deferred Compensation Plan (the

“deferred compensation plan”), under which a CBIZ employee’s compensation deferral is held in a rabbi trust and invested accordingly as directed by the employee. The activities related to the deferred compensation plan are recorded

in “Corporate and Other” for segment reporting purposes. Gains and losses resulting from the adjustments to the fair value of the invested assets in the deferred compensation plan are recorded as an increase or decrease to the

“Other income (expense), net”, directly offset by the same adjustments as an increase or decrease to compensation expense (recorded as “Operating expense” or “Corporate general and administrative expense”) in the

accompanying Unaudited Condensed Consolidated Statements of Comprehensive Income. The deferred compensation plan has no impact on “Income before income tax expense” or diluted earnings per share.

Income and expenses related to the deferred compensation plan for the three months ended September 30, 2026, and 2025, are as follows (in

thousands, except percentages):

Three Months Ended September 30,

Income statement line items:

2026

% of Revenue

2025

% of Revenue

Operating expenses

(566

)

(0.1

7,847

1.1

Corporate general & administrative expenses

(191

)

—

1,076

0.2

Other income, net

(757

)

(0.1

8,923

1.3

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NYSE: CBZ • www.CBIZ.com

Excluding the impact of the above-mentioned income and expenses related to the deferred

compensation plan, the operating results for the three months ended September 30, 2026, and 2025, are as follows (in thousands, except percentages):

Three Months Ended September 30,

2026

2025

Reported

Deferred

Compensation

Plan

Adjusted

% of

Revenue

Reported

Deferred

Compensation

Plan

Adjusted

% of

Revenue

Gross margin

114,054

(566

)

113,488

16.2

90,129

7,847

97,976

14.1

Operating income

90,177

(757

)

89,420

12.7

58,864

8,923

67,787

9.8

Other income (expense), net

1,449

757

2,206

0.3

8,378

(8,923

)

(545

)

(0.1

Income before income tax expense

67,640

—

67,640

9.6

40,406

—

40,406

5.8

(2)

Included in “Other income, net” for the three months ended September 30, 2026, and 2025, is

income of $1.1 million and expense of $0.5 million, respectively, related to net changes in the fair value of contingent consideration related to CBIZ’s prior acquisitions.

(3)

Refer to the schedules reconciling Adjusted Diluted EPS and Adjusted EBITDA to the most directly comparable

GAAP financial measures at the end of this release, and for additional information as to the usefulness of the non-GAAP financial measures to stockholders and investors, see

“Non-GAAP Financial Measures”.

CBIZ, INC.

FINANCIAL HIGHLIGHTS (UNAUDITED)

NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(In thousands, except percentages and per share data)

Nine Months Ended September 30,

2026

2025

Revenue

2,233,025

100.0

2,215,328

100.0

Operating expenses (1)

1,820,516

81.5

1,809,188

81.7

Gross margin

412,509

18.5

406,140

18.3

Corporate general and administrative expenses

(1)

103,754

4.6

86,972

3.9

Operating income

308,755

13.9

319,168

14.4

Other (expense) income:

Interest expense

(72,237

)

(3.2

)

(80,983

)

(3.7

)

Gain from acquisition related adjustment, net

57,955

2.6

1,124

0.1

Other income, net (1) (2)

11,382

0.5

31,786

1.4

Total other income (expense), net

(2,900

)

(0.1

)

(48,073

)

(2.2

)

Income before income tax expense

305,855

13.7

271,095

12.2

Income tax expense

87,228

76,234

Net income

218,627

9.8

194,861

8.8

Diluted earnings per share

3.62

3.06

Diluted weighted average common shares outstanding

60,333

63,609

Other data:

Adjusted EBITDA (3)

479,345

21.5

485,127

21.9

Adjusted Diluted EPS (3)

4.64

4.38

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NYSE: CBZ • www.CBIZ.com

(1)

We sponsor a Non-qualified Deferred Compensation Plan (the

accompanying Unaudited Condensed Consolidated Statements of Comprehensive Income. The deferred compensation plan has no impact on “Income before income tax expense” or diluted earnings per share.

Income and expenses related to the deferred compensation plan for the nine months ended September 30, 2026, and 2025, are as follows (in

thousands, except percentages):

Nine Months Ended September 30,

Income statement line items:

2026

% of Revenue

2025

% of Revenue

Operating expense

13,478

0.6

17,132

0.8

Corporate general and administrative income

1,788

0.1

2,415

0.1

Other income, net

15,266

0.7

19,547

0.9

Excluding the impact of the above-mentioned income and expenses related to the deferred compensation plan, the

operating results for the nine months ended September 30, 2026, and 2025, are as follows (in thousands, except percentages):

Nine Months Ended September 30,

2026

2025

Reported

Deferred

Compensation

Plan

Adjusted

% of

Revenue

Reported

Deferred

Compensation

Plan

Adjusted

% of

Revenue

Gross margin

412,509

13,478

425,987

19.1

406,140

17,132

423,272

19.1

Operating income

308,755

15,266

324,021

14.5

319,168

19,547

338,715

15.3

Other income, net

11,382

(15,266

)

(3,884

)

(0.2

31,786

(19,547

)

12,239

0.6

Income before income tax expense

305,855

—

305,855

13.7

271,095

—

271,095

12.2

(2)

Included in “Other income, net” for the nine months ended September 30, 2026, and 2025, is

income of $2.6 million and expense of $2.0 million, respectively, related to net changes in the fair value of contingent consideration related to CBIZ’s prior acquisitions.

(3)

Refer to the schedules reconciling Adjusted Diluted EPS and Adjusted EBITDA to the most directly comparable

GAAP financial measures at the end of this release and for additional information as to the usefulness of the non-GAAP financial measures to stockholders and investors see

“Non-GAAP Financial Measures”.

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NYSE: CBZ • www.CBIZ.com

CBIZ, INC.

FINANCIAL HIGHLIGHTS (UNAUDITED)

SELECT SEGMENT DATA

(In thousands)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2026

2025

2026

2025

Revenue

Financial Services(1)

597,791

590,431

1,918,445

1,897,036

Benefits and Insurance Services

104,449

103,387

314,580

318,292

Total Revenue

702,240

693,818

2,233,025

2,215,328

Gross Margin

Financial Services(1)

109,931

95,905

400,003

386,813

Benefits and Insurance Services

18,299

19,305

56,901

64,845

Operating expenses - unallocated

(2):

Other expense

(14,742

)

(17,234

)

(30,917

)

(28,386

)

Deferred compensation

566

(7,847

)

(13,478

)

(17,132

)

Total Gross Margin

114,054

90,129

412,509

406,140

As a % of Revenue

16.2

13.0

18.5

18.3

(1)

During the nine months ended September 30, 2026, the National Practice group was combined with the

Financial Service practice group to better align with internal management and reporting structure. As a result, the Financial Services revenue and gross margin for the three and nine months ended September 30, 2025 was adjusted to reflect this

change.

(2)

Represents operating expenses not directly allocated to individual businesses, including stock-based

compensation, consolidation and integration charges, and certain advertising expenses. “Operating expenses - unallocated” also includes gains or losses attributable to the assets held in a rabbi trust associated with the Company’s

deferred compensation plan. These gains or losses do not impact “Income before income tax expense” as they are directly offset by the same adjustment to “Other income (expense), net” in the Consolidated Statements of

Comprehensive Income. Net gains or losses recognized from adjustments to the fair value of the assets held in the rabbi trust are recorded as compensation expense (income) in “Operating expenses” and “Corporate, general and

administrative expenses,” and offset in “Other income (expense), net.”

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NYSE: CBZ • www.CBIZ.com

CBIZ, INC.

SELECT CASH FLOW DATA (UNAUDITED)

(In thousands)

Nine Months Ended September 30,

2026

2025

Net income

218,627

194,861

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

Gain on sale of operations, net of tax

—

(1,124

)

Depreciation and amortization expense

70,411

74,313

Bad debt expense, net of recoveries

5,072

3,216

Adjustment to contingent purchase price liabilities

(2,638

)

1,984

Stock-based compensation expense

22,158

19,572

Deferred income taxes

22,939

8,815

Other, net

5,477

5,256

Changes in assets and liabilities, net of acquisitions and divestitures:

Accounts receivable, net

(231,285

)

(186,884

)

Other assets

(8,771

)

(31,071

)

Accounts payable

(8,835

)

9,162

Income taxes payable

45,465

46,364

Accrued personnel costs

(14,389

)

(33,962

)

Other liabilities

22,824

(61,656

)

Net cash provided by operating activities

147,055

48,846

Net cash used in investing activities

(29,303

)

(16,913

)

Net cash used in financing activities

(185,915

)

(75,233

)

Net decrease in cash, cash equivalents and restricted cash

(68,163

)

(43,300

)

Cash, cash equivalents and restricted cash at beginning of year

218,090

187,170

Cash, cash equivalents and restricted cash at end of period

149,927

143,870

Reconciliation of cash, cash equivalents and restricted cash to the consolidated

balance sheet:

Cash and cash equivalents

17,551

16,969

Restricted cash

40,853

44,455

Cash equivalents included in funds held for clients

91,523

82,446

Total cash, cash equivalents and restricted cash

149,927

143,870

Page 10

NYSE: CBZ • www.CBIZ.com

CBIZ, INC.

GAAP RECONCILIATION

Operating Cash Flow to Free Cash Flow(1)

(Unaudited. Amounts in thousands, except per share data)

Nine Months Ended September 30,

2026

2025

Net cash provided by operating activities

147,055

48,846

Less:

Additions to property and equipment

(21,820

)

(15,035

)

Free Cash Flow

125,235

33,811

(1)

This table reconciles Free Cash Flow to the most directly comparable GAAP financial measure of net cash

provided by operating activities. Free Cash Flow is a non-GAAP measure that management believes provides a more complete understanding of the factors and trends affecting our cash flows. This information is

useful to investors, as it offers a measure of cash generated from our business that can be used for our strategic business objectives.

Page 11

NYSE: CBZ • www.CBIZ.com

CBIZ, INC.

SELECT FINANCIAL DATA AND RATIOS (UNAUDITED)

(In thousands, except percentages, DSO, and per share data)

September 30,

2026

December 31,

2025

Cash and cash equivalents

17,551

18,290

Restricted cash

40,853

38,234

Accounts receivable, net

782,392

555,995

Other current assets

88,389

79,693

Current assets before funds held for clients

929,185

692,212

Funds held for clients

134,454

207,037

Goodwill and other intangible assets, net

2,828,643

2,869,790

Total assets

4,610,429

4,409,528

Current liabilities before client fund obligations, excluding short-term debt

468,227

462,484

Client fund obligations

135,305

206,738

Current portion, Term Loan (1)

96,250

70,000

Revolver Facility (1)

176,500

142,400

Long-term portion, Term Loan(1)

1,181,250

1,260,000

Total liabilities

2,697,705

2,647,461

Treasury stock

(1,156,495

)

(1,078,521

)

Total stockholders’ equity

1,912,724

1,762,067

Debt to equity

66.8

75.5

Shares outstanding

54,761

54,380

Basic weighted average common shares outstanding

60,057

62,909

Diluted weighted average common shares outstanding

60,333

63,240

(1)

Reflects the gross debt for the Term Loan and Revolving Credit Facility excluding the associated unamortized

deferred debt issuance costs totaling $13.8 million and $16.5 million, respectively, as of September 30, 2026 and December 31, 2025.

Page 12

NYSE: CBZ • www.CBIZ.com

CBIZ, INC.

GAAP RECONCILIATION

Net Income (Loss) and Diluted Earnings Per Share (“EPS”) to Adjusted Net Income (Loss), Adjusted Diluted EPS,

Adjusted EBITDA, and Adjusted EBITDA Margin(1)

(Unaudited. Amounts in thousands, except per share data)

Three Months Ended September 30, 2026

Financial

Services

Benefits and

Insurance

Services

Corporate &

Other

Consolidated

EPS

Net income (loss)

110,323

18,495

(81,582

)

47,236

0.79

Adjustments:

Amortization of acquired intangible assets

17,138

1,085

—

18,223

0.30

Integration costs related to acquisitions

(2)

1,008

16,312

17,321

0.29

Corporate projects related costs(3)

110

190

1,836

2,136

0.04

Stock-based compensation(4)

944

—

2,498

3,442

0.06

ESPP correction income (6)

—

(5,933

)

(5,933

)

(0.10

)

Income tax effect related to adjustments

—

(10,222

)

(10,222

)

(0.17

)

Adjusted net income (loss)

129,523

19,771

(77,091

)

72,203

1.21

Interest expense

—

23,986

Income tax expense

—

20,404

Tax effect related to the adjustments above

—

10,222

Depreciation (7)

3,159

491

1,387

5,037

Adjusted EBITDA

132,682

20,262

(21,092

)

131,852

As a % of Revenue

22.2

19.4

N/A

18.8

Three Months Ended September 30, 2025

Financial

Services

Benefits and

Insurance

Services

Corporate &

Other

Consolidated

EPS

Net income (loss)

96,410

19,347

(85,611

)

30,146

0.48

Adjustments:

Amortization of acquired intangible assets

17,090

1,658

—

18,748

0.30

Integration costs related to acquisitions

(2)

10,340

228

18,071

28,639

0.46

Legal settlement and related

costs(5)

—

(293

)

(293

)

—

Stock-based compensation(4)

—

3,977

0.06

Gain on sale of operations, net

(1,124

)

—

(1,124

)

(0.02

)

Income tax effect related to adjustments

—

(12,635

)

(12,635

)

(0.22

)

Adjusted net income (loss)

122,716

21,233

(76,491

)

67,458

1.06

Interest expense

—

27,960

Income tax expense

—

10,260

Tax effect related to the adjustments above

—

12,635

Depreciation(7)

4,015

525

1,152

5,692

Adjusted EBITDA

126,731

21,758

(24,484

)

124,005

As a % of Revenue

21.5

21.0

N/A

17.9

Page 13

NYSE: CBZ • www.CBIZ.com

(1)

This table reconciles Adjusted net income (loss), Adjusted diluted EPS, Adjusted EBITDA, and Adjusted EBITDA

margin to the most directly comparable GAAP financial measures. Adjusted net income (loss), Adjusted diluted EPS, Adjusted EBITDA, and Adjusted EBITDA margin exclude the impact of the Marcum Transaction and other significant non-operating related gains and losses that management does not consider on-going in nature. Please refer to the ‘Non-GAAP

Financial Measures’ section for further management discussion.

(2)

These costs include, but are not limited to, certain consulting, technology, personnel, as well as other

integration costs related to the Marcum Transaction.

(3)

These costs included unusual and one-time legal and professional

services costs associated with the Company’s pending transaction.

(4)

Stock-based compensation expense reported for the three months ended September 30, 2026 and 2025 excluded

$3.1 million and $3.4 million, respectively, of stock-based compensation expense reported as “Integration costs related to acquisitions” above.

(5)

During the three months ended September 30, 2025, the Company recorded a $0.3 million adjustment to

the accrued legal costs associated with the $12.5 million legal settlement when payments were made.

(6)

Represents amounts relating to the impact of the previously disclosed ESPP correction.

(7)

Depreciation expense reported for the three months ended September 30, 2026 and 2025 excluded

$16 thousand and $0.2 million, respectively, of depreciation expense reported as “Integration costs related to acquisitions” above. The accelerated depreciation was associated with certain technology assets from the Marcum

Transaction.

Page 14

NYSE: CBZ • www.CBIZ.com

CBIZ, INC.

GAAP RECONCILIATION

Net Income (Loss) and Diluted Earnings Per Share (“EPS”) to Adjusted Net Income (Loss), Adjusted Diluted EPS

and Adjusted EBITDA(1)

(Unaudited. Amounts in thousands, except per share data)

Nine months ended September 30, 2026

Financial

Services

Benefits and

Insurance

Services

Corporate &

Other

Consolidated

EPS

Net income (loss)

399,407

57,533

(238,313

)

218,627

3.62

Adjustments:

Integration costs related to acquisitions

(2)

21,395

34,572

55,991

0.93

Amortization of acquired intangible assets

51,396

3,844

—

55,240

0.92

Gain from acquisition related adjustment,

net(3)

—

(57,955

)

(57,955

)

(0.96

)

Corporate projects related costs(4)

110

190

5,193

5,493

0.09

Legal settlement and related

costs(5)

7,200

0.12

Stock-based compensation(6)

2,605

—

10,152

12,757

0.21

ESPP correction expense (7)

—

7,404

0.12

Income tax effect related to adjustments

—

(24,564

)

(24,564

)

(0.41

)

Adjusted net income (loss)

474,913

61,591

(256,311

)

280,193

4.64

Interest expense

—

72,237

Income tax expense

—

87,228

Tax effect related to the adjustments above

—

24,564

Depreciation (8)

9,424

1,475

4,224

15,123

Adjusted EBITDA

484,337

63,066

(68,058

)

479,345

As a % of Revenue

25.2

20.0

N/A

21.5

Nine months ended September 30, 2025

Financial

Services

Benefits and

Insurance

Services

Corporate &

Other

Consolidated

EPS

Net income (loss)

387,477

65,260

(257,876

)

194,861

3.06

Adjustments:

Integration costs related to acquisitions

(2)

17,840

609

45,045

63,494

1.00

Amortization of acquired intangible assets

51,071

5,133

—

56,204

0.88

Legal settlement and related costs(5)

—

(11,356

)

(11,356

)

(0.18

)

Stock-based compensation(6)

—

9,530

0.15

Gain on sale of operations, net

(1,124

)

—

(1,124

)

(0.02

)

Income tax effect related to adjustments

—

(32,830

)

(32,830

)

(0.51

)

Adjusted net income (loss)

455,264

71,002

(247,487

)

278,779

4.38

Interest expense

—

80,983

Income tax expense

—

76,234

Tax effect related to the adjustments above

—

32,830

Depreciation(8)

11,364

1,608

3,329

16,301

Adjusted EBITDA

466,628

72,610

(54,111

)

485,127

As a % of Revenue

24.6

22.8

N/A

21.9

Page 15

NYSE: CBZ • www.CBIZ.com

(1)

This table reconciles Adjusted net income (loss), Adjusted diluted EPS, Adjusted EBITDA, and Adjusted EBITDA

Financial Measures’ section for further management discussion.

(2)

These costs include, but are not limited to, certain consulting, technology, personnel, as well as other

integration costs related to the Marcum Transaction.

(3)

Gain related the finalization of working capital and related purchase price adjustments associated with the

Marcum Transaction.

(4)

These costs included unusual and one-time legal and professional

services costs associated with the Company’s pending transaction.

(5)

During the nine months ended September 30, 2026, the Company recorded an estimated loss of

$7.2 million associated with a legal matter which the Company plans to settle. During the nine months ended September 30, 2025, the Company recorded a gain of $12.5 million related to a legal settlement payment from a small group of

former employees. The settlement loss and gain were recorded in “other income (expense), net” on the consolidated statement of comprehensive income. The costs associated with this litigation were $1.1 million for the nine months

ended September 30, 2025 and were recorded in “Corporate general and administrative expenses” on the consolidated statement of comprehensive income.

(6)

Stock-based compensation expense reported for the nine months ended September 30, 2026 and 2025 excluded

$9.4 million and $6.7 million, respectively, of stock-based compensation expense reported as “Integration costs related to acquisitions” above.

(7)

Represents amounts relating to the impact of the previously disclosed ESPP correction.

(8)

Depreciation expense reported for the nine months ended September 30, 2026 and 2025 excluded

$48 thousand and $1.8 million, respectively, of depreciation expense reported as “Integration costs related to acquisitions” above. The accelerated depreciation was associated with certain technology assets from the Marcum

Transaction.

Page 16

NYSE: CBZ • www.CBIZ.com

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