Form 8-K

8-K — CBIZ, Inc.

Accession: 0001193125-26-322246

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0000944148

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — d53575d8k.htm (Primary)

EX-99.1 (d53575dex991.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d53575d8k.htm · Sequence: 1

8-K

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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

July 29, 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)

Not 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, par value $0.01 per share

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 July 29, 2026, CBIZ, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 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 include 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 July 29, 2026, announcing its financial results for the three and six months ended June 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: July 29, 2026

CBIZ, Inc.

By:

/s/ Brad Lakhia

Name:

Brad Lakhia

Title:

Chief Financial Officer

EX-99.1

Filename: d53575dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CBIZ Reports Second-Quarter and First-Half 2026 Financial Results

Second-Quarter Financial Highlights:

•

Total revenue of $682M, down 0.2%; Financial Services revenue down 0.2%

•

Net income of $19M, down 55.6%; GAAP EPS of $0.31, down 53.0%

•

Adjusted EBITDA of $103M, down 14.3%; Adjusted diluted EPS of $0.91, down 8.1%

First-Half Financial Highlights:

•

Total revenue of $1,531M, up 0.6%; Financial Services revenue up 1.1%

•

Net income of $171M, up 4.1%; GAAP EPS of $2.83, up 9.7%

•

Adjusted EBITDA of $347M, down 3.8%; Adjusted diluted EPS of $3.44, up 3.6%

•

Operating cash flow up $97M; Free cash flow up $99M

CLEVELAND (July 29, 2026) – CBIZ, Inc., (NYSE: CBZ) (“CBIZ” or the “Company”), a leading national professional services advisor,

today announced second quarter and first half results for the period ended June 30, 2026.

Management Commentary:

Jerry Grisko, CBIZ President and Chief Executive Officer, said, “Through the first six months of the year, we delivered year-over-year growth in revenue,

earnings and free cash flow while continuing to execute against our strategic priorities. Over the past year, we have made significant investments in integrating Marcum, expanding our AI capabilities and enhancing our

go-to-market approach. These efforts have created a stronger and more scalable platform, positioning CBIZ to capitalize on the opportunities we see across our markets. I

want to thank our CBIZ team members for their continued dedication and commitment to serving our clients.”

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NYSE: CBZ ● www.CBIZ.com

Business Highlights:

•

Continued to attract and retain top talent across the organization, including key Managing Director hires in

Financial Services, a 60% year-over-year increase in Benefits & Insurance producer hiring, and senior leadership additions in AI, advisory, data and analytics, and business transformation.

•

Successfully completed an enterprise-wide AI rollout, achieving 100% employee certification, expanded our

business transformation team to more than 60 professionals, and enabled more than 1,500 team members to create custom Microsoft Copilot agents.

•

Enhanced our industry-led growth strategy through the launch of AI-enabled tools and market intelligence capabilities that help our professionals identify cross-selling opportunities and deliver deeper, forward-looking insights to middle-market clients.

•

Our industry-led One CBIZ approach generated strong cross-serving and new

business momentum during the quarter, driving incremental revenue and securing new client wins across banking, construction, real estate, and food & beverage markets.

•

Completed acquisition of BINDZ, adding 250+ India-based professionals and a scalable global delivery platform,

which unlocks durable margin expansion levers and pairs global talent with AI-enabled workflows.

•

Advanced our national brand strategy, driving increased engagement with key decision-makers and generating

meaningful growth in marketing-influenced activity and qualified business opportunities.

Transaction with Grant Thornton and New

Mountain

In a separate press release issued today, CBIZ and Grant Thornton in the U.S. (“Grant Thornton”), backed by New Mountain

Capital, announced that they have 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 “transaction”). The press release announcing the transaction is available on the Investor Relations section of CBIZ’s website.

The 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. Upon completion of the transaction, CBIZ’s common stock will no longer be listed on the New York Stock Exchange, and CBIZ will become a private company.

Cancellation of Earnings Conference Call and 2026 Financial Outlook

Due to the transaction, CBIZ will not hold an earnings conference call or webcast. CBIZ is also withdrawing fiscal 2026 guidance and has suspended further

updates.

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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,

our financial position, business strategy, plans and objectives for future performance and statements about the proposed transaction 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

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NYSE: CBZ ● www.CBIZ.com

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 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 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

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NYSE: CBZ ● www.CBIZ.com

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 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. 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.

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NYSE: CBZ ● www.CBIZ.com

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 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 JUNE 30, 2026 AND 2025

(In thousands, except percentages and per share data)

Three Months Ended June 30,

2026

2025

Revenue

682,206

100.0

683,496

100.0

Operating expenses (1)

609,768

89.4

595,587

87.1

Gross margin

72,438

10.6

87,909

12.9

Corporate general and administrative expenses

(1)

38,366

5.6

27,637

4.0

Operating income

34,072

5.0

60,272

8.9

Other (expense) income:

Interest expense

(24,335

)

(3.6

)

(27,867

)

(4.1

)

Other income, net (1) (2)

13,949

2.0

25,374

3.7

Total other expense, net

(10,386

)

(1.5

)

(2,493

)

(0.4

)

Income before income tax expense

23,686

3.5

57,779

8.5

Income tax expense

5,082

15,837

Net income

18,604

2.7

41,942

6.1

Diluted earnings per share

0.31

0.66

Diluted weighted average common shares outstanding

59,703

63,784

Other data:

Adjusted EBITDA (3)

103,149

15.1

120,396

17.6

Adjusted Diluted EPS (3)

0.91

0.99

(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 June 30, 2026, and 2025, are as follows (in

thousands, except percentages):

Three Months Ended June 30,

Income statement line items:

2026

% of Revenue

2025

% of Revenue

Operating expenses

17,113

2.5

11,717

1.7

Corporate general & administrative expenses

2,298

0.3

1,458

0.2

Other income (expense), net

19,411

2.8

13,175

1.9

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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 June 30, 2026, and 2025, are as follows (in thousands, except percentages):

Three Months Ended June 30,

2026

2025

Reported

Deferred

Compensation

Plan

Adjusted

% of

Revenue

Reported

Deferred

Compensation

Plan

Adjusted

% of

Revenue

Gross margin

72,438

17,113

89,551

13.1

87,909

11,717

99,626

14.6

Operating income

34,072

19,411

53,483

7.8

60,272

13,175

73,447

10.7

Other income (expense), net

13,949

(19,411

)

(5,462

)

(0.8

25,374

(13,175

)

12,199

1.8

Income before income tax expense

23,686

—

23,686

3.5

57,779

—

57,779

8.5

(2)

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

of $1.8 million and expense of $1.0 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”.

CBIZ, INC.

FINANCIAL HIGHLIGHTS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(In thousands, except percentages and per share data)

Six Months Ended June 30,

2026

2025

Revenue

1,530,785

100.0

1,521,510

100.0

Operating expenses (1)

1,232,330

80.5

1,205,499

79.2

Gross margin

298,455

19.5

316,011

20.8

Corporate general and administrative expenses

(1)

79,877

5.2

55,707

3.7

Operating income

218,578

14.3

260,304

17.1

Other (expense) income:

Interest expense

(48,251

)

(3.2

)

(53,023

)

(3.5

)

Gain from acquisition related adjustment, net

57,955

3.8

—

Other income, net (1) (2)

9,933

0.7

23,408

1.6

Total other income (expense), net

19,637

1.3

(29,615

)

(1.9

)

Income before income tax expense

238,215

15.6

230,689

15.2

Income tax expense

66,824

65,974

Net income

171,391

11.2

164,715

10.8

Diluted earnings per share

2.83

2.58

Diluted weighted average common shares outstanding

60,546

63,960

Other data:

Adjusted EBITDA (3)

347,493

22.7

361,121

23.7

Adjusted Diluted EPS (3)

3.44

3.32

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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 six months ended June 30, 2026, and 2025, are as follows (in

thousands, except percentages):

Six Months Ended June 30,

Income statement line items:

2026

% of Revenue

2025

% of Revenue

Operating expense

14,044

0.9

9,285

0.6

Corporate general and administrative income

1,979

0.1

1,339

0.1

Other income, net

16,023

1.0

10,624

0.7

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

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

Six Months Ended June 30,

2026

2025

Reported

Deferred

Compensation

Plan

Adjusted

% of

Revenue

Reported

Deferred

Compensation

Plan

Adjusted

% of

Revenue

Gross margin

298,455

14,044

312,499

20.4

316,011

9,285

325,296

21.4

Operating income

218,578

16,023

234,601

15.3

260,304

10,624

270,928

17.8

Other income, (expense) net

9,933

(16,023

)

(6,090

)

(0.4

23,408

(10,624

)

12,784

0.8

Income before income tax expense

238,215

—

238,215

15.6

230,689

—

230,689

15.2

(2)

Included in “Other income (expense), net” for the six months ended June 30, 2026, and 2025, is

income of $1.6 million and expense of $1.5 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”.

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NYSE: CBZ ● www.CBIZ.com

CBIZ, INC.

FINANCIAL HIGHLIGHTS (UNAUDITED)

SELECT SEGMENT DATA

(In thousands)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenue

Financial Services(1)

580,324

581,567

1,320,654

1,306,605

Benefits and Insurance Services

101,882

101,929

210,131

214,905

Total Revenue

682,206

683,496

1,530,785

1,521,510

Gross Margin

Financial Services(1)

80,512

86,628

290,072

290,908

Benefits and Insurance Services

15,587

17,922

38,602

45,540

Operating expenses - unallocated

(2):

Other expense

(6,548

)

(4,924

)

(16,175

)

(11,152

)

Deferred compensation

(17,113

)

(11,717

)

(14,044

)

(9,285

)

Total Gross Margin

72,438

87,909

298,455

316,011

As a % of Revenue

10.6

12.9

19.5

20.8

(1)

During the six months of June 30, 2026, the National Practice practice 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 six months ended June 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.”

Page 10

NYSE: CBZ ● www.CBIZ.com

CBIZ, INC.

SELECT CASH FLOW DATA (UNAUDITED)

(In thousands)

Six Months Ended June 30,

2026

2025

Net income

171,391

164,715

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

Depreciation and amortization expense

47,134

49,858

Bad debt expense, net of recoveries

3,116

1,862

Adjustment to contingent purchase price liabilities

(1,578

)

1,487

Stock-based compensation expense

15,635

12,239

Deferred income taxes

19,746

17,148

Amortization of deferred financing fees

2,686

2,735

Other, net

1,013

(52

)

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

Accounts receivable, net

(158,856

)

(143,107

)

Other assets

(8,331

)

(12,459

)

Accounts payable

24,580

28,848

Income taxes payable

19,346

28,119

Accrued personnel costs

(42,009

)

(75,561

)

Other liabilities

28,354

(50,952

)

Net cash provided by operating activities

122,227

24,880

Net cash used in investing activities

(21,460

)

(12,299

)

Net cash used in financing activities

(158,315

)

(33,249

)

Net decrease in cash, cash equivalents and restricted cash

(57,548

)

(20,668

)

Cash, cash equivalents and restricted cash at beginning of year

218,090

187,170

Cash, cash equivalents and restricted cash at end of period

160,542

166,502

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

balance sheet:

Cash and cash equivalents

20,901

39,817

Restricted cash

49,615

49,145

Cash equivalents included in funds held for clients

90,026

77,540

Total cash, cash equivalents and restricted cash

160,542

166,502

Page 11

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)

Six Months Ended June 30,

2026

2025

Net cash provided by operating activities

122,227

24,880

Less:

Additions to property and equipment

(11,739

)

(13,125

)

Free Cash Flow

110,488

11,755

(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 12

NYSE: CBZ ● www.CBIZ.com

CBIZ, INC.

SELECT FINANCIAL DATA AND RATIOS (UNAUDITED)

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

June 30, 2026

December 31, 2025

Cash and cash equivalents

20,901

18,290

Restricted cash

49,615

38,234

Accounts receivable, net

711,919

555,995

Other current assets

86,717

79,693

Current assets before funds held for clients

869,152

692,212

Funds held for clients

135,047

207,037

Goodwill and other intangible assets, net

2,846,962

2,869,790

Total assets

4,573,706

4,409,528

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

464,562

462,484

Client fund obligations

135,308

206,738

Current portion, Term Loan (1)

87,500

70,000

Revolver Facility (1)

178,500

142,400

Long-term portion, Term Loan(1)

1,207,500

1,260,000

Total liabilities

2,705,974

2,647,461

Treasury stock

(1,148,632

)

(1,078,521

)

Total stockholders’ equity

1,867,732

1,762,067

Debt to equity

69.3

75.5

Days sales outstanding (DSO) (2)

Shares outstanding

53,970

54,380

Basic weighted average common shares outstanding

60,444

62,909

Diluted weighted average common shares outstanding

60,546

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 June 30, 2026 and December 31, 2025.

(2)

DSO is provided for continuing operations and represents accounts receivable, net, at the end of the period,

divided by trailing twelve-months daily revenue. The Company has included DSO data because such data is commonly used as a performance measure by analysts and investors and as a measure of the Company’s ability to collect on receivables in a

timely manner. DSO should not be regarded as an alternative or replacement to any measurement of performance under GAAP. DSO on June 30, 2025, was 87.

Page 13

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 June 30, 2026

Financial

Services

Benefits and

Insurance

Services

Corporate &

Other

Consolidated

EPS

Net income (loss)

80,397

15,647

(77,440

)

18,604

0.31

Adjustments:

Amortization of acquired intangible assets

17,123

1,240

—

18,363

0.31

Integration costs related to acquisitions

(2)

5,587

—

9,214

14,801

0.25

Corporate projects related costs(3)

—

6,344

0.11

Stock-based compensation(4)

1,003

—

4,005

5,008

0.08

Legal settlement and related

costs(5)

7,200

0.12

ESPP correction income (6)

—

(1,593

)

(1,593

)

(0.03

)

Income tax effect related to adjustments

—

(14,410

)

(14,410

)

(0.24

)

Adjusted net income (loss)

104,110

16,887

(66,680

)

54,317

0.91

Interest expense

—

24,335

Income tax expense

—

5,082

Tax effect related to the adjustments above

—

14,410

Depreciation (7)

3,081

477

1,447

5,005

Adjusted EBITDA

107,191

17,364

(21,406

)

103,149

As a % of Revenue

18.5

17.0

N/A

15.1

Three Months Ended June 30, 2025

Financial

Services

Benefits and

Insurance

Services

Corporate &

Other

Consolidated

EPS

Net income (loss)

86,602

17,968

(62,628

)

41,942

0.66

Adjustments:

Amortization of acquired intangible assets

17,091

1,699

—

18,790

0.29

Integration costs related to acquisitions

(2)

4,987

226

13,950

19,163

0.30

Legal settlement and related

costs(5)

—

(11,859

)

(11,859

)

(0.19

)

Stock-based compensation(4)

—

3,243

0.05

Income tax effect related to adjustments

—

(8,241

)

(8,241

)

(0.12

)

Adjusted net income (loss)

108,680

19,893

(65,535

)

63,038

0.99

Interest expense

—

27,867

Income tax expense

—

15,837

Tax effect related to the adjustments above

—

8,241

Depreciation(7)

3,791

534

1,088

5,413

Adjusted EBITDA

112,471

20,427

(12,502

)

120,396

As a % of Revenue

19.3

20.0

N/A

17.6

Page 14

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 certain corporate initiatives.

(4)

Stock-based compensation expense reported for the three months ended June 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 June 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 three months ended June 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.

(6)

Represents amounts relating to ESPP correction. For additional information, see Item 8.01 of the

Company’s Form 8-K filed today with the SEC.

(7)

Depreciation expense reported for the three months ended June 30, 2026 and 2025 excluded $16 thousand

and $0.9 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 15

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)

Six months ended June 30, 2026

Financial

Services

Benefits and

Insurance

Services

Corporate &

Other

Consolidated

EPS

Net income (loss)

289,084

39,037

(156,730

)

171,391

2.83

Adjustments:

Integration costs related to acquisitions

(2)

20,387

18,260

38,670

0.64

Amortization of acquired intangible assets

34,258

2,759

—

37,017

0.61

Gain from acquisition related adjustment,

net(3)

—

(57,955

)

(57,955

)

(0.95

)

Corporate projects related costs(4)

—

6,344

0.10

Legal settlement and related

costs(5)

—

7,200

0.12

Stock-based compensation(6)

1,661

—

7,654

9,315

0.15

ESPP correction expense (7)

—

10,350

0.17

Income tax effect related to adjustments

—

(14,342

)

(14,342

)

(0.23

)

Adjusted net income (loss)

345,390

41,819

(179,219

)

207,990

3.44

Interest expense

—

48,251

Income tax expense

—

66,824

Tax effect related to the adjustments above

—

14,342

Depreciation (8)

6,265

984

2,837

10,086

Adjusted EBITDA

351,655

42,803

(46,965

)

347,493

As a % of Revenue

26.6

20.4

N/A

22.7

Six months ended June 30, 2025

Financial

Services

Benefits and

Insurance

Services

Corporate &

Other

Consolidated

EPS

Net income (loss)

291,067

45,913

(172,265

)

164,715

2.58

Adjustments:

Integration costs related to acquisitions

(2)

7,500

382

26,973

34,855

0.54

Amortization of acquired intangible assets

33,981

3,475

—

37,456

0.59

Legal settlement and related

costs(5)

—

(11,063

)

(11,063

)

(0.17

)

Stock-based compensation(6)

—

5,552

0.09

Income tax effect related to adjustments

—

(19,104

)

(19,104

)

(0.31

)

Adjusted net income (loss)

332,548

49,770

(169,907

)

212,411

3.32

Interest expense

—

53,023

Income tax expense

—

65,974

Tax effect related to the adjustments above

—

19,104

Depreciation(8)

7,349

1,083

2,177

10,609

Adjusted EBITDA

339,897

50,853

(29,629

)

361,121

As a % of Revenue

26.0

23.7

N/A

23.7

Page 16

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 certain corporate initiatives.

(5)

During the six months ended June 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 six months ended June 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.

(6)

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

$6.3 million and $6.7 million, respectively, of stock-based compensation expense reported as “Integration costs related to acquisitions” above.

(7)

Represents amounts relating to ESPP correction expense. For additional information, see Item 8.01 of the

Company’s Form 8-K filed today with the SEC.

(8)

Depreciation expense reported for the six months ended June 30, 2026 and 2025 excluded $32 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 17

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