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CBIZ, Inc

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, Oct. 19, 2026 (GLOBE NEWSWIRE) -- 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.

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 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 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 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, [email protected]  
Media: Amy McGahan, Director of Corporate & Strategic Communications, [email protected]
CBIZ, Inc., Cleveland, Ohio, (216) 447-9000

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 RevenueOperating 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 %              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   As Reported
  Deferred Compensation Plan
   Adjusted % of Revenue  As Reported  Deferred Compensation Plan   Adjusted  % of RevenueGross 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    (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 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 RevenueOperating expense $13,478 0.6 % $17,132 0.8 %Corporate general and administrative expenses  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   As Reported Deferred Compensation Plan  Adjusted  % of Revenue  As Reported  Deferred Compensation Plan   Adjusted % of RevenueGross 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”. 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.” 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  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. CBIZ, INC.
SELECT FINANCIAL DATA AND RATIOS (UNAUDITED)
(In thousands, except percentages, DSO, and per share data)
   September 30,
2026 December 31,
2025Cash 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. 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 EPSNet 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   1   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   23,986   Income tax expense —   —   20,404   20,404   Tax effect related to the adjustments above —   —   10,222   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 EPSNet 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   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   27,960   Income tax expense —   —   10,260   10,260   Tax effect related to the adjustments above —   —   12,635   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%    (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. 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 EPSNet income (loss)$399,407  $57,533  $(238,313) $218,627  $3.62 Adjustments:         Integration costs related to acquisitions(2) 21,395   24   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   7,200   0.12 Stock-based compensation(6) 2,605   —   10,152   12,757   0.21 ESPP correction expense(7) —   —   7,404   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   72,237   Income tax expense —   —   87,228   87,228   Tax effect related to the adjustments above —   —   24,564   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 EPSNet 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   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   80,983   Income tax expense —   —   76,234   76,234   Tax effect related to the adjustments above —   —   32,830   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%    (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) Gain related to 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.

Largest transaction of its kind in more than 25 years; creates the fifth largest professional services, tax and advisory provider in the U.S.

New Mountain Capital makes new equity investment to enable the transaction

Enhances AI-enabled capabilities, multinational reach, industry specialization and service breadth — while creating strong cultural and strategic fit with a shared commitment to quality and client experience

CBIZ Benefits and Insurance Services segment to be set up for growth as independent company backed by New Mountain Capital

CBIZ shareholders to receive $55.00 per share in cash

CHICAGO and CLEVELAND and NEW YORK, July 29, 2026 (GLOBE NEWSWIRE) -- Grant Thornton Advisors LLC (together with its affiliates, “Grant Thornton Advisors”), New Mountain Capital and CBIZ, Inc. (NYSE: CBZ) (“CBIZ”) today announced that Grant Thornton Advisors has entered into a definitive agreement pursuant to which it will acquire CBIZ in an all-cash transaction with an enterprise value of $5 billion.

Under the terms of the agreement, CBIZ shareholders will receive $55.00 in cash per share. This represents a premium of approximately 54% to CBIZ’s 30-day volume-weighted average share price.

New Mountain Capital — which led a May 2024 investment in Grant Thornton Advisors and fueled the firm’s growth strategy — will be investing incremental equity to support the transaction.

Creating the fifth largest U.S. provider

Upon closing, Grant Thornton in the U.S. is expected to become the fifth-largest provider of professional services, tax and advisory services, with more than $5 billion in annual domestic revenue. The transaction represents the largest of its kind in more than 25 years.

With the combination, the multinational platform will have a footprint that spans more than 20 countries and territories, generates nearly $7.5 billion in revenue and employs more than 34,500 professionals across the Americas, Europe, the Middle East and the Asia-Pacific region.

The transaction will bring together Grant Thornton Advisors’ multinational platform capabilities and CBIZ’s deep relationships across the U.S., offering clients the benefits of cross-border scale, broad multidisciplinary capabilities and AI-enabled leading-edge technology solutions, while maintaining a focused commitment to high-quality service and differentiated client experiences.

The transaction will also build on Grant Thornton Advisors’ recently announced $1 billion investment in AI and advanced technologies, expanding the firm’s ability to bring AI-enabled solutions and capabilities to serve more clients and industries at an even greater scale.

According to Jim Peko, chief executive officer of Grant Thornton Advisors LLC and leader of the Grant Thornton Advisors multinational platform: “By combining our multinational platform with CBIZ's strong market presence, we're broadening our ability to support businesses through every stage of growth — from early development to global scale. Together, we'll bring the quality, scope and capabilities clients need to navigate an increasingly complex and rapidly evolving business environment.”

Jerry Grisko, president and chief executive officer of CBIZ, said: “This is a historic combination with a complementary cultural and strategic fit. CBIZ has grown rapidly over many years to become a leading professional services provider. Joining Grant Thornton Advisors accelerates the realization of that vision, creating a stronger firm with new and exciting opportunities for our team members and enhanced service offerings for clients, while delivering significant value to CBIZ shareholders.”

Andre Moura, managing director of New Mountain Capital, said: “We’re pleased to continue to support Grant Thornton Advisors’ strategic growth plan, a journey we have been on together since May 2024. Following the acquisition of CBIZ, Grant Thornton in the U.S. will be the fifth largest professional services, tax and advisory provider in the nation and one of the most forward-thinking firms in the world regarding AI. That scale and forward momentum will put the combined firm in a stronger position than ever to serve its clients and create meaningful opportunities for its partners and staff.”

Nikhil Devulapalli, managing director at New Mountain Capital, added: “The acquisition of CBIZ allows Grant Thornton Advisors to rapidly bring its market-leading AI and technology platform deeper into the market and continue its mission to lead on quality and breadth of service provided to a broad spectrum of clients of all sizes.”

Following the closing, Grant Thornton Advisors plans to separate CBIZ’s Benefits and Insurance Services segment into a new stand-alone entity backed by New Mountain Capital.

Bob Mulcare and Sean Donovan, managing directors at New Mountain Capital, said: “We look forward to building on the strong foundations within the Benefits and Insurance Services segment to create a new leading firm dedicated to insurance, retirement and payroll services — providing new opportunities to the clients and team members in that segment.”

Strategic rationale

The combination is expected to:

Build a differentiated professional services, tax and advisory provider. Following the acquisition of CBIZ, Grant Thornton Advisors will be better positioned to serve clients at all stages of growth with enhanced service offerings, multinational reach and premier technological resources across professional services, tax and advisory services.Accelerate technology and AI-enabled service delivery. The newly formed firm will support more clients with sophisticated AI-enabled service delivery, focused on using AI to transform client service, empower people and unlock new opportunities for growth.Enable greater depth of specialized industry expertise with expanded capabilities. The addition of CBIZ provides Grant Thornton Advisors with greater ability to deliver more tailored insights and solutions for clients, driven by a deep understanding of, and experience in, their specific industry.Strengthen client experience and service quality. Upon combination with CBIZ, Grant Thornton Advisors will maintain a strong focus on quality, applicable independence requirements, trust and client service — reflecting an ongoing commitment to its clients and purpose-built operating model.Increase the ability to invest in innovation, talent and technology. The combined firm will be the employer of choice for top talent in the industry, positioning the organization for long-term success in a fast-moving marketplace and creating even more opportunities for employees to grow, build rewarding careers and do their best work. Transaction details

Under the terms of the definitive merger agreement, CBIZ shareholders will receive $55.00 in cash for each share of CBIZ common stock they own. Upon completion of the transaction, CBIZ will become wholly-owned by Grant Thornton Advisors, and CBIZ common stock will cease to trade and no longer be listed on the New York Stock Exchange.

The CBIZ Board of Directors has unanimously approved the transaction and recommends that CBIZ shareholders vote in favor of the transaction. 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.

Go-shop provision and superior proposals

Under the terms of the definitive merger agreement, CBIZ, along with its financial and legal advisors, will be permitted to actively solicit, consider and negotiate alternative acquisition proposals from third parties during a “go-shop” period ending at 11:59 p.m. Eastern Time on August 27, 2026. Prior to the CBIZ shareholder vote and subject to the terms and conditions of the definitive merger agreement, including notice and negotiation rights in favor of Grant Thornton Advisors, the CBIZ Board of Directors will have the right to terminate the merger agreement to enter into an alternative transaction that constitutes a superior proposal, subject to the terms and conditions of the merger agreement, including payment of a termination fee.

There can be no assurance that the go-shop process will result in a superior proposal. CBIZ does not intend to disclose developments with respect to the go-shop process unless and until it determines such disclosure is appropriate or required by law.

CBIZ second quarter 2026 earnings results

As a result of this announcement, in connection with its second quarter 2026 earnings release scheduled for July 29, 2026, CBIZ will release financial and operational results through a press release only and will no longer hold a conference call or webcast.

Advisors for the transaction

Goldman Sachs & Co. LLC is serving as financial advisor to CBIZ. Weil, Gotshal & Manges LLP is serving as legal advisor to CBIZ, and Teneo is serving as strategic communications advisor to CBIZ.

Deutsche Bank is acting as Lead Financial Advisor for Grant Thornton Advisors. Other Financial Advisors include J.P. Morgan, BMO Capital Markets, BofA Securities, RBC Capital Markets and UBS Investment Bank. Evercore is acting as Financial Advisor to New Mountain Capital and Grant Thornton on the CBIZ Benefits & Insurance segment. Simpson Thacher & Bartlett LLP, Mayer Brown LLP and Hunton Andrews Kurth LLP are serving as legal advisors to Grant Thornton Advisors, and Goldin Solutions is serving as strategic communications advisor.

About Grant Thornton in the U.S.

Grant Thornton delivers professional services in the U.S. through two specialized entities and their affiliates: Grant Thornton LLP, a licensed, certified public accounting (CPA) firm that provides audit and assurance services — and Grant Thornton Advisors LLC (not a licensed CPA firm), which exclusively provides non-attest offerings, including tax and advisory services.   

Grant Thornton LLP, Grant Thornton Advisors LLC and their respective subsidiaries operate as an alternative practice structure (APS). The APS conforms with applicable laws, regulations and professional standards, including those from the American Institute of Certified Public Accountants.

“Grant Thornton” refers to the brand under which the member firms in the Grant Thornton International Ltd (GTIL) network provide services to their clients and/or refers to one or more member firms. Grant Thornton LLP and Grant Thornton Advisors LLC serve as the U.S. member firms of the GTIL network. GTIL and its member firms are not a worldwide partnership and all member firms are separate legal entities. Member firms deliver all services; GTIL does not provide services to clients.

About Grant Thornton Advisors multinational platform

The Grant Thornton Advisors multinational platform is a group of firms within the Grant Thornton International Limited network* that connects priority markets and operates with aligned standards, technology and delivery expectations.

The platform is currently home to almost 20 aligned firms stretching from the Americas across Europe and the Middle East to the Asia-Pacific region. These firms bring together more than 25,000 professionals to deliver cross-border solutions powered by advanced technologies, a shared commitment to quality and a growing reputation as the industry’s employer-of-choice. The platform firms operate as separate legal entities.

*The Grant Thornton International Limited network provides access to its member firms in more than 150 global markets.

About CBIZ

CBIZ, Inc. (NYSE: CBZ) is a leading professional services advisor to 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. 

About New Mountain Capital

New Mountain Capital is a New York-based investment firm that emphasizes business building and growth, rather than debt, as it pursues long-term capital appreciation. The firm currently manages private equity, credit and net lease investment strategies with approximately $60 billion in assets under management. New Mountain Capital seeks out what it believes to be the highest quality growth leaders in carefully selected industry sectors and then works intensively with management to build the value of these companies. For more information on New Mountain Capital, please visit https://www.newmountaincapital.com/.

Cautionary statement regarding forward-looking statements

This communication includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction between CBIZ and Grant Thornton Advisors (any such transaction, the “proposed transaction”). In this context, forward-looking statements generally are identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “predicts,” “potential,” “expects,” “may,” “could,” “might,” “likely,” “will,” “should” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected timing and structure of the proposed transaction, the ability of the parties to complete the proposed transaction pursuant to the terms of the Agreement and Plan of Merger, dated as of July 28, 2026 (the “Merger Agreement”), if at all, the expected benefits of the proposed transaction, including future financial and operating results and strategic benefits, and the combined company’s plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward-looking statements.

These forward-looking statements are based on CBIZ’s and Grant Thornton Advisors’ current expectations with respect to the transactions contemplated by the Merger Agreement and are subject to risks and uncertainties, which may cause actual results to differ materially from CBIZ’s and Grant Thornton Advisors’ current expectations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) 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; (2) the risk that the proposed transaction may not be completed on the terms or in the time frame expected by CBIZ and Grant Thornton Advisors, or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance and results of operations of the combined company following completion of the proposed transaction; (5) 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 Advisors, on the expected timeframe or at all; (6) the ability of the combined company to implement its business strategy; (7) difficulties and delays in the combined company achieving revenue and cost synergies; (8) inability of the combined company to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the proposed transaction; (10) 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; (11) evolving legal, regulatory and tax regimes; (12) changes in general economic, competitive, technological and/or industry-specific conditions affecting the businesses and industries in which CBIZ and Grant Thornton Advisors operate; (13) actions by third parties, including government agencies and rating agencies; (14) 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; (15) 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; (16) 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; (17) the risk that the market price of CBIZ’s common stock may decline if the proposed transaction is not completed, and (18) the other risk factors described under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other sections of CBIZ’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 26, 2026, as amended on March 2, 2026 and any subsequent amendments, and subsequent filings with the SEC, including documents that will be filed with the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive.

Any forward-looking statements speak only as of the date of this communication. Neither CBIZ nor Grant Thornton Advisors undertakes any obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Important information about the transaction and where to find it

In connection with the proposed transaction, CBIZ intends to file relevant materials with the SEC, including a proxy statement on Schedule 14A (the “Proxy Statement”). The Proxy Statement will contain important information about the proposed transaction and related matters. This communication is not a substitute for the Proxy Statement or any other document that CBIZ may file with the SEC or send to its shareholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF CBIZ ARE ADVISED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED BY CBIZ WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. All such documents, when filed, may be obtained free of charge at the SEC’s website (http://www.sec.gov). These documents, once available, and CBIZ’s other filings with the SEC also will be available free of charge on CBIZ’s website at https://ir.cbiz.com/financial-information/sec-filings.

Participants in the solicitation

CBIZ and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the names of such directors and executive officers and their respective interests in CBIZ by security holdings or otherwise is set forth in CBIZ’s definitive proxy statement on Schedule 14A for its 2026 annual meeting of shareholders, filed with the SEC on April 2, 2026 (the “2026 Annual Proxy”). Please refer to the sections captioned “Executive Compensation,” “Summary Compensation Table,” “2025 Grants of Plan-Based Awards,” “Outstanding Equity Awards At 2025 Fiscal Year-End,” “Option Exercises And Stock Vested In 2025,” “2025 Non-Qualified Deferred Compensation,” “Potential Payments upon Termination or Change in Control,” “Director Compensation,” “2025 Director Compensation Table,” and “Security Ownership of Certain Beneficial Owners and Management” in the 2026 Annual Proxy. To the extent that certain CBIZ participants or their affiliates have acquired or disposed of security holdings since the “as of” date disclosed in the 2026 Annual Proxy, such transactions have been or will be reflected on Statements of Change in Ownership on Form 4 or amendments to beneficial ownership reports on Schedules 13D or 13G filed with the SEC. Such filings and the 2026 Annual Proxy are available free of charge on CBIZ’s website at https://ir.cbiz.com/financial-information/sec-filings or through the SEC’s website at www.sec.gov. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in CBIZ’s Proxy Statement and other materials to be filed with the SEC in connection with the proposed transaction.

Grant Thornton Advisors LLC

Media Contact

Jon Rucket
Senior Director, External Communications
M: +1 404 984 6249
E: [email protected]

CBIZ, Inc.

Media Contact

Jack Flaherty
Managing Director, Teneo
M: +1 631 848 7779
E: [email protected]

Investor Relations Contact

Chris Sikora
Vice President, Investor Relations & Corporate Finance
O: +1 216 447 9000
E: [email protected]