Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to “we," “us," “our," "CBIZ" or the "Company" shall mean CBIZ, Inc., and its operating subsidiaries. The following discussion is intended to assist in the understanding of our financial position at June 30, 2026 and December 31, 2025, results of operations for the three and six months ended June 30, 2026 and 2025, and cash flows for the six months ended June 30, 2026 and 2025, and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2025, as amended. This discussion and analysis contains forward-looking statements and should be read in conjunction with the disclosures and information contained in “Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q and in “Item 1A. Risk Factors” included in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended. OVERVIEW We provide professional business services, products and solutions that help our clients grow and succeed by better managing their finances and employees. These services are primarily provided to small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises throughout the United States and parts of Canada. As discussed in Note 14, Goodwill, the National Practices practice group, which consisted of a single reporting unit, is now included in the Financial Services practice group to align our internal management and reporting structure with the services provided. As a result of these changes, we now operate with two reportable segments: Financial Services and Benefits and Insurances Services. Financial results of the Financial Service Practice Group for the three and six months ended June 30, 2025 were adjusted to reflect the change in reportable segments. Refer to the Annual Report on Form 10-K for the year ended December 31, 2025, as amended, for further discussion of our business and strategies, as well as the external relationships and regulatory factors that currently impact our operations. PROPOSED MERGER On July 28, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Viking ParentCo., Inc. a Delaware corporation (“Parent”), and Viking MergerCo, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the proposed Merger as a direct wholly owned subsidiary of Parent. 23 Pursuant to the Merger Agreement, upon the consummation of the proposed Merger transaction, each share of common stock, par value $0.01 per share, of the Company (the “Shares” and each a “Share”) issued and outstanding immediately prior to the effective time of the Merger (other than certain excluded shares as set forth in the Merger Agreement) will be converted into the right to receive $55.00 per share in cash, without interest thereon (the “Merger Consideration”). The Merger Agreement also provides for the treatment of the Company’s outstanding equity awards in accordance with its terms upon consummation of the proposed Merger. See Note 16, “Subsequent Events” in Item 1 of this Form 10-Q for further details regarding the proposed Merger. See the section titled, “Risk Factors” included under Part II, Item 1A of this Report for more information regarding risks associated with the proposed Merger. EXECUTIVE SUMMARY Revenue for the three months ended June 30, 2026 decreased by $1.3 million, or 0.2%, to $682.2 million from $683.5 million for the same period in 2025. Same-unit revenue decreased by approximately $3.5 million, or 0.5%, as compared to the same period in 2025. Revenue from newly acquired operations contributed $2.2 million of incremental revenue for the three months ended June 30, 2026, as compared to the same period in 2025. A detailed discussion of revenue for the three months ended June 30, 2026 by practice group is included under "Operating Practice Groups." Revenue for the six months ended June 30, 2026 increased by $9.3 million, or 0.6%, to $1,530.8 million from $1,521.5 million for the same period in 2025. Same-unit revenue increased by approximately $5.0 million or 0.3%, as compared to the same period in 2025. Revenue from newly acquired operations contributed $4.3 million of incremental revenue for the six months ended June 30, 2026, as compared to the same period in 2025. A detailed discussion of revenue for the six months ended June 30, 2026 by practice group is included under "Operating Practice Groups." For the three months ended June 30, 2026, net income was $18.6 million, or $0.31 per diluted share, compared to $41.9 million, or $0.66 per diluted share, for the same period in 2025. For the six months ended June 30, 2026, net income was $171.4 million, or $2.83 per diluted share, compared to $164.7 million, or $2.58 per diluted share, for the same period in 2025. Refer to “Results of Operations" for a detailed discussion of the components of net income. The uncertainty in the current economic and geopolitical environment may lead to softness in the demand for the nonrecurring project-based services we offer. We expect this softness in demand caused by the current economic and geopolitical environment could continue and may limit management's ability to accurately forecast demand for the remainder of 2026. Strategic Use of Capital Our primary business objective is funding organic growth acceleration and meeting working capital needs. This includes investments in client service delivery and emerging technology that support revenue growth and enhance operational excellence. Following the completion of the Marcum Transaction, our second priority is to pay down debt to be at a net leverage ratio of less than 2.5x over time. As a result of the Marcum Transaction and related 2024 Credit Facilities, we have $1,473.5 million of outstanding debt under the 2024 Credit Facilities as of June 30, 2026. In addition, we believe that repurchasing shares of our common stock can be an attractive use of capital and an efficient means to provide value to our stockholders. We will also remain focused on making strategic acquisitions that allow us to strengthen our presence in existing markets, expand into high growth industries, and broaden our services to our clients. During the six months ended June 30, 2026, we repurchased 0.2 million shares of our common stock for a total cost of $7.4 million under the ROFR Agreement and 2.1 million shares of our common stock in the open market for $60.1 million pursuant to our Share Repurchase Program (defined below). Additionally, to settle statutory employee withholdings related to vesting of stock awards, we repurchased 0.1 million shares of our common stock at a cost of $2.6 million during the six months ended June 30, 2026. During the six months ended June 30, 2025, we repurchased 1.0 million shares of our common stock for a cost of $71.3 million under the ROFR Agreement and no share repurchases from the open market. To settle statutory employee withholdings related to vesting of stock awards, we repurchased 0.1 million shares at a cost of $7.8 million during the six months ended June 30, 2025. Refer to Note 11, Common Stock, to the accompanying unaudited condensed consolidated financial statements for further details. On February 11, 2026, the CBIZ Board of Directors authorized the purchase of up to 5.0 million shares of our common stock under our share repurchase program (the “Share Repurchase Program”), which may be suspended 24 or discontinued at any time and expires on March 31, 2027. The shares may be purchased in the open market, in privately negotiated transactions, and pursuant to Rule 10b5-1 trading plans. Privately negotiated transactions may include purchases from our employees, officers and directors, in accordance with the Securities and Exchange Commission ("SEC") rules. CBIZ management will determine the timing and amount of the purchases based on its evaluation of market conditions and other factors. RESULTS OF OPERATIONS Revenue The following tables summarize total revenue for the three and six months ended June 30, 2026 and 2025: Three Months Ended June 30, 2026 % of Total 2025(1) % of Total $ Change % Change (Amounts in thousands, except percentages) Financial Services $ 580,324 85.1 % $ 581,567 85.1 % $ (1,243) (0.2) % Benefits and Insurance Services 101,882 14.9 % 101,929 14.9 % (47) — % Total CBIZ $ 682,206 100.0 % $ 683,496 100.0 % $ (1,290) (0.2) % Six Months Ended June 30, 2026 % of Total 2025(1) % of Total $ Change % Change (Amounts in thousands, except percentages) Financial Services $ 1,320,654 86.3 % $ 1,306,605 85.9 % $ 14,049 1.1 % Benefits and Insurance Services 210,131 13.7 % 214,905 14.1 % (4,774) (2.2) % Total CBIZ $ 1,530,785 100.0 % $ 1,521,510 100.0 % $ 9,275 0.6 % (1)During the six months ended June 30, 2026, the National Practice 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 for the three and six months ended June 30, 2025 was adjusted to reflect this change. Non-qualified Deferred Compensation Plan 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", are 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. Refer to Note 13, Employee Benefits, to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended, for further discussion on the Non-qualified Deferred Compensation Plan. Income and expenses related to the deferred compensation plan assets for the three and six months ended June 30, 2026 and 2025 were recorded as follows (in thousands, except percentages): Three Months Ended June 30, Six Months Ended June 30, Income statement line items: 2026 2025 2026 2025 Operating expense $ 17,113 $ 11,717 $ 14,044 $ 9,285 Corporate general & administrative expense 2,298 1,458 1,979 1,339 Other income, net 19,411 13,175 16,023 10,624 25 Excluding the impact of the above-mentioned income and expenses related to the deferred compensation plan, the operating results for the three and six months ended June 30, 2026 and 2025 were as follows: Three Months Ended June 30, 2026 2025 (Amounts in thousands, except percentages) As Reported Deferred Compensation Plan Adjusted % of Revenue As 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, 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 % Six Months Ended June 30, 2026 2025 (Amounts in thousands, except percentages) As Reported Deferred Compensation Plan Adjusted % of Revenue As 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, 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 % Operating Expenses The following tables summarize total operating expenses for the three and six months ended June 30, 2026 and 2025: Three Months Ended June 30, 2026 2025(1) $ Change % Change (Amounts in thousands, except percentages) Operating expenses by segment: Financial Services $ 499,812 $ 494,939 $ 4,873 1.0 % Benefits and Insurance Services 86,295 84,007 2,288 2.7 % Corporate and Other 23,661 16,641 7,020 42.2 % Total Operating expenses $ 609,768 $ 595,587 $ 14,181 2.4 % Operating expenses % of revenue 89.4 % 87.1 % Operating expenses excluding deferred compensation $ 592,655 $ 583,870 $ 8,785 1.5 % Operating expenses excluding deferred compensation % of revenue 86.9 % 85.4 % 26 Six Months Ended June 30, 2026 2025(1) $ Change % Change (Amounts in thousands, except percentages) Operating expenses by segment: Financial Services $ 1,030,582 $ 1,015,697 $ 14,885 1.5 % Benefits and Insurance Services 171,529 169,365 2,164 1.3 % Corporate and Other 30,219 20,437 9,782 47.9 % Total Operating expenses $ 1,232,330 $ 1,205,499 $ 26,831 2.2 % Operating expenses % of revenue 80.5 % 79.2 % Operating expenses excluding deferred compensation $ 1,218,286 $ 1,196,214 $ 22,072 1.8 % Operating expenses excluding deferred compensation % of revenue 79.6 % 78.6 % (1)During the six months ended June 30, 2026, the National Practice 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 operating expenses for the three and six months ended June 30, 2025 was adjusted to reflect this change. Three months ended June 30, 2026 compared to June 30, 2025. Total operating expenses for the three months ended June 30, 2026 increased by $14.2 million, or 2.4%, to $609.8 million as compared to $595.6 million in the same period in 2025. The deferred compensation plan increased operating expenses by $17.1 million for the three months ended June 30, 2026 and increased operating expenses by $11.7 million in the same period in 2025. Excluding the deferred compensation expenses, which were recorded in "Corporate and Other" for segment reporting purposes, operating expenses would have been $592.7 million and $583.9 million, or 86.9% and 85.4% of revenue, for the three months ended June 30, 2026 and 2025, respectively. In addition, operating expenses for the three months ended June 30, 2026 included approximately $14.8 million of integration costs associated with the Marcum Transaction, and the operating expenses for the three months ended June 30, 2025 included approximately $11.1 million of integration costs associated with the Marcum Transaction. The majority of our operating expenses relate to personnel costs, which include (i) salaries and benefits, (ii) commissions paid to producers, (iii) incentive compensation, and (iv) stock-based compensation. Excluding the impact of deferred compensation, which was recorded in "Corporate and Other" for segment reporting purposes, operating expenses increased by approximately $8.8 million during the three months ended June 30, 2026 as compared to the same period in 2025, driven by $11.5 million higher personnel costs and $2.3 million higher direct costs, partially offset by $1.7 million lower depreciation and amortization costs, $2.9 million lower facility costs, and $3.4 lower professional service costs . Personnel costs are discussed in further detail under “Operating Practice Groups” below. Six months ended June 30, 2026 compared to June 30, 2025. Total operating expenses for the six months ended June 30, 2026 increased by $26.8 million, or 2.2%, to $1,232.3 million as compared to $1,205.5 million in the same period in 2025. The deferred compensation plan increased operating expenses by $14.0 million for the six months ended June 30, 2026 and increased operating expenses by $9.3 million during the same period in 2025. Excluding the impact of deferred compensation, which was recorded in "Corporate and Other" for segment reporting purposes, operating expenses would have been $1,218.3 million and $1,196.2 million, or 79.6% and 78.6% of revenue, for the six months ended June 30, 2026 and 2025, respectively. In addition, operating expense for the six months ended June 30, 2026 and 2025, included approximately $38.7 million and $20.1 million, respectively, of integration costs associated with the Marcum Transaction. The majority of our operating expenses relate to personnel costs, which include (i) salaries and benefits, (ii) commissions paid to producers, (iii) incentive compensation, and (iv) stock-based compensation. Excluding the impact of deferred compensation, which was recorded in "Corporate and Other" for segment reporting purposes, operating expenses increased by approximately $22.1 million during the six months ended June 30, 2026 as compared to the same period in 2025, driven by $13.3 million in higher personnel costs, $1.7 million higher facility costs, $3.0 million higher technology costs, $3.2 million higher direct costs, and $1.5 million higher travel and entertainment costs, partially offset by $2.8 million lower professional service costs. Corporate General & Administrative (“G&A”) Expenses 27 Three Months Ended June 30, 2026 2025 $ Change % Change (Amounts in thousands, except percentages) G&A expenses $ 38,366 $ 27,637 $ 10,729 38.8 % G&A expenses % of revenue 5.6 % 4.0 % G&A expenses excluding deferred compensation $ 36,068 $ 26,179 $ 9,889 37.8 % G&A expenses excluding deferred compensation % of revenue 5.3 % 3.8 % Six Months Ended June 30, 2026 2025 $ Change % Change (Amounts in thousands, except percentages) G&A expenses $ 79,877 $ 55,707 $ 24,170 43.4 % G&A expenses % of revenue 5.2 % 3.7 % G&A expenses excluding deferred compensation $ 77,898 $ 54,368 $ 23,530 43.3 % G&A expenses excluding deferred compensation % of revenue 5.1 % 3.6 % Three months ended June 30, 2026 compared to June 30, 2025. The deferred compensation plan increased G&A expenses by $2.3 million for the three months ended June 30, 2026, and by $1.5 million during the same period in 2025. The G&A expenses, excluding the impact of the deferred compensation plan, would have been $36.1 million, or 5.3% of revenue, for the three months ended June 30, 2026, compared to $26.2 million, or 3.8% of revenue, for the same period in 2025, an increase of approximately $9.9 million. The increase was primarily driven by $4.8 million in higher personnel costs, $4.8 million higher professional services costs, $1.4 million higher marketing costs, and $1.4 million higher technology costs, partially offset by $0.5 million decrease in other discretionary costs. The G&A expenses for the three months ended June 30, 2026 and 2025 included approximately $4.5 million and $8.1 million of integration costs primarily associated with the Marcum Transaction. Six months ended June 30, 2026 compared to June 30, 2025. The deferred compensation plan increased G&A expenses by $2.0 million for the six months ended June 30, 2026, and increased G&A expenses by $1.3 million during the same period in 2025. G&A expenses, excluding the impact of the deferred compensation plan, would have been $77.9 million, or 5.1% of revenue, for the six months ended June 30, 2026, compared to $54.4 million, or 3.6% of revenue, for the same period in 2025, an increase of $23.5 million. The increase in G&A expenses was primarily due to approximately $17.2 million of higher personnel costs driven by $10.9 million cumulative impact of the ESPP correction and higher compensation, $2.6 million higher technology costs, $2.0 million higher professional services costs, $0.6 million higher facility costs, and $2.6 million higher other discretionary spending to support business growth. The G&A expenses for the six months ended June 30, 2026 and 2025, included approximately $7.6 million and $14.8 million, respectively, of integration costs primarily associated with the Marcum Transaction. 28 Other Income (Expense), Net Three Months Ended June 30, 2026 2025 $ Change % Change (Amounts in thousands, except percentages) Interest expense $ (24,335) $ (27,867) $ 3,532 (12.7) % Other income, net (1) 13,949 25,374 (11,425) (45.0) % Total other expense, net $ (10,386) $ (2,493) $ (7,893) 316.6 % (1)Other income, net includes a net gain of $19.4 million during the three months ended June 30, 2026, compared to a net gain of $13.2 million for the same period in 2025, associated with the value of investments held in a rabbi trust related to the deferred compensation plan, which were recorded in "Corporate and Other" for segment reporting purposes. The adjustments to the investments held in a rabbi trust related to the deferred compensation plan are offset by a corresponding increase or decrease to compensation expense, which is recorded as “Operating expenses” and “G&A expenses.” The deferred compensation plan has no impact on “Income before income tax expense” or diluted earnings per share. In addition, included in other income (expense), net for the three months ended June 30, 2026 and 2025, is an income of $1.8 million and an expense of $1.0 million, respectively, related to net changes in the fair value of contingent consideration related to prior acquisitions. Six Months Ended June 30, 2026 2025 $ Change % Change (Amounts in thousands, except percentages) Interest expense $ (48,251) $ (53,023) $ 4,772 (9.0) % Gain from acquisition related adjustment, net 57,955 — 57,955 N/M Other income, net (2) 9,933 23,408 (13,475) (57.6) % Total other income (expense), net $ 19,637 $ (29,615) $ 49,252 (166.3) % (2)Other income, net includes a net gain of $16.0 million during the six months ended June 30, 2026, compared to a net gain of $10.6 million for the same period in 2025, associated with the value of investments held in a rabbi trust related to the deferred compensation plan, which were recorded in "Corporate and Other" for segment reporting purposes. The adjustments to the investments held in a rabbi trust related to the deferred compensation plan are offset by a corresponding increase or decrease to compensation expense, which is recorded as “Operating expenses” and “G&A expenses.” The deferred compensation plan has no impact on “Income before income tax expense” or diluted earnings per share. In addition, included in other income, net for the six months ended June 30, 2026 and 2025, is an income of $1.6 million and an expense of $1.5 million, respectively, related to changes in the fair value of contingent consideration related to prior acquisitions. Interest Expense Three and six months ended June 30, 2026 compared with June 30, 2025. During the three months ended June 30, 2026, our average debt balance and weighted average effective interest rate were $1,505.2 million and 6.01%, respectively, compared to $1,542.4 million and 6.75%, respectively, for the same period in 2025. The decrease in interest expense for the three months ended June 30, 2026 as compared to the same period in 2025 was primarily driven by the lower average debt balance and interest rates. During the six months ended June 30, 2026, our average debt balance and interest rate were $1,486.0 million and 6.06%, respectively, compared to $1,493.2 million and 6.67%, respectively, for the same period in 2025. The decrease in interest expense for the six months ended June 30, 2026 as compared to the same period in 2025 was $4.8 million. This was primarily driven by the lower average debt balance and interest rates. Our indebtedness is further discussed in Note 6, Debt and Financing Arrangements, to the accompanying unaudited condensed consolidated financial statements. Gain from acquisition related adjustment, net Three and six months ended June 30, 2026 compared with June 30, 2025. During the six months ended June 30, 2026, our gain from acquisition related adjustment, net was $58.0 million, compared to no gain for the 29 same periods in 2025. As stated in Note 4, Business Combinations, to the accompanying unaudited condensed consolidated financial statements, the Company recorded a $57.2 million working capital adjustment and related purchase price settlement, which was recognized as a gain within acquisition related adjustments in Total other income (expense), net in the consolidated statements of operations. Additionally, the Company also recorded an adjustment related to acquisitions of $0.8 million within gains from acquisition related adjustments during the six months ended June 30, 2026. Other Income, Net Three and six months ended June 30, 2026 compared with June 30, 2025. For the three months ended June 30, 2026, Other income, net includes a net gain of $19.4 million associated with the non-qualified deferred compensation plan. For the same period in 2025, Other income, net includes a net gain of $13.2 million associated with the non-qualified deferred compensation plan. Excluding the impact of the deferred compensation plan from Other income, net for the three months ended June 30, 2026 would have been an expense of $5.5 million as compared to an income of $12.2 million in the same period in 2025, a decrease of approximately $17.7 million. The decrease was primarily due to a $7.2 million legal settlement loss recorded in the three months ended June 30, 2026 as compared to a $12.5 million gain from a legal settlement recorded in the same period in 2025. For the six months ended June 30, 2026, Other income (expense), net includes a net gain of $16.0 million associated with the non-qualified deferred compensation plan. For the same period in 2025, Other income (expense),net includes a net gain of $10.6 million associated with the non-qualified deferred compensation plan. Excluding the impact of the deferred compensation plan, the other income, net for the six months ended June 30, 2026 would have been an expense of approximately $6.1 million, as compared to an income of $12.8 million during the same period in 2025, a decrease of approximately $18.9 million. The decrease was primarily due to a $7.2 million legal settlement loss recorded in the three months ended June 30, 2026 as compared to a $12.5 million gain from a legal settlement recorded in the same period in 2025. Income Tax Expense Three Months Ended June 30, 2026 2025 $ Change % Change (Amounts in thousands, except percentages) Income tax expense $ 5,082 $ 15,837 $ (10,755) (67.9) % Effective tax rate 21.5 % 27.4 % Six Months Ended June 30, 2026 2025 $ Change % Change (Amounts in thousands, except percentages) Income tax expense $ 66,824 $ 65,974 $ 850 1.3 % Effective tax rate 28.1 % 28.6 % Three and six months ended June 30, 2026 compared with June 30, 2025. The effective tax rate for the three months ended June 30, 2026 was 21.5%, compared to 27.4% for the same period in 2025. The decrease in the effective tax rate is primarily attributed to a tax benefit recognized in the current period related to the purchase of certain transferrable tax credits, partially offset by tax expense related to stock-based compensation. The decrease in income tax expense of $10.8 million for the three months ended June 30, 2026, when compared to the same period in 2025, was primarily driven by the lower pre-tax income in 2026 and the tax benefit recognized from the purchase of certain transferrable tax credits. The effective tax rate for the six months ended June 30, 2026 was 28.1%, compared to 28.6% for the same period in 2025. The decrease in the effective tax rate is primarily attributed to a tax benefit recognized in the current period related to the purchase of certain transferrable tax credits, partially offset by tax expense related to stock-based compensation. Income tax expense increased by $0.9 million for the six months ended June 30, 2026, when compared to the same period in 2025, primarily due to higher pre-tax income and tax expense related to stock- 30 based compensation, partially offset by the tax benefit recognized from the purchase of certain transferrable tax credits. Operating Practice Groups During the six months ended June 30, 2026, the National Practice practice group was combined with the Financial Service practice group to better align with internal management and reporting structure. As a result of these changes, we now operate with two reportable segments: Financial Services and Benefits and Insurances Services. Financial results of the Financial Service Practice Group for the three and six months ended June 30, 2025, were adjusted to reflect the change in reportable segments. A description of these groups' operating results and factors affecting their businesses is provided below. Same-unit revenue represents total revenue adjusted to reflect comparable periods of activity for acquisitions and divestitures. Divested operations represent operations that did not meet the criteria for treatment as discontinued operations. Financial Services Three Months Ended June 30, 2026 2025 $ Change % Change (Amounts in thousands, except percentages) Revenue Same-unit $ 578,207 $ 581,567 $ (3,360) (0.6) % Acquired businesses 2,117 — 2,117 N/M Total revenue $ 580,324 $ 581,567 $ (1,243) (0.2) % Operating expenses 499,812 494,939 4,873 1.0 % Gross margin / Operating income 80,512 86,628 (6,116) (7.1) % Total other expense, net (115) (26) (89) N/M Income before income tax expense $ 80,397 $ 86,602 $ (6,205) (7.2) % Gross margin percent 13.9 % 14.9 % Six Months Ended June 30, 2026 2025 $ Change % Change (Amounts in thousands, except percentages) Revenue Same-unit $ 1,316,342 $ 1,306,605 $ 9,737 0.7 % Acquired businesses 4,312 — 4,312 N/M Total revenue $ 1,320,654 $ 1,306,605 $ 14,049 1.1 % Operating expenses 1,030,582 1,015,697 14,885 1.5 % Gross margin / Operating income $ 290,072 $ 290,908 (836) (0.3) % Total other (expense) income, net (988) 159 (1,147) N/M Income before income tax expense $ 289,084 $ 291,067 $ (1,983) (0.7) % Gross margin percent 22.0 % 22.3 % Three months ended June 30, 2026 compared to June 30, 2025. Revenue The Financial Services practice group revenue for the three months ended June 30, 2026 decreased by 0.2% to $580.3 million from $581.6 million during the same period in 2025. Same-unit revenue declined by $3.4 million, or 0.6%, primarily driven by those units that provide traditional accounting and tax-related services, which decreased $8.0 million and by those units that provide project based advisory services, which decreased by $1.4 million, The decrease was partially offset by the increase in revenue from the units that provide government healthcare compliance business consulting, which increased by approximately $3.5 million, and the units that provide technology services, which increased by $2.4 million. 31 We provide a range of services to affiliated CPA firms under joint referral and administrative service agreements (“ASAs”). Fees earned under the ASAs are recorded as revenue in the accompanying Condensed Consolidated Statements of Comprehensive Income and were approximately $148.6 million and $164.7 million for the three months ended June 30, 2026 and 2025, respectively. Operating Expenses Operating expenses for the three months ended June 30, 2026 increased by $4.9 million, or 1.0%, as compared to the same period in 2025. The increase is primarily due to increases in direct costs and other discretionary spending. Operating expenses as a percentage of revenue increased slightly to 86.1% for the three months ended June 30, 2026 from 85.1% of revenue for the same period in 2025. Six months ended June 30, 2026 compared to June 30, 2025. Revenue Revenue for the six months ended June 30, 2026 grew by 1.1% to $1,320.7 million from $1,306.6 million during the same period in 2025. Same-unit revenue increased by $9.7 million, or 0.7%, This increase was primarily driven by those units that provide advisory services, which increased by $5.9 million, the units that provide technology services, which increased $2.6, and the units that provide government healthcare compliance business consulting, which increased by approximately $4.0 million. The increase was partially offset by a $2.8 million decrease in traditional accounting and tax services. Fees earned under the ASAs, as described above, were approximately $368.0 million and $398.7 million for the six months ended June 30, 2026 and 2025, respectively. Operating Expenses Operating expenses for the six months ended June 30, 2026 increased by $14.9 million, or 1.5%, as compared to the same period in 2025. Compared to the same period in 2025, facility costs, subscription costs, travel and entertainment costs, and direct costs increased by approximately $2.7 million, $2.2 million, $1.3 million, and $2.1 million, respectively. Operating expense as a percentage of revenue was 78.0% and 77.7% during the six months ended June 30, 2026 and 2025, respectively. Benefits and Insurance Services Three Months Ended June 30, 2026 2025 $ Change % Change (Amounts in thousands, except percentages) Revenue $ 101,882 $ 101,929 $ (47) — % Operating expenses 86,295 84,007 2,288 2.7 % Gross margin / Operating income 15,587 17,922 (2,335) (13.0) % Total other income, net 60 46 14 30.4 % Income before income tax expense $ 15,647 $ 17,968 $ (2,321) (12.9) % Gross margin percent 15.3 % 17.6 % Six Months Ended June 30, 2026 2025 $ Change % Change (Amounts in thousands, except percentages) Revenue $ 210,131 $ 214,905 $ (4,774) (2.2) % Operating expenses 171,529 169,365 2,164 1.3 % Gross margin / Operating income 38,602 45,540 (6,938) (15.2) % Total other income, net 435 373 62 16.6 % Income before income tax expense $ 39,037 $ 45,913 $ (6,876) (15.0) % Gross margin percent 18.4 % 21.2 % 32 Three months ended June 30, 2026 compared to June 30, 2025. Revenue The Benefits and Insurance Services practice group revenue growth was relatively flat at $101.9 million during the three months ended June 30, 2026 as compared to $101.9 million for the same period in 2025. Operating Expenses Operating expenses for the three months ended June 30, 2026 increased by $2.3 million, or 2.7%, when compared to the same period in 2025. The increase was not material, and operating expenses within the Benefits and Insurance practice group remained generally consistent period over period. Operating expenses as a percentage of revenue increased slightly to 84.7% for the quarter ended June 30, 2026 from 82.4% of revenue for the same period in 2025 due to decrease in revenue. Six months ended June 30, 2026 compared to June 30, 2025. Revenue The Benefits and Insurance Services practice group revenue decreased by $4.8 million, or 2.2%, to $210.1 million during the six months ended June 30, 2026 compared to $214.9 million for the same period in 2025. The decrease was primarily driven by a $3.4 million decrease in property and casualty services and $1.2 million from human capital related services. and a $1.8 million decrease in retirement benefit and other services. These decreases were partially offset by a $1.6 million increase in Employee Benefit Services revenue. Operating Expenses Operating expenses for the six months ended June 30, 2026 increased by $2.2 million, or 1.3%, when compared to the same period in 2025. The increase was not material, and operating expenses within the Benefits and Insurance practice group remained generally consistent period over period. Operating expense as a percentage of revenue increased to 81.6% during the six months ended June 30, 2026 as compared to 78.8% of revenue for the same period in 2025 due to decrease in revenue. 33 Corporate and Other Corporate and Other are operating expenses that are not directly allocated to the individual business units. These expenses primarily consist of certain health care costs, gains or losses attributable to assets held in our deferred compensation plan, stock-based compensation, consolidation and integration charges, certain professional fees, certain advertising costs, and other various expenses. Three Months Ended June 30, 2026 2025 $ Change % Change (Amounts in thousands, except percentages) Operating expenses $ 23,661 $ 16,638 $ 7,023 42.2 % Corporate general and administrative expenses 38,366 27,637 10,729 38.8 % Operating loss (62,027) (44,275) (17,752) 40.1 % Total other expense, net (10,331) (2,514) (7,817) 310.9 % Loss before income tax expense $ (72,358) $ (46,789) $ (25,569) 54.6 % Six Months Ended June 30, 2026 2025 $ Change % Change (Amounts in thousands, except percentages) Operating expenses $ 30,219 $ 20,435 $ 9,784 47.9 % Corporate general and administrative expenses 79,877 55,707 24,170 43.4 % Operating loss (110,096) (76,142) (33,954) 44.6 % Total other income (expense), net 20,190 (30,149) 50,339 (167.0) % Loss before income tax expense $ (89,906) $ (106,291) $ 16,385 (15.4) % Three months ended June 30, 2026 compared to June 30, 2025. Total operating expenses increased by $7.0 million during the three months ended June 30, 2026, as compared to the same period in 2025. The non-qualified deferred compensation plan increased operating expenses by $17.1 million for the three months ended June 30, 2026 and increased operating expenses by $11.7 million during the same period in 2025. Excluding the impact of non-qualified deferred compensation plan, Corporate operating expenses increased by $1.6 million during the three months ended June 30, 2026, as compared to the same period in 2025. The increase was primarily driven by $1.4 million higher technology costs, $0.3 million higher depreciation costs, $0.4 million higher travel and entertainment costs, $0.3 million higher marketing costs, offset by $0.5 million decrease in facility related costs, and $0.3 million other discretionary costs. Total corporate G&A expenses increased by $10.7 million, or 38.8%, during the three months ended June 30, 2026, as compared to the same period in 2025. The non-qualified deferred compensation plan increased corporate G&A expenses by $2.3 million for the three months ended June 30, 2026 and increased corporate G&A expenses by $1.5 million during the same period in 2025. Excluding the impact of the non-qualified deferred compensation plan, corporate G&A expense increased by approximately $9.9 million during the three months ended June 30, 2026, as compared to the same period in 2025. The increase was primarily driven by $4.8 million in higher personnel costs, $4.8 million higher professional services costs, $1.4 million higher marketing costs, and $1.4 million higher technology costs, partially offset by $0.5 million decrease in other discretionary costs. The G&A expenses for the three months ended June 30, 2026 and 2025 included approximately $4.5 million and $8.1 million of integration costs primarily associated with the Marcum Transaction. Total other expense, net increased by $7.8 million during the three months ended June 30, 2026, as compared to the same period in 2025. For the three months ended June 30, 2026, total other expense, net included a net gain of $19.4 million associated with the non-qualified deferred compensation plan. For the same period in 2025, total other expense, net included a net gain of $13.2 million associated with the non-qualified deferred compensation plan. Excluding the impact of the non-qualified deferred compensation plan, total other expense, net increased by $14.1 million for the three months ended June 30, 2026 as compared to the same period in 2025. The increase was primarily due to a $7.2 million estimated legal loss recorded in the three months ended June 30, 2026 as compared to a $12.5 million gain from a legal settlement recorded in the same period in 2025, offset by $3.6 million lower interest expense and $2.0 million favorable adjustment to the fair value of contingent consideration related to prior acquisitions. 34 Six months ended June 30, 2026 compared to June 30, 2025. Total operating expenses increased by $9.8 million ,or 47.9%, during the six months ended June 30, 2026, as compared to the same period in 2025. The deferred compensation plan increased operating expenses by $11.7 million for the six months ended June 30, 2026, and increased operating expense by $9.3 million during the same period in 2025. Excluding the deferred compensation expenses, operating expense increased by approximately $5.0 million during the six months ended June 30, 2026, as compared to the same period in 2025, primarily driven by higher personnel costs. Total corporate general and administrative expenses increased by $24.2 million, or 43.4%, during the six months ended June 30, 2026, as compared to the same period in 2025. The deferred compensation plan increased corporate general and administrative expenses by $2.0 million for the six months ended June 30, 2026 and by $1.3 million during the same period in 2025. Excluding the deferred compensation expenses, corporate general and administrative expense increased by approximately $23.5 million during the six months ended June 30, 2026, as compared to the same period in 2025. The increase in G&A expenses was primarily due to approximately $17.2 million of higher personnel costs driven by $10.9 million cumulative impact of the ESPP correction and higher compensation, $2.6 million higher technology costs, $2.0 million higher professional services costs, $0.6 million higher facility costs, and $2.6million higher other discretionary spending to support business growth. The G&A expenses for the six months ended June 30, 2026 and 2025, included approximately $7.6 million and $14.8 million, respectively, of integration costs primarily associated with the Marcum Transaction. Total other income (expense), net increased by $50.3 million during the six months ended June 30, 2026, as compared to the same period in 2025. Total other income (expense), net for the six months ended June 30, 2026 includes a net gain of $16.0 million associated with the deferred compensation plan. For the same period in 2025, total other income (expense), net includes a net gain of $10.6 million associated with the deferred compensation plan. Excluding the impact of the deferred compensation plan, total other income (expense), net increased by $44.9 million for the six months ended June 30, 2026 compared to the same period in 2025. The increase in income was primarily attributed to a $58.0 million gain on acquisition related adjustments as well as $4.8 million lower interest expense. In addition, the other income (expense) included a $7.2 million estimated legal loss recorded in the three months ended June 30, 2026 as compared to a $12.5 million gain from a legal settlement recorded in the same period in 2025. See Note 4, Business Combinations, to the accompanying unaudited condensed consolidated financial statements in the six months ended June 30, 2026 for further detail. LIQUIDITY Our principal sources of liquidity are cash generated from operating activities and financing activities. Our cash flows from operating activities are driven primarily by our operating results and changes in our working capital requirements while our cash flows from financing activities are dependent upon our ability to access credit or other capital. We historically maintain low cash levels and apply any available cash to pay down the outstanding debt balance. We historically experience a use of cash to fund working capital requirements during the first quarter of each fiscal year. This is primarily due to the seasonal nature of the Financial Services practice group's accounting and tax services, as well as payment of accrued employees' incentives programs. Upon completion of the seasonal accounting and tax services period, cash provided by operations during the remaining three quarters of the fiscal year substantially exceeds the use of cash in the first quarter of the fiscal year. We also expect to fund the rescission offer relating to the ESPP from either our existing cash balance or funds from our revolving credit facility. Accounts receivable balances increase in response to the first three months' revenue generated by the Financial Services practice group. A significant amount of this revenue is billed and collected in subsequent quarters. Days sales outstanding (“DSO”) represent accounts receivable and unbilled revenue (net of realization adjustments) at the end of the period, divided by trailing twelve months' daily revenue. We provide DSO data because such data is commonly used as a performance measure by analysts and investors and as a measure of our ability to collect on receivables in a timely manner. Trailing-twelve-month DSO, including the impact of acquisitions, was 89 days and 87 days at June 30, 2026 and 2025, respectively. DSO at December 31, 2025 was 71 days. The following table presents selected cash flow information. For additional details, refer to the accompanying Condensed Consolidated Statements of Cash Flows. 35 Six Months Ended June 30, 2026 2025 (Amounts in thousands) 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) Operating Activities - Cash provided by operating activities was $122.2 million during the six months ended June 30, 2026, primarily consisted of working capital use of $136.9 million, which was offset by net income of $171.4 million and certain non-cash items, such as depreciation and amortization expense of $47.1 million, deferred income tax of $19.7 million, stock-based compensation expense of $15.6 million, bad debt expense of $3.1 million, amortization of deferred financing fees of $2.7 million, and offset by $0.6 million non-cash income primarily due to favorable fair value adjustments to contingent purchase considerations. Cash provided by operating activities was $24.9 million during the six months ended June 30, 2025, primarily consisted of working capital use of $225.1 million, which was offset by net income of $164.7 million and certain non-cash items, such as depreciation and amortization expense of $49.9 million, deferred income tax of $17.1 million, stock-based compensation expense of $12.2 million, and an adjustment to contingent earnout liability of $1.5 million. Investing Activities - Cash used in investing activities during the six months ended June 30, 2026 was $21.5 million and consisted primarily of $14.0 million used for business acquisitions, $11.7 million in capital expenditures and $0.3 million in net client fund investment activity, partially offset by $4.0 million of other investing activities and $6.0 million related to proceeds from the sales and maturities of client fund investments. The net cash flow related to funds held for clients and other activities was immaterial. Cash used in investing activities during the six months ended June 30, 2025 was $12.3 million and consisted primarily of $13.1 million in capital expenditures, and $0.5 million in other investing activities primarily related to acquisition related working capital adjustment payments and notes receivable. The net cash flow related to funds held for clients and other activities were immaterial. The balances in funds held for clients and client fund obligations can fluctuate with the timing of cash receipts and the related cash payments. The nature of these accounts is further described in Note 1, Basis of Presentation and Significant Accounting Policies, to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended. Financing Activities - Cash used in financing activities during the six months ended June 30, 2026 was $158.3 million and consisted of $67.5 million of cash used in share repurchases, of which $7.4 million was used under the ROFR Agreement and $60.1 million were open market purchases. Additionally, $71.4 million was paid to reduce client fund obligations and $18.2 million was paid as contingent consideration payments related to prior acquisitions. The use of cash was partially offset by $1.1 million in net proceeds from borrowings under the 2024 Credit Facilities. Cash used in financing activities during the six months ended June 30, 2025 was $33.2 million and primarily consisted of $79.1 million of cash used in share repurchases, of which $71.3 million was under the ROFR Agreement, a $57.2 million net decrease in client fund obligations and $48.8 million in contingent consideration payments related to prior acquisitions, which was partially offset by $152.8 million in net proceeds from the credit facility. CAPITAL RESOURCES Credit Facilities - At June 30, 2026, we had $1,473.5 million outstanding under the 2024 Credit Facilities as well as $3.2 million of outstanding letters of credit. Available funds under the 2024 Credit Facilities, based on the terms of the commitment, were approximately $418.3 million at June 30, 2026. The weighted average interest rate under the 2024 Credit Facilities was 6.06% during the six months ended June 30, 2026, compared to 6.67% for the same period in 2025. The 2024 Credit Facilities allows for the allocation of funds for future strategic initiatives, including acquisitions and the repurchase of our common stock, subject to the terms and conditions of the 2024 Credit Facilities. Debt Covenant Compliance - Under the 2024 Credit Facilities, we are required to meet certain financial covenants with respect to (i) total leverage ratio and (ii) minimum interest charge coverage ratio. We were in compliance with our financial covenants as of June 30, 2026. Our ability to service our debt and to fund future strategic initiatives will depend upon our ability to generate cash in the future. For further discussion regarding our 2024 Credit Facilities, refer to Note 6, Debt and Financing Arrangements, to the accompanying unaudited condensed consolidated financial statements. 36 Use of Capital - Our overall business objective continues to focus on funding organic growth acceleration and meeting working capital needs. This includes investments in client service delivery and emerging technology that supports revenue growth and improves operational excellence. Following the completion of the Marcum Transaction, our second priority is to pay down debt to have a net leverage ratio of less than 2.5x over time. As a result of the Marcum Transaction and related 2024 Credit Facilities, we have $1,473.5 million of outstanding debt as of June 30, 2026. In addition, we believe that repurchasing shares of our common stock can be prudent use of our financial resources, and that investing in our stock is an attractive use of capital and an efficient means to provide value to our stockholders. We will also remain focused on making strategic acquisitions that allow us to strengthen our presence in existing markets, expand into high growth industries, and broaden our services to our clients. During the six months ended June 30, 2026, we completed two acquisition for approximately $14.0 million. During the six months ended June 30, 2026, we repurchased 0.2 million shares of our common stock at a cost of $7.4 million under the ROFR Agreement and 2.1 million shares of our common stock in the open market for $60.1 million. Additionally, to settle statutory employee withholdings related to vesting of stock awards, we repurchased 0.1 million shares of our common stock at a cost of $2.6 million during the six months ended June 30, 2026. During the six months ended June 30, 2025 we repurchased 1.0 million of our common stock for a cost of $71.3 million under the ROFR Agreement and no share repurchases from the open market. To settle statutory employee withholdings related to vesting of stock awards, we repurchased 0.1 million shares at a cost of $7.8 million during the six months ended June 30, 2025. Cash Requirements - Cash requirements for the remainder of 2026 and beyond will include the repayment of outstanding debt and related interest, share repurchases through both our ROFR Agreement and open market purchases, funding seasonal working capital requirements, making contingent purchase price payments for previous acquisitions, income tax payments, and capital expenditures. We believe that cash provided by operations, as well as available funds under our 2024 Credit Facilities, will be sufficient to meet cash requirements for the remainder of 2026 and beyond. OFF-BALANCE SHEET ARRANGEMENTS We maintain administrative service agreements with independent CPA firms (as described more fully under Item 1. “Business – Financial Services” and in Note 1, Basis of Presentation and Significant Accounting Policies, to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended), which qualify as variable interest entities. The accompanying unaudited condensed consolidated financial statements do not reflect the operations or accounts of variable interest entities as the impact is not material to the financial condition, results of operations, or cash flows of CBIZ. We provide letters of credit to landlords (lessors) of our leased premises in lieu of cash security deposits, which totaled $3.2 million and $3.2 million at June 30, 2026 and December 31, 2025, respectively. In addition, we provide license bonds to various state agencies to meet certain licensing requirements. The amount of license bonds outstanding was $2.1 million and $2.1 million at June 30, 2026 and December 31, 2025, respectively. We have various agreements under which we may be obligated to indemnify the other party with respect to certain matters. Generally, these indemnification clauses are included in contracts arising in the normal course of business under which we customarily agree to hold the other party harmless against losses arising from a breach of representations, warranties, covenants or agreements, related to matters such as title to assets sold and certain tax matters. Payment by us under such indemnification clauses is generally conditioned upon the other party making a claim. Such claims are typically subject to challenge by us and to dispute resolution procedures specified in the particular contract. Further, our obligations under these agreements may be limited in terms of time and/or amount and, in some instances, we may have recourse against third parties for certain payments made by us. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of our obligations and the unique facts of each particular agreement. Historically, we have not made any payments under these agreements that have been material individually or in the aggregate. As of June 30, 2026, we are not aware of any material obligations arising under indemnification agreements that would require payment. CRITICAL ACCOUNTING POLICIES AND ESTIMATES The SEC defines critical accounting policies as those that are most important to the portrayal of a company’s financial condition and results and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. 37 Our discussion and analysis of our results of operations, financial condition and liquidity is based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts of assets and liabilities, revenues and expenses and disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements. As more information becomes known, these estimates and assumptions could change, which would have an impact on actual results that may differ materially from these estimates and judgments under different assumptions. We have not made any changes to our critical accounting policies and estimates as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as amended. As disclosed in Note 14, Goodwill, during the first quarter of 2026, we performed a quantitative assessment of the goodwill associated with our reporting units. Based on the results of the quantitative assessment, we concluded that the estimated fair values of our reporting units immediately after the change in reporting units were in excess of their respective carrying values, and as such, goodwill is not impaired. During the first quarter of 2026, we experienced a decline in the Company's market capitalization. This decline, along with increases in discount rates used in the aforementioned quantitative impairment analysis, reduced the excess of fair value over carrying value of our Financial Accounting Services reporting unit within the Financial Services practice group and of our Property and Casualty reporting unit within our Benefits and Insurance Services practice group as of March 31, 2026. During the second quarter of 2026, the Company's market capitalization improved, and we performed a qualitative assessment of its goodwill and concluded that it was more likely than not the fair values of the Company's reporting units exceeded their respective carrying value, and therefore, goodwill related to the Company's reporting units was determined to not be impaired. It is possible, depending upon a number of factors that are not determinable at this time or within our control, that the fair values of one or more of our reporting units could decrease in the future and result in an impairment to goodwill, including failure to achieve the anticipated benefits of the Marcum Transaction, significant negative industry or economic trends, disruptions to our business, adverse changes resulting from new governmental regulations, negative impact on client list due to loss of customers, impact on client list due to declining revenue of existing customers, or divestitures. Additionally, further declines in our market capitalization may trigger the need for future impairment tests where the conclusions may differ and could result in the recognition of an impairment charge. Further, any significant adverse change in our near or long-term projections or macroeconomic conditions could result in future impairment charges, which could be material. NEW ACCOUNTING PRONOUNCEMENTS Refer to Note 2, New Accounting Pronouncements, to the accompanying unaudited condensed consolidated financial statements for a discussion of recently issued accounting pronouncements. FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q, including, without limitation, our financial position, business strategy, plans and objectives for future performance, and statements about the proposed Merger 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 Quarterly Report on Form 10-Q 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 Merger, 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 Merger may not be completed on the terms or in the time frame expected by CBIZ and Parent, or at all; unexpected costs, charges or expenses resulting from the proposed Merger; uncertainty of the expected financial performance and results of operations of the combined company following completion of the proposed Merger; failure to realize the anticipated benefits of the proposed Merger, including as a result of delay in completing 38 the proposed Merger or integrating the businesses of CBIZ and Parent, 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 Merger; the risk that shareholder litigation in connection with the proposed Merger or other litigation, settlements or investigations may affect the timing or completion of the proposed Merger 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 Parent operate; actions by third parties, including government agencies and rating agencies, relating to the proposed Merger; risks that any debt financing anticipated in connection with the proposed Merger 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 Merger, or other effects of the pendency of the proposed Merger 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 Merger could have adverse effects on the market price of CBIZ’s common stock, credit rating, 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 Merger 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 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 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 the 2024 Credit Facilities could adversely affect our ability to run our business and/or 39 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 Quarterly Report on Form 10-Q 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 (“SEC”). 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 could also adversely affect our operating or financial performance.