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What changed in CBIZ, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of CBIZ, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+289 added−276 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-28)

Top changes in CBIZ, Inc.'s 2025 10-K

289 paragraphs added · 276 removed · 208 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

59 edited+7 added−21 removed32 unchanged
Biggest changeThis award is based entirely on feedback from our team members. • Best Workplaces in Financial Services and Insurance - Fortune • 2024 Best Places to Work in Insurance by Business Insurance Magazine – CBIZ was selected and honored for the tenth consecutive year as a “Best Places to Work in Insurance” based on our commitment to attracting, developing and retaining great talent through employee benefits and other programs.
Biggest changeThis award is based entirely on feedback from our team members. • 2025 Best Places to Work in Insurance by Business Insurance Magazine – CBIZ was selected and honored for the eleventh consecutive year as a “Best Places to Work in Insurance” based on our commitment to fostering an exceptional workplace culture where our people feel valued and empowered. • 2025 Best and Brightest Companies to Work for in the Nation - National Association of Business Resources – For the tenth year in a row, CBIZ was honored as a “Best and Brightest Company” based on our commitment to our people, values, and culture.
Most of the members and/or stockholders of those CPA firms are also our employees, and we render services to the CPA firms as an independent contractor. One of our ASAs is with CBIZ CPAs, formerly known as Mayer Hoffman McCann, P.C., an independent national CPA firm headquartered in New York, NY.
Most of the members and/or stockholders of those CPA firms are also our employees, and we render services to the CPA firms as an independent contractor. One of our ASAs is with CBIZ CPAs, P.C. ("CBIZ CPAs"), formerly known as Mayer Hoffman McCann, P.C., an independent national CPA firm headquartered in New York, NY.
Given the policies set by us on our relationships with SEC-reporting attest clients of associated CPA firms, and the limited number and size of such clients, the Sarbanes-Oxley Act of 2002 independence limitations do not, and are not expected to, materially affect our financial position and results of operation.
Given the policies set by us on our relationships with SEC-reporting attest clients of associated CPA firms, and the limited number and size of such clients, the Sarbanes-Oxley Act independence limitations do not, and are not expected to, materially affect our financial position and results of operation.
Before joining CBIZ, Mr. Kouzelos was associated with the international accounting firm of KPMG LLP from 1990 to September 1996. Other Key Employees: John A. Fleischer has served as Senior Vice President and Chief Information Officer of CBIZ since August 2014. Before joining CBIZ, Mr.
Before joining CBIZ, Mr. Kouzelos was associated with the international accounting firm of KPMG LLP from 1990 to September 1996. Other Key Employees: John A. Fleischer has served as Senior Vice President and Chief Information Officer ("CIO") of CBIZ since August 2014. Before joining CBIZ, Mr.
Our approach includes a comprehensive framework of technical and skills training, professional and leadership development, experiential learning, coaching, mentoring and specialized programs at every step in a team member's career. These opportunities are offered through in-person, virtual and on-demand programs.
Our approach includes a comprehensive framework of technical and industry skills training, professional and leadership development, experiential learning, coaching, mentoring and specialized programs at every step in a team member's career. These opportunities are offered through in-person, virtual and on-demand programs.
Nevertheless, economic conditions among select clients and groups of clients may have an impact on the demand for the services that we provide. Regulation Our operations are subject to regulation by federal, state, local and professional governing bodies.
Nevertheless, economic conditions among select clients and groups of clients may have an impact on the demand for the services that we provide. Regulation Our operations are subject to regulation by federal, state, and professional governing bodies.
The aggregate compensation related to these arrangements received during the years ended December 31, 2024, 2023 and 2022 was approximately 1% of consolidated CBIZ revenue for the respective periods. National Practices Our National Practices group provides managed networking and hardware services to a single client based on a cost-plus contract which expires on December 31, 2028.
The aggregate compensation related to these arrangements received during the years ended December 31, 2025, 2024 and 2023 was approximately 1% of consolidated CBIZ revenue for the respective periods. National Practices Our National Practices group provides managed networking and hardware services to a single client based on a cost-plus contract which expires on December 31, 2028.
We have been serving this client in the United States and Canada for more than 20 years. Revenue Revenue by practice group for the years ended December 31, 2024, 2023 and 2022 is provided in the table below (in thousands) along with a discussion of certain external relationships and regulatory factors that currently impact those segments.
We have been serving this client in the United States and Canada for more than 20 years. Revenue Revenue by practice group for the years ended December 31, 2025, 2024 and 2023 is provided in the table below (in thousands) along with a discussion of certain external relationships and regulatory factors that currently impact those segments.
Financial Services Benefits and Insurance Services National Practices Accounting and Tax Employee Benefits Consulting Information Technology Managed Networking and Hardware Services Financial Advisory Payroll / Human Capital Management National Technology Property and Casualty Insurance Government Health Care Consulting Retirement and Investment Services Financial Services The table below is a summary of examples of services provided through our Financial Services Practice Group: 6 Table of Contents Service Lines Examples of Services Offered Accounting and Tax • Traditional accounting • Transaction services • Tax compliance • Tax consulting • State and local tax Financial Advisory • Transaction advisory • Risk advisory • Forensic consulting & litigation • Financial accounting & advisory • Valuation National Technology • Cloud & infrastructure solutions • Cybersecurity, GRC & DFIR services • Enterprise performance & technology • Strategic IT consulting Government Health Care Consulting • Government health care compliance • Government health care consulting The leader for each service line reports to the President of the Financial Services Practice Group.
Financial Services Benefits and Insurance Services National Practices Accounting and Tax Employee Benefits Consulting Information Technology Managed Networking and Hardware Services Financial Advisory Payroll / Human Capital Management National Technology Property and Casualty Insurance Government Health Care Consulting Retirement and Investment Services 6 Table of Contents Financial Services The table below is a summary of examples of services provided through our Financial Services Practice Group: Service Lines Examples of Services Offered Accounting and Tax • Traditional accounting • Transaction services • Tax compliance • Tax consulting • State and local tax Financial Advisory • Transaction advisory • Risk advisory • Forensic consulting & litigation • Financial accounting & advisory • Valuation National Technology • Cloud & infrastructure solutions • Cybersecurity, GRC & DFIR services • Enterprise performance & technology • Strategic IT consulting Government Health Care Consulting • Government health care compliance • Government health care consulting The leaders for each service line report to the President of the Financial Services Practice Group.
Like most professional service companies, a large portion of our operating costs are relatively fixed in the short term, which generally results in higher operating margins in the first half of the year. Competition The professional business service industry is highly fragmented and competitive.
Like most professional service companies, a large portion of our operating costs are relatively fixed in the short term, which generally results in higher operating margins in the first half of the year. Competition The professional services industry is highly fragmented and competitive.
Under these ASAs, we provide a range of services to the CPA firms, including (but not limited to): administrative functions such as office management, bookkeeping and accounting; preparing marketing and promotional materials; and providing office space, computer equipment, systems support and administrative and professional staff. Services are performed in exchange for a fee.
Under the ASAs, we provide a range of services to the CPA firms, including (but not limited to): administrative functions such as office management, bookkeeping and accounting; preparation of marketing and promotional materials; and providing office space, computer equipment, systems support and administrative and professional staff. Services are performed in exchange for a fee.
Before joining CBIZ, Mr. Morelli was a partner at the law firm of Ulmer Berne LLP. While at Ulmer Berne, Mr. Morelli concentrated his practice in the area of business and employment disputes. Elizabeth A. Newman has served as Senior Vice President and Chief Human Resources Officer of CBIZ since December 2022. Ms.
Before joining CBIZ, Mr. Morelli was a partner at the law firm of Ulmer Berne LLP. While at Ulmer Berne, Mr. Morelli concentrated his practice in the area of business and employment disputes. 13 Table of Contents Elizabeth Newman has served as Senior Vice President and Chief Human Resources Officer of CBIZ since December 2022. Ms.
Human Capital 10 Table of Contents Human capital is our most important asset as a professional services provider as the expertise, experience and human intelligence of our team members directly drives our services and solutions. The ability to attract, develop, and retain top talent is essential for bringing value to our clients, fostering innovation and building meaningful client relationships.
Human Capital Human capital is our most important asset as a professional services provider as the expertise, experience and human intelligence of our team members directly drives our services and solutions. The ability to attract, develop, and retain top talent is essential for bringing value to our clients, fostering innovation and building meaningful client relationships.
Accordingly, we do not hold any financial interest in an SEC-reporting attest client of an associated CPA firm, enter into any business relationship with an SEC-reporting attest client that the CPA firm performing an audit could not maintain, or provide any non-audit services to an SEC-reporting attest client that the CPA firm performing an audit could not provide, under the auditor independence limitations set out in the Sarbanes- 9 Table of Contents Oxley Act of 2002 and other professional accountancy independence standards.
Accordingly, we do not hold any financial interest in an SEC-reporting attest client of an associated CPA firm, enter into any business relationship with an SEC-reporting attest client that the CPA firm performing an audit could not maintain, or provide any non-audit services to an SEC-reporting attest client that the CPA firm performing an audit could not provide, under the auditor independence limitations set out in the Sarbanes-Oxley Act and other professional accountancy independence standards.
We compete with global, national, and local professional service firms, such as accounting and tax firms, consulting firms, insurance brokers, and payroll advisors. Unlike many competitors focusing on single-service offerings, we provide multi-disciplinary, actionable solutions designed to deliver forward-thinking insights and drive growth, eliminating a client's need to coordinate between multiple service providers.
We compete with global, national, and local professional service firms, such as accounting and tax firms, consulting firms, insurance brokers, and payroll advisors. Unlike many competitors focusing on single-service offerings, we provide multi-disciplinary, actionable 10 Table of Contents solutions designed to deliver forward-thinking insights and drive growth, eliminating a client's need to coordinate between multiple service providers.
ITEM 1. BUSINESS Overview CBIZ, Inc. (NYSE: CBZ) is a leading professional services advisor to middle-market businesses and organizations nationwide. With industry knowledge and expertise in accounting, tax, advisory, benefits, insurance, and technology, CBIZ delivers forward-thinking insights and actionable solutions to help clients anticipate what is next and discover new ways to accelerate growth.
ITEM 1. BUSINESS Overview 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.
Mirandola has more than 24 years of diversified B2B marketing and communications experience across technology, industrials and diversified professional services. She began her career with the U.S. House of Representatives in Washington, D.C. before serving as deputy press secretary and field director for a U.S. Senate campaign in California.
Mirandola has more than 25 years of diversified B2B marketing and communications experience across technology, industrials and diversified professional services. She began her career with the U.S. House of Representatives in Washington, D.C. before serving as deputy press secretary and field director for a U.S. Senate campaign in California. After the campaign, Ms.
Fees earned by us under the ASAs are recorded as revenue in the accompanying Consolidated Statements of Comprehensive Income and totaled approximately $306.5 million, $259.6 million and $235.4 million for the years ended December 31, 2024, 2023 and 2022, respectively, a majority of which is related to services rendered to privately-held clients and governmental agencies.
Fees earned by us under the ASAs are recorded as revenue in the accompanying Consolidated Statements of Comprehensive Income and totaled approximately $651.2 million, $306.5 million and $259.6 million for the years ended December 31, 2025, 2024 and 2023, respectively, a majority of which is related to services rendered to privately-held clients and governmental agencies.
Mirandola served as Chief Marketing Officer, Growth Marketing at Aon, a global profession services firm, where she also served in a variety of other roles, including Vice President, Global External Communications; Vice President, Global Content & Digital Marketing; and Global Head of Field Marketing & Communications. Ms.
Mirandola served as Chief Marketing Officer, Growth Marketing at Aon, a global professional service firm, where she also served in a variety of other roles, including Vice President, Global External Communications; Vice President, Global Content & Digital Marketing; and Global Head of Field Marketing & Communications. Ms.
With respect to CPA firm clients that are required to file audited financial statements with the SEC, the SEC staff views us and the CPA firms with which we maintain ASAs as a single entity in applying independence rules established by the SEC.
With respect to CPA firm clients that are required to file audited financial statements with the SEC, the SEC staff views us as an associated entity of the CPA firms with which we maintain ASAs in applying independence rules established by the SEC.
In addition to our focus on experienced hiring, we are building a strong talent pipeline for the future through targeted campus recruiting, a robust internship program, and engagement opportunities to enable students and early career professionals to experience the numerous career opportunities we offer. We strive to be our team members’ employer of choice.
In addition to our focus on experienced hiring, we are building a strong talent pipeline for the future through targeted campus recruiting, a robust internship program, and engagement opportunities to enable students and early career professionals to experience the numerous career opportunities we offer.
No arrangement or understanding exists between any executive officer of CBIZ and any other person pursuant to which he or she was selected as an officer. There is no family relationship between any executive officer or director of CBIZ. Name Age Position(s) Executive Officers and Directors: Jerome P. Grisko, Jr. 63 President & Chief Executive Officer, Director Ware H.
No arrangement or understanding exists between any executive officer of CBIZ and any other person pursuant to which he or she was selected as an officer. There is no family relationship between any executive officer or director of CBIZ. Name Age Position(s) Executive Officers and Directors: Jerome P.
Information about our Executive Officers and Key Employees The following table sets forth certain information regarding the executive officers and certain key employees of CBIZ, as of February 28, 2025.
Information about our Executive Officers and Key Employees The following table sets forth certain information regarding the executive officers and certain key employees of CBIZ, as of February 26, 2026.
CBIZ pursues highly regarded organizations that help the Company enter attractive geographic markets, strengthen its presence in an existing market, add services or deepen expertise for existing offerings, expand into higher growth industries, and access top talent.
A key component of the Company’s strategy is growth by acquisition. CBIZ pursues highly regarded organizations that help the Company enter attractive geographic markets, strengthen its presence in an existing market, add services or deepen expertise for existing offerings, expand into higher growth industries, and access top talent.
Newman joined CBIZ in 2019 as Chief of Staff to the Chief Executive Officer. Before joining CBIZ, Ms. Newman was the President and CEO of a large, regional health care organization serving Northeast Ohio. Ms.
Newman joined CBIZ in 2019 as Chief of Staff to the Chief Executive Officer. Before joining CBIZ, Ms. Newman was the President and Chief Executive Officer of The Centers, a multi-service, health care organization serving Northeast Ohio. Prior to that, Ms.
Benefits and Insurance Services The table below is a summary of examples of services provided through our Benefit and Insurance Services Practice Group: 7 Table of Contents Service Lines Examples of Services Offered Employee Benefit Consulting • Benefit consulting • Benefit administration • Actuarial services Payroll / Human Capital Management • Payroll services • Total rewards data analytics • Full HCM solution • Talent and compensation consulting Property and Casualty Insurance • Property and casualty insurance brokerage • Risk management services • Program and specialty insurance brokerage • Individual insurance brokerage Retirement and Investment Services • Retirement plan consulting • Retirement plan administration • Retirement investment services • Actuarial services The leader for each service line reports to the President of Benefits and Insurance Services practice group.
Refer to Note 1, Basis of Presentation and Significant Accounting Policies, to the accompanying consolidated financial statements for further discussion. 7 Table of Contents Benefits and Insurance Services The table below is a summary of examples of services provided through our Benefit and Insurance Services Practice Group: Service Lines Examples of Services Offered Employee Benefit Consulting • Benefit consulting • Benefit administration • Actuarial services Payroll / Human Capital Management • Payroll services • Total rewards data analytics • Full HCM solution • Talent and compensation consulting Property and Casualty Insurance • Property and casualty insurance brokerage • Risk management services • Program and specialty insurance brokerage • Individual insurance brokerage Retirement and Investment Services • Retirement plan consulting • Retirement plan administration • Retirement investment services • Actuarial services The leaders for each service line report to the President of Benefits and Insurance Services practice group.
We pursue acquisitions to enter attractive geographic markets, strengthen our presence in an existing market, add services or deepen our expertise for our existing offerings, expand into higher growth industries and service niches and access top talent.
Since our founding, we have pursued growth through strategic acquisitions. We pursue acquisitions to enter attractive geographic markets, strengthen our presence in existing markets, add services expertise within existing offerings, expand into higher growth industries and service niches and access top talent.
As such, we maintain joint-referral relationships and administrative service agreements (“ASAs”) with independent licensed Certified Public Accounting (“CPA”) firms (the “CPA firms”) under which audit and attest services may be provided to our clients by such CPA firms. At December 31, 2024, we maintained ASAs with four CPA firms.
Accordingly, we maintain joint-referral relationships and administrative service agreements (each, an “ASA”, and collectively, the "ASAs") with independent licensed Certified Public Accounting firms (each, a "CPA firm", and collectively, the “CPA firms”) pursuant to which audit and attest services may be provided by such CPA firms. At December 31, 2025, we maintained ASAs with four CPA firms.
Grisko served as Vice President, Mergers & Acquisitions from September 1998 through November 1998, as Senior Vice President, Mergers & Acquisitions and Legal Affairs from December 1998 through January 2000, and as President and Chief Operating Officer from February 2000 through February 2016. Ware H.
Grisko served as Vice President, Mergers & Acquisitions from September 1998 through November 1998, as Senior Vice President, Mergers & Acquisitions and Legal Affairs from December 1998 through January 2000, and as President and Chief Operating Officer from February 2000 through February 2016. Brad Lakhia has served as Chief Financial Officer of CBIZ since March 2025.
As a leading national provider of professional services to middle market businesses, we provide a breadth of services and depth of expertise by most competitors. We combine these service offerings with a strong commitment to exceptional client service and building meaningful client relationships. • Cross-serving provides us with the opportunity to offer and deliver multiple services to our existing clients.
As a leading national provider of professional services to middle-market businesses, we offer a breadth of services and depth of expertise that helps differentiate us from our competitors. We combine these offerings with a strong commitment to exceptional client service and a focus on building long-term client relationships to attract new clients. • Cross-serving .
We are subject to certain privacy and information security laws and regulations, including, but not limited to those under the Health Insurance Portability and Accountability Act of 1996, Financial Modernization Act of 1999 (the Gramm-Leach-Bliley Act), the Health Information Technology for Economic and Clinical Health Act, and other provisions of federal and state laws which may restrict our operations and give rise to expenses related to compliance.
We are subject to certain privacy and information security laws and regulations, including, but not limited to those under the Health Insurance Portability and Accountability Act of 1996, Financial Modernization Act of 1999, the Health Information Technology for Economic and Clinical Health Act, and other provisions of federal and state laws which may restrict our operations and give rise to expenses related to compliance. 9 Table of Contents As a public company, we are subject to the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act") including the provisions intended to reform the oversight of public company auditing, improve the quality and transparency of financial reporting by those companies and strengthen the independence of auditors.
In 2024, we completed five business acquisitions. From time to time, we divest, through sale or closure, business operations that do not contribute to our long-term objectives for growth or are not critical to our service offerings or markets.
In 2025, we completed one business acquisition in the fourth quarter that is immaterial to the consolidated financial statements. From time to time, we also divest, through sale or closure, business operations that do not contribute to our long-term growth objectives or are not critical to our service offerings or markets.
Newman had more than 20 years of leadership experience spanning the private, public and non-profit sectors including leading organizational transformation, human capital and operational excellence client engagements with the international accounting firm of KPMG LLP. Peter Scavuzzo has served as Senior Vice President, Chief Strategy Officer and National Leader of Technology since November 2024. Mr.
Newman was associated with the international accounting firm of KPMG where she led organizational transformation, human capital and operational excellence client engagements. Peter Scavuzzo has served as Senior Vice President, Chief Strategy Officer and National Leader of Technology since November 2024. Mr.
Restrictions imposed by independence requirements and state accountancy laws and regulations preclude us from rendering audit and attest services (other than internal audit services).
Independence restrictions and state accountancy laws and regulations preclude us from rendering audit and attest services. Internal audit services are not attest services and are performed for clients by CBIZ.
She then spent eight years at General Electric, advancing through various communications leadership positions across the Industrial, Energy, and Oil & Gas sectors. 13 Table of Contents Matt Morelli currently serves as Senior Vice President – Corporate Development of CBIZ, a role he has fulfilled since 2018. Mr.
Mirandola joined Oracle, where she held roles in global communications and customer marketing. She then spent eight years at General Electric, advancing through various communications leadership positions across the Industrial, Energy, and Oil & Gas sectors. Matthew Morelli has served as Senior Vice President, Corporate Development of CBIZ, since 2018. Mr.
Business Strategy Since the Company’s founding in 1996, CBIZ has been committed to building an organization that offers unparalleled services and expertise across its industries, addressing its clients' most critical, time-sensitive needs while delivering forward-thinking solutions based on innovative Company insights. A key component of the Company’s strategy is growth by acquisition.
CBIZ has more than 9,500 team members across more than 140 locations in 23 major markets coast to coast. Business Strategy Since the Company’s founding in 1996, CBIZ has been committed to building an organization that offers unparalleled services and expertise across its industries, addressing its clients' most critical, time-sensitive needs while delivering forward-thinking solutions and actionable insights.
Fleischer held CIO roles at TTT Holdings (a Talisman Capital Partners company), Ferro Corporation, The Goodyear Tire & Rubber Company, and T-Systems. Prior to these roles, he held senior IT roles at Volkswagen and Federal-Mogul Corporation. While at T-Systems, Mr. Fleischer also ran the U.S. consulting practice, which provided IT services to clients in a variety of industries.
Fleischer held CIO roles at TTT Holdings (a Talisman Capital Partners company), Ferro Corporation, Goodyear, and T-Systems. Prior to these roles, he held senior IT roles at Volkswagen and Federal-Mogul Corporation.
Grove 74 Senior Vice President and Chief Financial Officer Chris Spurio 59 President, Financial Services Michael P. Kouzelos 56 President, Benefits and Insurance Services Other Key Employees: John A. Fleischer 63 Senior Vice President and Chief Information Officer Jaileah X.
Grisko, Jr. 64 President and Chief Executive Officer, Director Brad Lakhia 53 Chief Financial Officer Michael P. Kouzelos 57 President, Benefits and Insurance Services Other Key Employees: John A. Fleischer 64 Senior Vice President, Chief Information Officer Jaileah X.
Available Information Our principal executive office is at 5959 Rockside Woods Blvd. N., Suite 600, Independence, Ohio 44131, and our telephone number is (216) 447-9000. Our website is located at https://www.cbiz.com .
Scavuzzo has more than 28 years of business and technology experience across a diversified industry portfolio with a specialty in professional services, manufacturing and higher education. Available Information Our principal executive office is at 5959 Rockside Woods Blvd. N., Suite 600, Independence, Ohio 44131, and our telephone number is (216) 447-9000. Our website is located at https://www.cbiz.com .
Using clear criteria, we seek to identify, cultivate and pursue acquisitions of the most highly regarded, best in class financial, insurance, and advisory firms that demonstrate a desire for a greater national platform and enhanced client service capabilities, possess strong leadership, positive market reputation, cultural fit, commitment to exceptional client service, and a client base with cross-serving potential.
Guided by defined criteria, we identify and pursue highly regarded, best-in-class financial, insurance, and advisory firms that desire a greater national platform and enhanced client service capabilities. Our target companies exhibit strong leadership, maintain a positive market reputation, align culturally to CBIZ's values, commit to exceptional client service, and have a client base with cross-serving potential.
In 2024, CBIZ was certified as a Great Place to Work® for the ninth consecutive year and has been honored with numerous workplace awards based on feedback gathered directly from our team members.
Most recently, we have increased our investment in meaningful recognition programs to ensure our team members feel valued for their contributions to our growth and success and aligned to our core values. 11 Table of Contents In 2025, CBIZ was certified as a Great Place to Work® for the tenth consecutive year and has been honored with numerous workplace awards based on feedback gathered directly from our team members.
Business Services - We deliver our services through the following three practice groups: Financial Services, Benefits and Insurance Services, and National Practices. A general description of the services provided by each practice group is presented in the table below.
A general description of the services provided by each practice group is presented in the table below.
Through annual engagement surveys, comprehensive internal communication, and community-building opportunities like our employee resource groups, we use direct feedback to refine and enhance our strategies and offerings. Most recently, we have increased our investment in meaningful recognition programs to ensure our team members feel valued for their contributions to our growth and success and aligned to our core values.
Through annual engagement surveys, comprehensive internal communication, and community-building opportunities like our employee resource groups, we use direct feedback to refine and enhance our strategies and offerings.
In 2024, CBIZ was awarded 106 workplace awards, including the following: • 2024 USA Today Top Workplaces 11 Table of Contents • America's Most Recommended Tax and Accounting Firms - USA Today • America's Best Mid-Size Companies - Time • Top 100 Firms - Accounting Today • 2024 Top Workplaces Financial Services by Energage – This award celebrates nationally recognized Financial Services companies that make the world a better place to work together by prioritizing a people-centered culture and giving employees a voice.
In 2025, CBIZ was awarded 120 workplace awards, including the following: • 2025 VAR Top 100 - Accounting Today • 2025 Top 100 and Fastest Growing Firms - Inside Public Accounting • 2025 Top Workplaces - Cultural Excellence by Energage with recognition in the following cultural categories: compensation and benefits, innovation, leadership, purpose and values, and work-life flexibility. • 2025 Healthiest 100 Workplaces in America - Healthiest Employers • 2025 Top Workplaces Financial Services by Energage – This award celebrates nationally recognized Financial Services companies that make the world a better place to work together by prioritizing a people-centered culture and giving employees a voice.
Grisko was appointed to the CBIZ Board in November 2015. Mr. Grisko joined CBIZ in September 1998. Mr.
Grisko, Jr . has served as President and Chief Executive Officer of CBIZ since March 2016. Mr. Grisko was appointed to the CBIZ Board in November 2015. Mr. Grisko joined CBIZ in September 1998. Mr.
As of December 31, 2024, we are in compliance with all governmental and professional organizations regulations relevant to the services we provide. Liability Insurance We carry insurance policies, including those for commercial general liability, automobile liability, property, crime, professional liability, directors’ and officers’ liability, fiduciary liability, cyber liability, employment practices liability and workers' compensation, subject to prescribed state mandates.
Refer to Note 1, Basis of Presentation and Significant Accounting Policies, to the accompanying consolidated financial statements for further discussion. Liability Insurance We carry insurance policies, including those for commercial general liability, automobile liability, property, crime, professional liability, directors’ and officers’ liability, fiduciary liability, cyber liability, employment practices liability and workers' compensation, subject to prescribed state mandates.
We have determined that because we may bear certain economic risks through our relationships with CPA firms with whom we maintain ASAs, the CPA firms qualify as variable interest entities ("VIEs"), and we are the primary beneficiary of the VIEs. Refer to Note 1, Basis of Presentation and Significant Accounting Policies, to the accompanying consolidated financial statements for further discussion.
We have determined that, because we have economic exposure to both obligations regarding losses and to rights to receive benefits through our relationships with CPA firms with whom we maintain ASAs, the CPA firms qualify as variable interest entities ("VIEs"), and we are the primary beneficiary of the VIEs.
Year End December 31, 2024 % 2023 % 2022 % Financial Services $ 1,362,539 75.1 % $ 1,160,686 73.0 % $ 1,010,068 71.5 % Benefits and Insurance Services 401,048 22.1 % 382,605 24.0 % 358,007 25.4 % National Practices 49,885 2.8 % 47,903 3.0 % 43,904 3.1 % Total CBIZ revenue $ 1,813,472 100.0 % $ 1,591,194 100.0 % $ 1,411,979 100.0 % Our revenue growth model includes three components: internal organic growth, cross-serving additional services to our existing clients, and strategic acquisitions. • We capitalize on organic growth opportunities by creating value for our clients to help them achieve their goals, take advantage of their greatest opportunities or address their biggest challenges.
Year End December 31, 2025 % 2024 % 2023 % Financial Services $ 2,301,462 83.4 % $ 1,362,539 75.1 % $ 1,160,686 73.0 % Benefits and Insurance Services 409,633 14.9 % 401,048 22.1 % 382,605 24.0 % National Practices 46,896 1.7 % 49,885 2.8 % 47,903 3.0 % Total CBIZ revenue $ 2,757,991 100.0 % $ 1,813,472 100.0 % $ 1,591,194 100.0 % Our revenue growth model includes both organic and inorganic components: recurring revenue with high client retention, new client wins, cross-serving additional services to our existing clients, and inorganic strategic acquisitions. • Recurring Revenue with High Client Retention .
Our team consistently and fairly utilizes best practices and various recruiting tools to source top talent. CBIZ recruiters cultivate relationships to establish strong networks of candidates, and are full life-cycle recruiters who stay with their candidates from first contact through their first 60 days as a CBIZ team member.
Our team consistently and fairly utilizes best practices and various recruiting tools to source top talent. CBIZ recruiters cultivate relationships to establish strong networks of candidates, and are full life-cycle recruiters. Our recruitment team sources candidates through proactive research across multiple channels including professional associations, career websites, community organizations and social media networks, as well as schools, universities and institutions.
Our largest client generated approximately 2.3% of our consolidated revenue in 2024 and is included in the National Practices group. Management believes that the diversity of our client base helps insulate us from a downturn in a particular industry or geographic market.
Our largest client, which is served by the National Practices group, generated approximately 1.7% of our consolidated revenue in 2025. Management believes that the diversity of our client base helps mitigate the impact of adverse economic conditions affecting any single industry or geographic market.
We offer competitive compensation, comprehensive benefits and performance-based incentive programs. We pride ourselves on a supportive and collaborative culture that encourages personal and professional growth, innovation, and a sense of belonging for all our team members. Our centralized recruitment team aligns to our businesses, service lines and geographies.
We offer competitive compensation, comprehensive benefits and performance-based incentive programs designed to attract and retain team members. We maintain initiatives intended to support our team members' professional growth, and encourage collaboration and workplace inclusion. Our centralized recruitment team aligns to our businesses, service lines and geographies.
We also have an ASA with Myers and Stauffer LC (“MSLC”), an independent national governmental health care consulting firm headquartered in Kansas City, Missouri. MSLC has 20 equity members, all of whom are also our team members. MSLC maintains a five-member executive committee, none of whom hold senior officer positions at CBIZ.
Our association with CBIZ CPAs provides clients the access to the multi-state resources and expertise of a national CPA firm. We also have an ASA with Myers and Stauffer LC (“MSLC”), an independent national governmental health care consulting CPA firm headquartered in Kansas City, Missouri.
CBIZ CPAs has 471 stockholders as of December 31, 2024. CBIZ CPAs maintains a nine member Board of Directors. There are no board members of CBIZ CPAs who hold senior officer positions at CBIZ. Our association with CBIZ CPAs offers clients access to the multi-state resources and expertise of a national CPA firm.
CBIZ CPAs has 421 stockholders as of December 31, 2025. CBIZ CPAs maintains an eleven member Board of Directors. There are no board members of CBIZ CPAs who hold senior officer positions at CBIZ and none of the senior leaders of the Financial Services Divisions are shareholders in CBIZ CPAs.
Our success and continued growth depend on a highly skilled and agile workforce to provide multi-disciplinary and technology-enabled solutions that respond to the complexity and uncertainty of today’s business environment. Our team members share a commitment to exceptional client service coupled with deep industry knowledge and the ability to leverage data to produce actionable insights.
Our success and continued growth depend on a highly skilled and future ready workforce to provide multi-disciplinary and technology-enabled solutions that respond to the complexity and uncertainty of today’s business environment. With more than 9,500 team members nationwide, we prioritize our culture and invest in continuous learning, leadership development, and operational excellence to sustain our long-term growth.
Our recruitment team sources candidates through proactive research across multiple channels including professional associations, career websites, community organizations and social media networks, as well as schools, universities and institutions. As our team members are our best ambassadors, we also leverage employee referrals as another essential component of our recruitment strategy.
As our team members are our best ambassadors, we also leverage employee referrals as another essential component of our recruitment strategy.
CBIZ’s people are its key differentiator and competitive advantage. Our team members are committed to our clients’ success and take pride in their deep and longstanding relationships. They provide national resources, expertise, and technical depth through local delivery and support.
The Company has completed acquisitions of organizations seeking a broader national platform and enhanced client service capabilities, possess strong leadership, and demonstrate a cultural fit. CBIZ’s people are its key differentiator and competitive advantage. Our team members are committed to our clients’ success and take pride in their deep and longstanding client relationships.
Newman 47 Senior Vice President, Chief Administrative Officer and Chief Human Resources Officer Peter Scavuzzo 48 Senior Vice President, Chief Strategy Officer and National Leader of Technology Ronald Storch 58 Senior Vice President, Chief Business Officer 12 Table of Contents Jerome P. Grisko, Jr . has served as President and Chief Executive Officer of CBIZ since March 2016. Mr.
Huddleston 48 Senior Vice President, Chief Legal Officer and Corporate Secretary Donna Mirandola 48 Senior Vice President, Chief Marketing Officer Matthew Morelli 56 Senior Vice President, Corporate Development Elizabeth Newman 48 Senior Vice President, Chief Human Resources Officer Peter Scavuzzo 49 Senior Vice President, Chief Strategy Officer and National Leader of Technology 12 Table of Contents Jerome P.
In 2024, we sold CBIZ KA Consulting Services, LLC, which was a component of our National Practice group, and one business unit in the Financial Services practice group. For further discussion regarding acquisitions, refer to Note 2, Business Combinations, to the accompanying consolidated financial statements.
For further discussion regarding acquisitions, refer to Note 2, Business Combinations, to the accompanying consolidated financial statements. Clients We provide multi-disciplinary professional services and comprehensive solutions to a broad and diversified client base across the United States. Our clients range in size from small and middle-market business to larger enterprises and organizations.
The ASAs have remaining terms ranging up to 50 years, are renewable upon agreement by both parties, and have certain rights of extension and termination.
At December 31, 2025, MSLC has 43 equity members, all of whom are also our employees. MSLC maintains a five-member executive committee, none of whom hold senior officer positions at CBIZ. The ASAs have remaining terms ranging up to 49 years, are renewable upon mutual agreement of the parties, and contain rights of extension and termination.
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CBIZ remains one of the country's largest accounting, insurance, brokerage, and advisory providers. Following the acquisition of Marcum LLP in 2024 (the "Transaction"), CBIZ has grown to a team of more than 10,000 team members across more than 160 locations in 22 major markets coast to coast.
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They combine the scale of national resources with local delivery to provide clients with specialized expertise and technical depth. CBIZ continues to cultivate a culture designed to attract, develop, and retain top talent in support of long-term growth.
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The Company has a long history and proven track record of integrating organizations that seek a more significant national platform and enhanced client service capabilities, possess strong leadership, and represent a cultural fit. In July 2024, CBIZ announced the acquisition of Marcum representing the largest transaction in the Company’s history.
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CBIZ continues to be recognized as an employer of choice and in 2025, received 120 workplace awards from local, national, and industry publications, associations, and organizations. Business Services We deliver our services through the following three practice groups: Financial Services, Benefits and Insurance Services, and National Practices.
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That acquisition closed in November 2024, augmenting the Company’s breadth of services and depth of expertise, making the combined entity the largest professional services provider of its kind in the U.S. With industry knowledge and expertise in accounting, tax, advisory, benefits, insurance, and technology, CBIZ is now able to deliver even more insights and actionable solutions to clients.
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A significant portion of our revenue is recurring in nature, reflecting the essential services we provide to our clients on an ongoing basis. We maintain 8 Table of Contents strong client relations which drives high retention by consistently creating value and helping clients achieve their goals, take advantage of opportunities, and address critical challenges. • New client wins.
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CBIZ continues to focus on creating a culture that helps it attract and retain top talent and on being an employer of choice. It has received national recognition for doing just that. In 2024, the Company received a record 106 workplace awards from local, national, and industry publications and organizations.
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Cross-serving enables us to offer and deliver multiple services to existing clients. Our professionals identify cross-serving opportunities and, through internal coordination across business service lines, we provide more comprehensive solutions that leverage our diverse and integrated capabilities. Serving as our clients’ preferred partner allows us to respond to evolving needs with tailored, multi-disciplinary services. • Strategic Acquisitions .
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Refer to Note 1, Basis of Presentation and Significant Accounting Policies, to the accompanying consolidated financial statements for further discussion.
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We recruit and retain team members through providing transparency regarding career path, ongoing learning and development opportunities, as well as a supportive and inclusive work environment. Our hiring efforts include the recruitment of skilled professionals, along with campus recruiting and internship programs designed to engage students and early-career professionals.
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Cross-serving opportunities are identified by our professionals and then through internal coordination, we can offer a more comprehensive solution that may engage different business service 8 Table of Contents lines.
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Prior to joining the Company, Mr. Lakhia served as Executive Vice President, Chief Financial Officer of OPENLANE, Inc., a leading operator of digital marketplaces for wholesale used vehicles. Prior to that, Mr. Lakhia served as Vice President Finance, Americas of The Goodyear Tire & Rubber Company (“Goodyear”) from November 2019 to April 2023. Mr.
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Being our clients’ preferred partner allows us the opportunity to respond to our clients’ needs with diverse and integrated services and solutions. • From the time of our founding, we have pursued growth through strategic acquisitions.
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Lakhia was Vice President, Business Planning & Analysis of Andeavor (formerly Tesoro Corp.) from September 2016 to October 2018 and Vice President, Treasurer and Credit of Andeavor from February 2014 to September 2016. Prior to joining Andeavor, Mr. Lakhia served in accounting, treasury and divisional finance roles with increasing responsibility at Goodyear from October 1996 to February 2014. Michael P.
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Clients We provide multi-disciplinary and comprehensive solutions and professional services to over 135,000 clients across more than 25 industries. Our business client base is geographically dispersed across the country and includes small, middle-market, and large businesses and organizations ranging from less than 10 to more than 10,000 employees.
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As a public company, we are subject to the Sarbanes-Oxley Act of 2002 including the provisions intended to reform the oversight of public company auditing, improve the quality and transparency of financial reporting by those companies and strengthen the independence of auditors.
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With over 10,000 team members nationwide, we prioritize our culture and invest in continuous learning, leadership development, and operational excellence to sustain our long-term growth.
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Our recruitment strategy is designed to attract and retain top talent by offering a compelling employee value proposition that emphasizes a clear career path, comprehensive learning and development including a focus on upskilling to remain future ready, and a supportive and inclusive work environment.
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We were recognized for this award based on core focus areas such as leadership and planning, corporate culture, communications, work environment and overall engagement with our employees. • 2024 Best and Brightest Companies in the Nation Top 101 by National Association of Business Resources ("NABR") – For the ninth year in a row, CBIZ was honored as a “Best and Brightest Company” based on our commitment to human resource practices and employee enrichment.
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Huddleston 47 Senior Vice President, Chief Legal Officer and Corporate Secretary Donna Mirandola 47 Senior Vice President, Chief Marketing Officer Matt Morelli 55 Senior Vice President, Corporate Development Elizabeth A.
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Grove has served as Senior Vice President and Chief Financial Officer of CBIZ since December 2000. Before joining CBIZ, Mr. Grove served as Senior Vice President and Chief Financial Officer of Bridgestreet Accommodations, Inc., which he joined in early 2000 to restructure financing, develop strategic operating alternatives, and assist with merger negotiations. Prior to joining Bridgestreet, Mr.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAs of December 31, 2024, our debt consisted primarily of $1.4 billion in principal amount outstanding under our amended and restated credit agreement (the "2024 Credit Facilities") providing for $2.0 billion in senior secured credit facilities, consisting of a $1.4 billion term loan (the "Term Loan") and $600.0 million revolving credit facility (the "Revolving Credit Facility").
Biggest changeAs of December 31, 2025, our debt consisted primarily of $1,472.4 million in principal amount outstanding under our Amended and Restated Credit Agreement, by and among CBIZ Operations, Inc., as the Borrower, the Company, the several banks, financial institutions, institutional lenders and other investors from time to time party thereto as the Lenders, and Bank of America, N.A., as Agent, as Issuing Bank and as Swing Line Bank (as amended by that certain First Amendment, dated as of March 7, 2025 and as further amended by that certain Second Amendment, dated as of April 29, 2025, the "2024 Credit Facilities") providing for $2,000.0 million in senior secured credit facilities, consisting of a $1,400.0 million term loan (the "Term Loan") and $600.0 million revolving credit facility (the "Revolving Credit Facility").
For example, the 2024 Credit Facilities contain covenants that could (i) restrict our ability to repurchase or redeem our capital stock or debt, or merge or consolidate with another entity; (ii) limit our ability to borrow additional funds or to obtain other financing in the future for working capital, capital expenditures, acquisitions, investments and general corporate purposes; (iii) limit our ability to dispose of our assets, to create liens on our assets, to extend credit or to issue dividends to our stockholders; and (iv) make us more vulnerable to economic downturns and reduce our flexibility in responding to changing business and economic conditions.
For example, the 2024 Credit Facilities contain covenants that could (i) restrict our ability to repurchase or redeem our capital stock or debt, or merge or consolidate with another entity; (ii) limit our ability to borrow additional funds or to obtain other financing in the future for working capital, capital expenditures, acquisitions, investments and general corporate purposes; (iii) limit our ability to dispose of our assets, to create liens on our assets, to extend credit or to issue dividends to our stockholders; and/or (iv) make us more vulnerable to economic downturns and reduce our flexibility in responding to changing business and economic conditions.
Further, we do not provide any non-audit services to an SEC-reporting attest client that the CPA firm performing an audit could not provide under the auditor independence restrictions set out in the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), and other rules and requirements of the SEC and the Public Company Accounting Oversight Board (“PCAOB”).
Further, we do not provide any non-audit services to an SEC-reporting attest client that the CPA firm performing an audit could not provide under the auditor independence restrictions set out in the Sarbanes-Oxley Act, and other rules and requirements of the SEC and the Public Company Accounting Oversight Board (“PCAOB”).
We provide for potential bad debts and recognize additional reserves against bad debts as we deem it appropriate. Notwithstanding these measures, our customers may face unexpected circumstances that adversely impact their ability to pay their trade receivables or note obligations to us, and we may face unexpected losses as a result.
We provide for potential bad debts and recognize additional reserves against bad debts as we deem appropriate. Notwithstanding these measures, our customers may face unexpected circumstances that adversely impact their ability to pay their trade receivables or note obligations to us, and we may face unexpected losses as a result.
Specifically, legislation or other changes could afford our clients and their employees the ability to seek insurance coverage through other means direct access with insurance carriers or other similar avenues, which could eliminate or adversely alter the remuneration brokers receive from insurance carriers for their services.
Specifically, legislation or other changes could afford our clients and their employees the ability to seek insurance coverage through other means of direct access with insurance carriers or other similar avenues, which could eliminate or adversely alter the remuneration brokers receive from insurance carriers for their services.
While our management and advisors have spent significant time and resources evaluating Marcum’s business, it is difficult to predict future performance and the benefits from a transaction involving large and complex organizations. In addition, we assumed Marcum’s liabilities other than specified excluded liabilities that were not contributed by Marcum to MAG prior to closing of the Transaction.
While our management and advisors have spent significant time and resources evaluating Marcum’s business, it is difficult to predict future performance and the benefits from a transaction involving large and complex organizations. In addition, we assumed Marcum’s liabilities other than specified excluded liabilities that were not contributed by Marcum to Marcum Advisory Group ("MAG") prior to closing of the Transaction.
The breach of any of these covenants could result in a default under these instruments. An event of default would permit our lenders and other debt holders to declare all amounts borrowed from them to be due and payable, together with accrued and unpaid interest.
The breach of any of these covenants could result in a default under these instruments. An event of default would permit our lenders and other debt holders to, among other things, declare all amounts borrowed from them to be due and payable, together with accrued and unpaid interest.
We are a larger and more complex organization following the closing of the Transaction, and in order to maintain and earn the trust of our investors, we will have to effectively execute on our strategy to integrate Marcum and achieve the anticipated benefits and synergies of the Transaction.
We are a larger and more complex organization following the closing of the Transaction, and in order to maintain and earn the trust of our investors, we will have to effectively execute on our strategy and achieve the anticipated benefits and synergies of the Transaction.
Professional services firms often experience higher average accounts receivable days outstanding compared to many other industries, which may be magnified if the general economy worsens. If our collections become slower, our liquidity may be adversely impacted. We monitor the aging of receivables 14 Table of Contents regularly and make assessments of the ability of customers to pay amounts due.
Professional services firms often experience higher average accounts receivable days outstanding compared to many other industries, which may be magnified if the general economy worsens. If our collections become slower, our liquidity may be adversely impacted. We monitor the aging of receivables regularly and make assessments of the ability of customers to pay amounts due.
Under the ASA with CBIZ CPAs and our other ASAs, we provide a range of services to the CPA firms, including: functions such as professional staff, office management, bookkeeping, and accounting; preparing marketing and promotion materials; and providing office space, computer equipment, systems support and administrative support. Services are performed in exchange for a fee.
Under the ASA with CBIZ CPAs and our other ASAs, we provide a range of services to the CPA firms, including: functions such as professional staff, office management, bookkeeping, and accounting; preparing marketing and promotion materials; and providing office space, computer equipment, systems support and administrative support. 15 Table of Contents Services are performed in exchange for a fee.
Future sales or issuances of common stock, including those related to the uses described below, or the perception that sales could occur, could adversely affect the market price of our common stock and dilute the percentage ownership held by our stockholders.
Future sales or issuances of common stock, including those related to the Transaction described below, or the perception that sales could occur, could adversely affect the market price of our common stock and dilute the percentage ownership held by our stockholders.
In many cases, these commissions consist of a ratable portion of the insurance premiums on those policies, based upon a sliding scale pertaining to the dollar volume of premiums and/or the number of participants in the plan.
In many cases, these commissions consist of a ratable portion of the insurance premiums on those policies, based upon a sliding scale pertaining to the dollar value of premiums and/or the number of participants in the plan.
In addition, related to our payroll and employee benefits businesses, we store personal information about some of our clients and their employees for which we may be liable under the Health Insurance Portability and Accountability Act or other governmental regulations if the security of this information is breached.
In addition, related to our payroll and employee benefits businesses, we store personal information about some of our clients and their employees for which we may be liable under the Health Insurance Portability and Accountability Act or other governmental regulations if the security 18 Table of Contents of this information is breached.
If the liabilities that we assumed are more than we anticipate, or insurance coverage is not available to us in sufficient amounts to cover the liabilities that we assumed, it could increase the effective cost of the Transaction and adversely impact our financial condition and results of operations.
If the liabilities that we assumed are more than we anticipate, or insurance coverage is not available to us in sufficient amounts to cover the liabilities that we assumed, it could increase the effective cost of 14 Table of Contents the Transaction and adversely impact our financial condition and results of operations.
The CPA firms are wholly owned by licensed CPAs, a vast majority of whom are employed by us. As a condition to close the Transaction, CBIZ CPAs, a CPA firm with which we maintain an ASA, completed the Attest Purchase, which consisted of purchasing from Marcum substantially all of Marcum's attest business assets, subject to certain exclusions.
The CPA firms are wholly owned by licensed CPAs, a vast majority of whom are employed by us. As a condition to close the Transaction, CBIZ CPAs, a CPA firm with which we maintain an ASA, purchased from Marcum substantially all of Marcum's attest business assets, subject to certain exclusions (the "Attest Purchase").
Although we have disaster recovery procedures in place and insurance to 19 Table of Contents protect against such contingencies, we cannot be sure that insurance or these services will continue to be available, cover all our losses or compensate us for the possible loss of clients occurring during any period that we are unable to provide business services.
Although we have disaster recovery procedures in place and insurance to protect against such contingencies, we cannot be sure that insurance or these services will continue to be available, cover all our losses or compensate us for the possible loss of clients occurring during any period that we are unable to provide business services. 19 Table of Contents We could be held liable for errors and omissions.
It is possible that we may have underestimated the liabilities that we assumed, or we may have assumed liabilities that are unknown or that we did not foresee and were not excluded from Marcum’s contribution to Marcum Advisory Group ("MAG").
It is possible that we may have underestimated the liabilities that we assumed, or we may have assumed liabilities that are unknown or that we did not foresee and were not excluded from Marcum’s contribution to MAG.
In the past, given the pre-existing limits set by us on our relationships with SEC-reporting attest clients of the CPA firms, and the limited number and size of such clients, the imposition of independence restrictions under Sarbanes-Oxley, SEC rules and interpretation, and PCAOB standards did not materially affect our revenues.
In the past, given the pre-existing limits set by CBIZ CPAs on its relationships with SEC-reporting attest clients of the CPA firms, and the limited number and size of such clients, the imposition of independence restrictions under the Sarbanes-Oxley Act, SEC rules and interpretation, and PCAOB standards did not materially affect our revenues.
Our business may not generate sufficient cash flow from operations and future borrowings may not be available to us under the 2024 Credit Facilities in an amount sufficient to enable us to fund our other liquidity 21 Table of Contents needs.
Our business may not generate sufficient cash flow from operations and future borrowings may not be available to us under the 2024 Credit Facilities in an amount sufficient to enable us to fund our other liquidity needs.
As a result, it may be more challenging to manage conflicts of interest and independence restrictions and these challenges could adversely impact our revenues and results of operations.
It may be more challenging to manage conflicts of interest and independence restrictions and these challenges could adversely impact our revenues and results of operations.
If acquisitions are not consummated, such costs may adversely affect our revenues and ability to achieve operational, financial and strategic objectives. Governmental regulations and interpretations are subject to changes, which could have a material adverse effect on our financial condition.
Whether or not such acquisitions are consummated, the related costs may adversely affect our revenues and ability to achieve operational, financial and strategic objectives. Governmental regulations and interpretations are subject to changes, which could have a material adverse effect on our financial condition.
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. The success of our acquisitions, including the success of our recent acquisition of Marcum pursuant to the Transaction, will depend, in part, on our ability to successfully integrate acquired businesses with current 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. The success of our acquisitions will depend, in part, on our ability to successfully integrate acquired businesses with current operations.
This process will take time, and it will be necessary to effectively communicate our progress and strategy to investors over the short and long term. If we experience challenges or delays in this process, it could adversely impact, or cause volatility in, our operating results.
This process will take time, and it will be necessary to effectively communicate our progress and strategy to investors. If we experience challenges or delays in this process, it could adversely impact, or cause volatility in, our operating results.
To the extent we are unable to find suitable acquisition candidates, an important component of our growth strategy may not be realized. We will incur transaction, integration, and restructuring costs in connection with our acquisition program.
To the extent we are unable to find suitable acquisition candidates or finance the acquisition of such candidates, an important component of our growth strategy may not be realized. 17 Table of Contents We will incur transaction, integration, and restructuring costs in connection with our acquisition program.
We have authorized 250.0 million shares of common stock, and have approximately 53.3 million shares of common stock outstanding at January 31, 2025. A substantial number of these shares have been issued in connection with acquisitions, including the Transaction.
We have authorized 250.0 million shares of common stock, and have approximately 54.7 million shares of common stock outstanding at January 31, 2026. A substantial number of these shares have been issued in connection with acquisitions, including the Transaction.
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. As of December 31, 2024, the net carrying value of our goodwill and other intangible assets totaled $2,331.5 million and $614.0 million, respectively.
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. As of December 31, 2025, the net carrying value of our goodwill and other intangible assets totaled $2,329.8 million and $540.0 million, respectively.
We require a significant amount of cash for interest payments on our debt and to expand our business as planned.
Risk Factors Related to Our Indebtedness We require a significant amount of cash for interest payments on our debt and to expand our business as planned.
While this breach did not subject the company to liability under the Health Insurance Portability and Accountability Act or other governmental regulations, there can be no assurance that in the event of a future breach, we will not be liable under those governmental regulations.
While such breaches have not subjected the Company to liability under the Health Insurance Portability and Accountability Act or other governmental regulations, there can be no assurance that in the event of a future breach, we will not be liable under those governmental regulations.
A widespread outbreak of a communicable disease or a public health crisis could adversely affect the global and domestic economy and our business partners’ ability to conduct business in the United States for an indefinite period of time.
We may face risks related to public health threats or widespread outbreak of a communicable illness. A widespread outbreak of a communicable disease or a public health crisis could adversely affect the global and domestic economy and our business partners’ ability to conduct business in the United States for an indefinite period of time.
In the past, our third-party service providers had experienced data breaches that 18 Table of Contents allowed unauthorized third-parties to gain access to the Company’s and its clients’ data, including personally identifiable information.
In the past, our third-party service providers have experienced data breaches that allowed unauthorized third-parties to gain access to the Company’s and its clients’ data, including personally identifiable information.
We license software from third parties, much of which is integral to our systems and our business. The licenses are generally terminable if we breach our obligations under the license agreements.
We are subject to risk as it relates to software that we license from third parties. We license software from third parties, much of which is integral to our systems and our business. The licenses are generally terminable if we breach our obligations under the license agreements.
We apply FASB ASC 718, Compensation - Stock Compensation under which the tax effects of the accounting for share-based compensation may significantly impact our effective tax rate from period to period.
Given our levels of share-based compensation, our tax rate may vary significantly depending on our stock price. We apply FASB ASC Topic 718, Compensation - Stock Compensation under which the tax effects of the accounting for share-based compensation may significantly impact our effective tax rate from period to period.
As part of many acquisitions, shares are 22 Table of Contents contractually restricted from sale for a one-year period, and as of January 31, 2025, approximately 3.3 million shares of our common stock were under lock-up contractual restrictions that expire by December 31, 2025.
As part of many acquisitions, shares are contractually restricted from sale for a one-year period, and as of January 31, 2026, approximately 63 thousand shares of our common stock were under lock-up contractual restrictions that expire by December 31, 2026.
We may not be able to acquire and finance additional businesses, which could limit our ability to pursue our business strategy. We acquired five businesses during 2024, including Marcum.
We may not be able to acquire and finance additional businesses, which could limit our ability to pursue our business strategy. We acquired one business during 2025.
To date, revenues derived from providing services in connection with attestation engagements of the attest firms performed for SEC-reporting clients have not been material, but we expect they will significantly increase as a result of the Attest Purchase.
Prior to the Attest Purchase, revenues derived from providing services in connection with attestation engagements of the attest firms performed for SEC-reporting clients have not been material, however, they significantly increased as a result of the Attest Purchase.
We expect the Attest Purchase will significantly increase the attest services received and the revenues generated under our existing ASA with CBIZ CPAs.
The Attest Purchase significantly increased the attest services received and the revenues generated under our existing ASA with CBIZ CPAs.
Terms of the 2024 Credit Facilities could adversely affect our ability to run our business and/or reduce stockholder returns. The terms of the 2024 Credit Facilities could impair our ability to operate our business effectively and may limit our ability to take advantage of business opportunities.
The terms of the 2024 Credit Facilities could impair our ability to operate our business effectively and may limit our ability to take advantage of business opportunities.
Furthermore, once fully issued, the stock consideration issuable in the Transaction is expected to constitute approximately 22% of our outstanding shares of common stock, without giving effect to any subsequent issuances, repurchases or other changes in the number of shares outstanding.
Furthermore, once fully issued, the future stock consideration issuable from the Transaction is expected to constitute approximately 12%, as of December 31, 2025, of our outstanding shares of common stock, without giving 23 Table of Contents effect to any subsequent issuances, repurchases or other changes in the number of shares outstanding.
We cannot be certain that we will be able to effectively compete against current and future competitors, or that competitive pressure will not have a material adverse effect on our business, financial condition and results of operations. Given our levels of share-based compensation, our tax rate may vary significantly depending on our stock price.
We cannot be certain that we will be able to effectively compete against current and future competitors, or that competitive pressure will not have a material adverse effect on our business, financial condition and results of operations.
The charges against Marcum related to quality control failures and violations of audit standards in connection with audit work for a large number of special purpose acquisition company ("SPAC") clients, as well as other clients.
For example, in 2023, the SEC and PCAOB implemented sanctions against Marcum related to quality control failures and violations of audit standards in connection with its audit work for a large number of special purpose acquisition company clients as 20 Table of Contents well as other clients.
Any impairment of goodwill or intangible assets would result in a non-cash charge against current earnings, which could lead to a material impact on our results of operations and financial condition.
Any impairment of goodwill or intangible assets would result in a non-cash charge against current earnings, which could lead to a material impact 16 Table of Contents on our results of operations and financial condition. Given the significant increase in goodwill and intangible assets following the Transaction, the potential magnitude of any such impairment could be significant.
As a result, the acquisition and integration of Marcum's attest business assets into CBIZ CPAs and Marcum's non-attest business assets into CBIZ will result in conflicts and independence impairments that will likely require certain services to be terminated and result in a loss of revenue.
As a result, the acquisition of Marcum's attest business assets into CBIZ CPAs and Marcum's non-attest business assets into CBIZ resulted in conflicts and independence impairments that required certain services to be terminated and resulted in a loss of revenue, and future acquisitions could have a similar effect.
If any of these relationships were terminated or if any of these parties were to cease doing business or cease to support the applications we currently utilize, we may be forced to spend significant time and money to replace the licensed software. However, we cannot assure you that the necessary replacements will be available on reasonable terms, if at all.
If any of these relationships were terminated or if any of these parties were to cease doing business or cease to support the applications we currently utilize, we may be forced to spend significant time and resources to replace the licensed software.
If we do not perform as expected following the Transaction or costs or assumed liabilities are greater than anticipated, our earnings per share could be adversely impacted by the significant increase in outstanding shares.
If we do not perform as expected following the Transaction or costs or assumed liabilities are greater than anticipated, our earnings per share could be adversely impacted by the significant increase in outstanding shares. In addition, Marcum partners are no longer subject to contractual limitations on their ability to resell shares they received upon the closing of the Transaction.
Although we believe that our insurance coverage is adequate, we cannot be certain that actual future claims, judgments, settlements, or related legal expenses would not exceed the coverage amounts. If such judgments, settlements, or related legal expenses exceed insurance coverage by a material amount, they could have a material adverse effect on our business, financial condition and operating results.
If such judgments, settlements, or related legal expenses exceed insurance coverage by a material amount, they could have a material adverse effect on our business, financial condition and operating results.
Volatility in interest rates from monetary policy or economic conditions could increase interest expense, cause uncertainty and impact our ability to pay interest on our indebtedness. Refer to Item 7A, Quantitative and Qualitative Disclosures about Market Risk, for further information regarding interest rate risk.
Volatility in interest rates from monetary policy or economic conditions could increase interest expense, cause uncertainty and impact our ability to pay interest on our indebtedness.
These tax effects are dependent on our stock price and exercise activity, which we do not control, and a decline in our stock price could significantly increase our effective tax rate and adversely affect our results of operations. 20 Table of Contents Rapid technological changes could significantly impact our competitive position, client relationships and operating results and our ability to realize the anticipated benefits of the Transaction.
These tax effects are dependent on our stock price and exercise activity, which we do not control, and a decline in our stock price could significantly increase our effective tax rate and adversely affect our results of operations. 21 Table of Contents We may be subject to the actions of activist stockholders.
Through our acquisition activities, we record liabilities for future contingent earnout payments that are settled in cash or through the issuance of common stock.
Certain liabilities resulting from acquisitions are estimated and could lead to a material impact on our results of operations. Through our acquisition activities, we record liabilities for future contingent earnout payments that are settled in cash or through the issuance of common stock.
Our inability to attract and retain necessary personnel to support our current operations and further growth could have a material adverse effect on our business, financial condition and results of operations.
Our inability to attract and retain necessary personnel to support our current operations and further growth could 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.
We cannot be sure that future laws and regulations will provide the similarly favorable opportunities for us to provide business consulting and management services to businesses and individuals, or to meet our operational, financial and strategic objectives. Changes in the United States healthcare environment, including new healthcare legislation, may adversely affect the revenue and margins in our healthcare benefit businesses.
We cannot be sure that future laws and regulations will provide the similarly favorable opportunities for us to provide business consulting and management services to businesses and individuals, or to meet our operational, financial and strategic objectives. Uncertainty in the current economic and geopolitical environment could lead to declines in demand for certain of our services .
As such, the continuation of our association with each CPA firm is subject to the terms and lengths of the applicable ASA, and the ability of the parties to work cooperatively together.
As previously discussed in Item 1, Business, the ASAs do not provide us with control over the associated CPA firms, which are independent entities. As such, the continuation of our association with each CPA firm is subject to the terms and lengths of the applicable ASA, and the ability of the parties to work cooperatively together.
In the event that accounts receivable and unbilled work in process become uncollectible by the CPA firms, the service fee due to us is typically reduced on a proportional basis. 15 Table of Contents As previously discussed in Item 1, Business, the ASAs do not provide us with control over the associated CPA firms, which are independent entities.
Fees earned by us under the ASAs are recorded as revenue in our Consolidated Statements of Comprehensive Income. In the event that accounts receivable and unbilled work in process become uncollectible by the CPA firms, the service fee due to us is typically reduced on a proportional basis.
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. Our ability to provide business services depends on our capacity to store, retrieve, process and manage significant databases, and expand and upgrade periodically our information processing capabilities.
Our ability to provide business services depends on our capacity to store, retrieve, process and manage significant databases, and expand and upgrade periodically our information processing capabilities.
While this provides opportunities, it also can expose us to elevated risk if we do not effectively manage these investments, which may be significant.
The ability of our combined organization following the Transaction to invest in technology and data analytics in order to serve our client base was a key rationale for the Transaction. While this provides opportunities, it also can expose us to elevated risk if we do not effectively manage these investments, which may be significant.
We could be held liable for errors and omissions. All of our business services entail an inherent risk of malpractice and other similar claims resulting from errors and omissions. Therefore, we maintain errors and omissions insurance coverage.
All of our business services entail an inherent risk of malpractice and other similar claims resulting from errors and omissions. Therefore, we maintain errors and omissions insurance coverage. Although we believe that our insurance coverage is adequate, we cannot be certain that actual future claims, judgments, settlements, or related legal expenses would not exceed the coverage amounts.
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 may face risks related to public health threats or widespread outbreak of a communicable illness.
If these third parties fail to perform their obligations or cease to work with us, our ability to execute on our strategic initiatives could be adversely affected. The widespread outbreak of a communicable illness or any other public health crisis could adversely affect our business, financial condition and results of operations.
Our business could be adversely affected if Marcum does not perform to our expectations or we underestimate the liabilities we are assuming. Even if we successfully integrate Marcum, there can be no assurance we will realize the anticipated benefits of the Transaction.
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 are assuming.
Following the Attest Purchase, there has been a significant increase in the number of SEC-reporting attest clients of CBIZ CPAs (from very few or none in recent periods to well over 100 following the Attest Purchase).
There has been a significant increase in the number of SEC-reporting attest clients of CBIZ CPAs. CBIZ CPAs’ is now subject to annual inspection by the PCAOB.
The professional business services industry has been and continues to be impacted by significant technological changes and innovation, enabling companies to offer services competitive with ours. Those technological changes may (i) reduce demand for our services, (ii) enable the development of competitive products or services, or (iii) enable our current customers to reduce or bypass the use of our services.
Rapid technological changes could significantly impact our competitive position, client relationships and operating results and our ability to realize the anticipated benefits of the Transaction. The professional business services industry has been and continues to be impacted by significant technological changes and innovation, enabling companies to offer services competitive with ours.
Additionally, rapid changes in artificial intelligence, block chain-based technology, automation and related innovations are increasing the competitiveness landscape. The ability of our combined organization following the Transaction to invest in technology and data analytics in order to serve our client base was a key rationale for the Transaction.
Those technological changes may (i) reduce demand for our services, (ii) enable the development of competitive products or services, or (iii) enable our current customers to reduce or bypass the use of our services. Additionally, rapid changes in artificial intelligence, block chain-based technology, automation and related innovations are increasing the competitiveness landscape.
Removed
Fees earned by us under the ASAs are recorded as revenue in our Consolidated Statements of Comprehensive Income.
Added
Even if we successfully integrate the non-attest business assets we acquired from Marcum and CBIZ CPAs successfully integrates the attest business assets it acquired from Marcum, there can be no assurance we will realize the anticipated benefits of the Transaction.
Removed
Although we conducted due diligence on conflicts and independence issues in connection with the Transaction, it is possible that the conflicts and independence issues, and resulting potential loss of revenue, could be more significant than anticipated.
Added
Our failure to manage the utilization of our professionals who generally bill on an hourly basis or to maintain or increase the hourly rates we charge our clients for our services, could result in adverse consequences, such as non- or lower-revenue-generating professionals, increased employee turnover, fixed compensation expenses in periods of declining revenue or the inability to appropriately staff engagements.
Removed
Given the significant increase in goodwill and intangible assets following the Transaction, the potential magnitude of any such impairment could be significant. 16 Table of Contents Certain liabilities resulting from acquisitions are estimated and could lead to a material impact on our results of operations.
Added
A number of factors affect the utilization of our professionals, some of which are outside our control, including general economic and financial market conditions; the complexity, number, type, size and timing of client engagements; the level of demand for our services; appropriate staffing levels in light of changing client demands, expectations or market conditions; our ability to transition our employees efficiently from completed engagements to new engagements; the transition period for new hires that results in a temporary drop in utilization; unanticipated changes in the scope of client engagements; our ability to forecast demand for our services; conditions affecting our clients’ businesses and industries; competition; and acquisitions.
Removed
Recent SEC and PCAOB sanctions against Marcum may adversely impact our performance and reputation. On June 21, 2023, Marcum agreed to pay an aggregate of $13.0 million as a result of charges by the SEC and the PCAOB.
Added
In addition, our expansion into or within lines of business or geographic locations where our brand is not well-known or where demand for our services is not well-developed could also contribute to low or lower utilization rates in certain service offerings or locations. Our primary asset is our people, and our people account for the majority of our expenses.
Removed
In addition, Marcum was censured and required to adhere to several undertakings, including retaining an independent consultant to review and evaluate its audit, review and quality control policies and procedures.
Added
If we are unable to manage staffing levels on a timely basis in light of changing opportunities or conditions, our ability to accept or service client engagements, take advantage of positive market and industry developments, expand into new service offerings, realize future growth or manage our cost structure could be negatively affected, which could negatively impact our client relationships, competitiveness, revenue and profitability.
Removed
Following the Attest Purchase, Marcum’s attest business is subject to CBIZ CPAs’ system of quality control, and there is uncertainty as to how CBIZ CPAs’ quality control procedures will impact the ability of Marcum’s attest business to profitably retain and grow client business over time.
Added
In addition, its system of quality control could be subject to additional regulatory scrutiny following the Transaction as a result of the previously settled PCAOB and SEC sanctions against Marcum related to quality control failures and violations of audit standards in connection with its prior audit work.
Removed
In addition, CBIZ CPAs’ system of quality control procedures could be subject to additional regulatory scrutiny following the Transaction as a result of the events described above. Whether as a result of any such scrutiny or for other reasons, it is possible CBIZ CPAs could determine additional investments in control procedures are appropriate following the Attest Purchase.
Added
Claims or adverse publicity could harm our brand, reputation and ability to compete and attract and retain clients, talent and future acquisition targets. Our reputation is susceptible to damage by actions or statements made by current or former clients, employees, competitors, vendors, adversaries in legal proceedings, government regulators, professional licensing organizations, members of the investment community and the media.
Removed
Any additional investments or the implementation of any additional control procedures could impact our profitability going forward. There also may be adverse reputational impacts as a result of the SEC and PCAOB order that may adversely affect CBIZ CPAs and us as a result of the Transaction. Any of the foregoing could adversely impact our business and results of operations.
Added
Our engagements may involve matters that may result in a severe impact on a client’s business, cause the client a substantial monetary loss or prevent the client from pursuing business opportunities. Additionally, some of our engagements may involve matters or clients that may be socially or politically unpopular, which could result in adverse publicity and harm our reputation.
Removed
If we are unable to implement and maintain effective internal control over financial reporting following the Transaction, we may fail to prevent or detect material misstatements in our financial statements, in which case investors could lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may decline.
Added
Our ability to retain existing clients and generate repeat engagements depends upon our ability to maintain a high degree of client satisfaction. Our ability to attract new clients and future acquisition targets, and to hire and retain highly skilled professionals, depends upon our reputation in the professional services industry.
Removed
We and Marcum have maintained separate internal control over financial reporting with different financial reporting processes and systems. In addition, Marcum was a private company and not subject to the enhanced public company requirements with respect to internal control over financial reporting.
Added
As a result, any claims or adverse publicity involving the quality of our services or the reputation of our professionals, matters or clients may be more damaging than similar claims or publicity relating to businesses in other industries.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeCBIZ’s Vice President, IT Security and Compliance reports to CBIZ’s Chief Information Officer and is the head of the Company’s cybersecurity team. The IT Security Director is responsible for assessing and managing CBIZ’s cyber risk management program, informs senior management regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents and supervises such efforts.
Biggest changeCBIZ’s Vice President, IT Security and Compliance reports to CBIZ’s Chief Information Officer and is the head of the Company’s cybersecurity team. The Vice President of IT Security and Compliance is responsible for assessing and managing CBIZ’s cyber risk management program, informing senior management regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents and supervises such efforts.
CBIZ has experienced, and will continue to experience, cyber incidents in the normal course of its business. However, prior cybersecurity incidents have not had a material adverse effect on CBIZ’s business, financial condition, results of operations or cash flows.
CBIZ has experienced, and will continue to experience, cyber 24 Table of Contents incidents in the normal course of its business. However, prior cybersecurity incidents have not had a material adverse effect on CBIZ’s business, financial condition, results of operations or cash flows.
The cybersecurity team has decades of experience selecting, deploying and operating cybersecurity technologies, initiatives and processes. Additionally, members of the cyber security team have extensive information technology and program management expertise 23 Table of Contents and have earned various cybersecurity certifications.
The cybersecurity team has decades of experience selecting, deploying and operating cybersecurity technologies, initiatives and processes. Additionally, members of the cyber security team have extensive information technology and program management expertise and have earned various cybersecurity certifications.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES. Our corporate headquarters are located at 5959 Rockside Woods Blvd. N., Suite 600, Independence, Ohio 44131, in leased premises. We lease more than 160 offices in 35 states and the District of Columbia and believe that our current facilities are sufficient for our current needs.
Biggest changeITEM 2. PROPERTIES. Our corporate headquarters are located at 5959 Rockside Woods Blvd. N., Suite 600, Independence, Ohio 44131, in leased premises. We lease more than 140 offices in 35 states and the District of Columbia and believe that our current facilities are sufficient for our current needs.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAs of the date hereof, we are not engaged in any legal proceedings that are reasonably expected, individually or in the aggregate, to have a material adverse effect on our business, financial condition, results of operations or cash flows. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 24 Table of Contents PART II
Biggest changeAs of the date hereof, we are not engaged in any legal proceedings that are reasonably expected, individually or in the aggregate, to have a material adverse effect on our business, financial condition, results of operations or cash flows. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 25 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on December 31, 2019 and tracks it through December 31, 2024. 25 Table of Contents COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN * Among CBIZ, Inc., the S&P 500 Index, the Russell 2000 Index, and a Peer Group *$100 invested on December 31, 2019 in stock or index, including reinvestment of dividends.
Biggest change(2) The five companies included in the Company's second customized peer group are: Brown & Brown Inc., FTI Consulting Inc., Paychex Inc., Resource Connection., and Huron Consulting Group Inc. 26 Table of Contents COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN * Among CBIZ, Inc., the S&P 500 Index, the Russell 2000 Index, 2024 Peer Group and 2025 Peer Group *$100 invested on December 31, 2020 in stock or index, including reinvestment of dividends.
Issuer Purchases of Equity Securities - Shares repurchased during the three months ended December 31, 2024 (reported on a trade-date basis) are summarized in the table below (in thousands, except per share data). Average price paid per share includes fees and commissions.
Issuer Purchases of Equity Securities - Shares repurchased during the three months ended December 31, 2025 (reported on a trade-date basis) are summarized in the table below (in thousands, except per share data). Average price paid per share includes fees and commissions.
Fiscal year ending December 31. Copyright© 2025 Standard & Poor's, a division of S&P Global. All rights reserved. Copyright© 2025 Russell Investment Group.
Fiscal year ending December 31. Copyright© 2026 Standard & Poor's, a division of S&P Global. All rights reserved. Copyright© 2026 Russell Investment Group.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information for Common Stock - Our common stock is traded on the NYSE under the trading symbol “CBZ.” Holders of Record - The number of holders of our common stock based on record ownership as of December 31, 2024 was approximately 2,430.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information for Common Stock - Our common stock is traded on the NYSE under the trading symbol “CBZ.” Holders of Record - The number of holders of our common stock based on record ownership as of December 31, 2025 was approximately 2,958.
Recent Sales of Unregistered Securities - During the year ended December 31, 2024, we issued approximately 159 thousand shares of our common stock as payment for current year acquisitions, as well as payment for contingent consideration for current year and previous acquisitions.
Recent Sales of Unregistered Securities - During the year ended December 31, 2025, we issued approximately 6.5 million shares of our common stock as payment for current year acquisitions, as well as payment for contingent consideration for current year and previous acquisitions.
Issuer Purchases of Equity Securities Fourth Quarter Purchases Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Maximum Number of Shares That May Yet Be Purchased Under the Plan October 1 – October 31, 2024 — $ — — 4,997 November 1 – November 30, 2024 — $ — — 4,997 December 1 – December 31, 2024 1 $ 77.90 1 4,996 1 $ 77.90 1 Refer to Note 14, Common Stock, to the accompanying consolidated financial statements for further discussion on the Share Repurchase Program.
Issuer Purchases of Equity Securities Fourth Quarter Purchases Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Maximum Number of Shares That May Yet Be Purchased Under the Plan October 1 – October 31, 2025 — $ — — 3,183 November 1 – November 30, 2025 26 $ 50.14 26 3,157 December 1 – December 31, 2025 595 $ 52.21 595 2,562 621 $ 52.12 621 Refer to Note 14, Common Stock, to the accompanying consolidated financial statements for further discussion on the Share Repurchase Program.
Performance Graph - The graph below matches the cumulative five-year total return of holders of CBIZ, Inc.’s common stock with the cumulative total returns of the S&P 500 index, the Russell 2000 index and a customized peer group of five companies that includes: Brown & Brown, Inc., H & R Block, Inc., Paychex, Inc., Resources Connection, Inc. and Willis Towers Watson Plc.
Performance Graph - The graph below matches the cumulative five-year total return provided shareholders on CBIZ, Inc.’s common stock relative to the cumulative total returns of the S&P 500 index, the Russell 2000 index and two customized peer groups of five companies, respectively, whose individual companies are listed in footnotes 1 and 2 below.
All rights reserved. 2019 2020 2021 2022 2023 2024 CBIZ, Inc. $ 100.00 $ 98.70 $ 145.10 $ 173.78 $ 232.16 $ 303.52 S&P 500 100.00 118.40 152.39 124.79 157.59 197.02 Russell 2000 100.00 119.96 137.74 109.59 128.14 142.93 Peer Group 100.00 108.95 149.91 140.80 154.36 197.37 The stock price performance included in this graph is not necessarily indicative of future stock price performance.
All rights reserved. 2020 2021 2022 2023 2024 2025 CBIZ, Inc. $ 100.00 $ 147.01 $ 176.06 $ 235.21 $ 307.52 $ 189.59 S&P 500 100.00 128.71 105.40 133.10 166.40 196.16 Russell 2000 100.00 114.82 91.35 106.82 119.14 134.40 2024 Peer Group 100.00 137.59 129.23 141.67 181.15 159.21 2025 Peer Group 100.00 147.29 129.02 146.01 182.30 151.50 The stock price performance included in this graph is not necessarily indicative of future stock price performance.
Added
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock, in each index and in each of the peer groups on December 31, 2020 and is relative performance is tracked through December 31, 2025.
Added
(1) There are five companies included in the Company's first customized peer group which are: Brown & Brown Inc., Resources Connection Inc., Paychex Inc., H&R Block Inc., and Willis Towers Watson Plc.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

73 edited+27 added−23 removed37 unchanged
Biggest changeRefer to Note 1, Basis of Presentation and Significant Accounting Policies, and Note 2, Business Combinations, to the accompanying consolidated financial statements for further discussion on our acquisitions and a further description of funds held for clients and client fund obligations. 2024 - Net cash used in investing activities in 2024 consisted primarily of $1,087.5 million cash paid for the Transaction and other 2024 business acquisitions, $12.9 million in capital expenditures, $1.3 million net purchases of client fund investments, and $34.7 million payments primarily related to the a $22.1 million notes to CBIZ CPAs, and other working capital adjustments related payments, partially offset by $7.1 million proceeds received from the sale of certain assets. 2023 - Net cash used in investing activities in 2023 consisted of $53.1 million related to business acquisitions, $23.1 million in capital expenditures, and $10.3 million payments of working capital adjustments related to previously completed acquisitions, partially offset by $4.3 million proceeds received from the sale of client funds investment and $3.0 million proceeds received from sale of certain assets.
Biggest changeRefer to Note 1, Basis of Presentation and Significant Accounting Policies, and Note 2, Business Combinations, to the accompanying consolidated financial statements for further discussion on our acquisitions and a further description of funds held for clients and client fund obligations. 2025 - Net cash used in investing activities in 2025 consisted primarily of $17.0 million cash paid for capital expenditures, $4.0 million net purchases and change of client fund investments, and $1.6 million cash paid for a business acquisition.
On February 11, 2025, 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 or discontinued at any time and expires on March 31, 2026.
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 or discontinued at any time and expires on March 31, 2026.
In addition, we believe that repurchasing shares of our common stock can be a 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.
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.
Refer to Note 7, Financial Instruments, and Note 10, Debt and Financing Arrangements, to the accompanying consolidated financial statements for further discussion regarding investments and our debt and financing arrangements. 36 Table of Contents CRITICAL ACCOUNTING ESTIMATES The preparation of our consolidated financial statements in accordance with GAAP is based on the selection and application of accounting policies that require us to make significant estimates and assumptions that in certain circumstances affect amounts reported in the accompanying consolidated financial statements.
Refer to Note 7, Financial Instruments, and Note 10, Debt and Financing Arrangements, to the accompanying consolidated financial statements for further discussion regarding investments and our debt and financing arrangements. 37 Table of Contents CRITICAL ACCOUNTING ESTIMATES The preparation of our consolidated financial statements in accordance with GAAP is based on the selection and application of accounting policies that require us to make significant estimates and assumptions that in certain circumstances affect amounts reported in the accompanying consolidated financial statements.
Debt Covenant Compliance - We are required to meet certain financial covenants with respect to (i) total leverage ratio and (ii) interest coverage ratio. We were in compliance with our covenants as of December 31, 2024. Our ability to service our debt and to fund future strategic initiatives will depend upon our ability to generate cash in the future.
Debt Covenant Compliance - We are required to meet certain financial covenants with respect to (i) total leverage ratio and (ii) interest coverage ratio. We were in compliance with our covenants as of December 31, 2025. Our ability to service our debt and to fund future strategic initiatives will depend upon our ability to generate cash in the future.
As of December 31, 2024, we were not aware of any obligations arising under indemnification agreements that would require material payments. Interest Rate Risk Management - We do not purchase or hold any derivative instruments for trading or speculative purposes.
As of December 31, 2025, we were not aware of any obligations arising under indemnification agreements that would require material payments. Interest Rate Risk Management - We do not purchase or hold any derivative instruments for trading or speculative purposes.
Our working capital management primarily relates to trade accounts receivable, accounts payable, incentive-based compensation and other assets, which consists of other receivables and prepaid assets typically related to activities in the normal course of our business operations.
Our working capital management primarily relates to trade accounts receivable, accounts payable, incentive-based compensation and other assets, which consist of other receivables and prepaid assets typically related to activities in the normal course of our business operations.
For further information regarding our goodwill balances, refer to Note 6, Goodwill and Other Intangible Assets, Net, to the accompanying consolidated financial statements. Loss Contingencies - Loss contingencies, including litigation claims, are recorded as liabilities when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable.
For further information regarding our goodwill balances and the quantitative assessment performed, refer to Note 6, Goodwill and Other Intangible Assets, net, to the accompanying consolidated financial statements. Loss Contingencies - Loss contingencies, including litigation claims, are recorded as liabilities when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable.
Cash 33 Table of Contents flows from operations and available capital resources allow us to make strategic acquisitions, repurchase shares of our common stock when accretive to stockholders, meet working capital needs, and service our debt. Generally, we maintain low levels of cash and apply any available cash to pay down our outstanding debt balance.
Cash flows from operations and available capital resources allow us to make strategic acquisitions, repurchase shares of our common stock when accretive to stockholders, meet working capital needs, and service our debt. Generally, we maintain low levels of cash and apply any available cash to pay down our outstanding debt balance.
In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions, which could cause actual results to differ materially from management’s expectations. Please see the sections of this report entitled “Forward-Looking Statements” and “Risk Factors.” This section generally discusses the results of operations for fiscal year 2024 compared to fiscal year 2023.
In addition to historical information, this discussion and analysis contain forward-looking statements that involve risks, uncertainties and assumptions, which could cause actual results to differ materially from management’s expectations. Please see the sections of this report entitled “Forward-Looking Statements” and “Risk Factors.” This section generally discusses the results of operations for fiscal year 2025 compared to fiscal year 2024.
Cash Provided by Operating Activities 2024 compared to 2023 - Cash provided by operating activities was $123.7 million during 2024, consisting of net income of $41.0 million and certain non-cash items, such as depreciation and amortization expense of $48.1 million, share-based compensation expense of $13.8 million, bad debt expense of $3.8 million, adjustment to the fair value of contingent purchase consideration of $7.0 million, and $23.4 million use of cash from working capital management offset by deferred income tax of $8.6 million and $4.93 million gain on sale of operations, net of tax.
Cash provided by operating activities was $123.7 million during 2024, consisting of net income of $41.0 million and certain non-cash items, such as depreciation and amortization expense of $48.1 million, share-based compensation expense of $13.8 million, bad debt expense of $3.8 million, adjustment to the fair value of contingent purchase consideration of $7.0 million, and $23.4 million use of cash from working capital management offset by deferred income tax of $8.6 million and a $4.9 million gain on sale of operations, net of tax.
At any specific point in time, working capital is subject to many variables, including seasonality and the timing of cash receipts and payments, most notably in the timing of insurance premiums to the carriers within our Benefits and Insurance Services practice group.
At any specific point in time, working capital is subject to many 34 Table of Contents variables, including seasonality and the timing of cash receipts and payments, most notably in the timing of insurance premiums to the carriers within our Benefits and Insurance Services practice group.
For discussion related to the results of operations and changes in financial conditions for fiscal year 2023 compared to fiscal year 2022 refer to Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on February 23, 2024.
For discussion related to the results of operations and changes in financial conditions for fiscal year 2024 compared to fiscal year 2023 refer to Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on February 28, 2025.
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. DSO was 73 days as of December 31, 2024 and 78 days as of December 31, 2023.
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. DSO was 71 days as of December 31, 2025, and 73 days as of December 31, 2024.
Letters of credit totaled $3.2 million and $3.5 million at December 31, 2024 and 2023, respectively. In addition, we provide license bonds to various state agencies to meet certain licensing requirements. The amount of license bonds outstanding was $2.2 million and $2.3 million at December 31, 2024 and 2023, respectively.
Letters of credit totaled $3.2 million and $3.2 million at December 31, 2025 and 2024, respectively. In addition, we provide license bonds to various state agencies to meet certain licensing requirements. The amount of license bonds outstanding was $2.1 million and $2.2 million at December 31, 2025 and 2024, respectively.
We believe that cash provided by operations, as well as available funds under our 2024 35 Table of Contents Credit Facilities will be sufficient to meet cash requirements for 2025 and beyond.
We believe that 36 Table of Contents cash provided by operations, as well as available funds under our 2024 Credit Facilities will be sufficient to meet cash requirements for 2026 and beyond.
The blended weighted average interest rate under the credit facility was 6.00% in 2024 and 5.23% in 2023. The credit facility 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 credit facility.
The blended weighted average interest rate under the credit facility was 6.56% in 2025 and 6.00% in 2024. The credit facility 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 credit facility.
The non-qualified deferred compensation plan increased G&A expenses by $2.4 million in 2024 and by $2.3 million in 2023.
The non-qualified deferred compensation plan increased G&A expenses by $3.0 million in 2025, and by $2.4 million in 2024.
The majority of our operating expenses relate to personnel costs, which includes (i) salaries and benefits, (ii) commissions paid to producers, (iii) incentive compensation and (iv) share-based compensation. Excluding the impact of non-qualified deferred compensation plan, which was recorded in "Corporate and Other" for segment reporting purposes, operating expenses increased by approximately $261.4 million in 2024 as compared to 2023.
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) share-based compensation. Excluding the impact of non-qualified deferred compensation plan, which was recorded in "Corporate and Other" for segment reporting purposes, operating expenses increased by approximately $770.1 million in 2025, as compared to 2024.
Excluding the impact of the deferred compensation plan, which was recorded in "Corporate and Other" for segment reporting purposes, G&A expenses would have been $106.4 million, or 5.9% of revenue, in 2024 as compared to $55.7 million, or 3.5% of revenue, in 2023, an increase of $50.7 million in 2024 as compared to prior year.
Excluding the impact of the deferred compensation plan, which was recorded in "Corporate and Other" for segment reporting purposes, G&A expenses would have been $118.4 million, or 4.3% of revenue, in 2025, as compared to $106.4 million, or 5.9% of revenue, in 2024, an increase of $12.0 million in 2025 as compared to prior year.
Our debt is further discussed in Note 10, Debt and Financing Arrangements, to the accompanying consolidated financial statements. Gain on Sale of Operations, net - During the twelve months ended December 31, 2024, we recorded approximately $4.9 million gain related to a sold business in the National Practice Group.
Our debt is further discussed in Note 10, Debt and Financing Arrangements, to the accompanying consolidated financial statements. Gain on Sale of Operations, net - During the twelve months ended December 31, 2025, we recorded approximately $1.1 million gain related to the Transaction and a $1.1 million additional gain related to a previously sold business in the National Practice Group.
Due to the seasonal nature of the Financial Services practice group’s accounting and tax services in the first four months of the fiscal year, we historically generate much of our cash flows during the last three quarters of the fiscal year.
Due to the seasonal nature of the Financial Services practice group’s accounting and tax services, which are concentrated in the first four months of the fiscal year, we historically generate a significant portion of our cash flows during the last three quarters of the fiscal year.
Excluding the impact of the non-qualified deferred compensation plan, which was recorded in "Corporate and Other" for segment reporting purposes, operating expenses would have been $1,612.2 million, or 88.9% of revenue, in 2024 as compared to $1,350.8 million, or 84.9% of revenue, in 2023.
Excluding the impact of the non-qualified deferred compensation plan, which was recorded in "Corporate and Other" for segment reporting purposes, operating expenses would have been $2,382.3 million, or 86.4% of revenue, in 2025 as compared to $1,612.2 million, or 88.9% of revenue, in 2024.
Our blended average debt balance and blended weighted average interest rate was $538.6 million and 6.00%, respectively, in 2024, as compared to $364.1 million and 5.23%, respectively, in 2023. The increase in interest expense in 2024 as compared to 2023 was driven by a higher average debt balance as well as higher weighted average effective interest rate.
Our blended average debt balance and blended weighted average interest rate was $1,517.9 million and 6.56%, respectively, in 2025, as compared to $538.6 million and 6.00%, respectively, in 2024. The increase in interest expense in 2025 as compared to 2024, was driven by a higher average debt balance as well as higher weighted average effective interest rate.
At December 31, 2024, we had $1,420.9 million outstanding under the credit facility, as well as letters of credit and license bonds totaling $5.4 million. Available funds under the credit facility, based on the terms of the commitment, were approximately $556.0 million at December 31, 2024.
At December 31, 2025, we had $1,472.4 million outstanding under the credit facility, as well as letters of credit and license bonds totaling $5.4 million. Available funds under the credit facility, based on the terms of the commitment, were approximately $415.5 million at December 31, 2025.
At December 31, 2024, the carrying value of goodwill totaled $2,331.5 million, compared to total assets of $4,470.9 million and total stockholders’ equity of $1,780.0 million. Intangible assets consist of identifiable intangibles other than goodwill. Identifiable intangible assets other than goodwill include client lists and non-compete agreements, which require significant judgments in determining the fair value.
At December 31, 2025, the carrying value of goodwill totaled $2,329.8 million, compared to total assets of $4,409.5 million and total stockholders’ equity of $1,762.1 million. Intangible assets consist of identifiable intangibles other than goodwill. Identifiable intangible assets other than goodwill include client lists and non-compete agreements, which require significant judgments in determining the fair value.
Personnel costs and other operating expenses are discussed in further detail under “Operating Practice Groups.” 29 Table of Contents Corporate General & Administrative Expenses The following table presents our Corporate General & Administrative (“G&A”) expenses for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 (Amounts in thousands, except percentages) G&A expenses $ 108,753 $ 57,965 G&A expenses % of revenue 6.0 % 3.6 % G&A expenses excluding deferred compensation $ 106,386 $ 55,669 G&A expenses excluding deferred compensation % of revenue 5.9 % 3.5 % Our G&A expenses increased by approximately $50.8 million, or 87.6%, in 2024 as compared to 2023, and increased to 6.0% of revenue from 3.6% of revenue for the prior year.
Personnel costs and other operating expenses are discussed in further detail under “Operating Practice Groups.” Corporate General & Administrative Expenses The following table presents our Corporate General & Administrative (“G&A”) expenses for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 (Amounts in thousands, except percentages) G&A expenses $ 121,383 $ 108,753 G&A expenses % of revenue 4.4 % 6.0 % G&A expenses excluding deferred compensation $ 118,403 $ 106,386 G&A expenses excluding deferred compensation % of revenue 4.3 % 5.9 % Our G&A expenses increased by approximately $12.6 million, or 11.6%, in 2025, as compared to 2024, and decreased to 4.4% of revenue from 6.0% of revenue for the prior year.
Other Income (Expense), net The following table presents the components of Other income (expense), net for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 (Amounts in thousands) Interest expense $ (34,379) $ (20,131) Gain on sale of operations, net 4,932 176 Other income, net (1) 13,538 21,019 Total other income (expense), net $ (15,909) $ 1,064 (1) Other income, net includes a net gain of $21.1 million in 2024 and a net gain of $19.5 million in 2023, associated with the value of investments held in a rabbi trust related to the deferred compensation plan, which was recorded in "Corporate and Other" for segment reporting purposes.
Other Income (Expense), net The following table presents the components of Other income (expense), net for the years ended December 31, 2025, and 2024: Year Ended December 31, 2025 2024 (Amounts in thousands) Interest expense $ (107,215) $ (34,379) Gain on sale of operations, net 711 4,932 Other income, net (1) 33,329 13,538 Total other expense, net $ (73,175) $ (15,909) (1) Other income, net includes a net gain of $23.3 million in 2025 and a net gain of $21.1 million in 2024, associated with the value of investments held in a rabbi trust related to the deferred compensation plan, which was recorded in "Corporate and Other" for segment reporting purposes.
Cash Requirements - Cash requirements for the remainder of 2025 and beyond will include the repayment of outstanding debt and related interest, making strategic acquisitions, funding seasonal working capital requirements, making contingent purchase price payments for previous acquisitions, share repurchases, income tax payments, and capital expenditures.
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, making strategic acquisitions, funding seasonal working capital requirements, making contingent purchase price payments for previous acquisitions, income tax payments, and capital expenditures.
Refer to Note 10, Debt and Financing Arrangements, and Note 14, Common Stock, to the accompanying consolidated financial statements for further discussion on our 2024 Credit Facilities and Share Repurchase Program. 34 Table of Contents 2024 - Net cash provided by financing activities in 2024 consisted of $1,108.5 million net proceeds from our 2024 Credit Facilities and a net increase of $16.0 million in client fund obligations, offset by $11.5 million used to repurchase share for tax withholding purposes, $56.8 million of contingent consideration payments for prior acquisitions, and $20.7 million deferred financing fees paid in connection with the 2024 Credit Facilities 2023 - Net cash used in financing activities in 2023 consisted of $73.8 million of share repurchases, $45.2 million of contingent consideration payments for prior acquisitions, and a net decrease of $13.6 million in client fund obligations, partially offset by $8.8 million in proceeds from the exercise of stock options and $46.7 million net proceeds and borrowings under our prior credit facility.
Refer to Note 10, Debt and Financing Arrangements, and Note 14, Common Stock, to the accompanying consolidated financial statements for further discussion on our 2024 Credit Facilities and Share Repurchase Program. 2025 - Net cash provided by financing activities in 2025 consisted of $51.5 million net proceeds from our 2024 Credit Facilities and a net increase of $30.8 million in client fund obligations, partially offset by $160.1 million used to repurchase shares, $7.8 million used to repurchase shares for tax withholding purposes, $58.7 million of contingent consideration payments for prior acquisitions, $1.0 million deferred financing fees paid in connection with the 2024 Credit Facilities, and $0.5 million used for payments of notes payable. 35 Table of Contents 2024 - Net cash provided by financing activities in 2024 consisted of $1,108.5 million net proceeds from our 2024 Credit Facilities and a net increase of $16.0 million in client fund obligations, offset by $11.5 million used to repurchase shares for tax withholding purposes, $56.8 million of contingent consideration payments for prior acquisitions, and $20.7 million deferred financing fees paid in connection with the 2024 Credit Facilities.
Excluding the impact of the non-qualified deferred compensation plan, total other expense, net would have been $42.8 million in 2024 and $22.7 million in 2023, a net increase in expense of approximately $20.1 million.
Excluding the impact of the non-qualified deferred compensation plan, total other expense, net would have been $96.8 million in 2025 and $42.8 million in 2024, a net increase in expense of approximately $54.0 million.
As of December 31, 2024, the notional value of all of our interest rate swaps was $150.0 million, with maturity dates ranging from April, 2025 to October, 2028. For further details on our interest rate swaps, refer to Note 7, Financial Instruments, to the accompanying consolidated financial statements.
As of December 31, 2025, the notional value of all our interest rate swaps were $500.0 million, with maturity dates ranging from July 14, 2026 to July, 2030. For further details on our interest rate swaps, refer to Note 7, Financial Instruments, to the accompanying consolidated financial statements.
The increase in the effective tax rate from 2023 to 2024 was primarily due to the disallowance of meals and entertainment expense having a greater unfavorable impact against a lower pre-tax income in 2024. Operating Practice Groups We deliver our integrated services through three practice groups: Financial Services, Benefits and Insurance Services and National Practices.
The decrease in the effective tax rate from 2024 to 2025 was primarily due to the disallowance expenses having a lesser unfavorable impact against a higher pre-tax income in 2025. Operating Practice Groups We deliver our integrated services through three practice groups: Financial Services, Benefits and Insurance Services and National Practices.
Operating expense as a percentage of revenue increased to 89.9% of revenue in 2024 as compared to 86.0% of revenue for the prior year. The non-qualified deferred compensation plan increased operating expenses by $18.8 million in 2024 and by $17.2 million in 2023.
Operating expense as a percentage of revenue decreased to 87.1% of revenue in 2025 as compared to 89.9% of revenue for the prior year. The non-qualified deferred compensation plan increased operating expenses by $20.3 million in 2025 and by $18.8 million in 2024.
LIQUIDITY AND CAPITAL RESOURCES The following table is derived from our Consolidated Statements of Cash Flows (in thousands): Year Ended December 31, 2024 2023 Net cash provided by operating activities $ 123,692 $ 153,507 Net cash used in investing activities (1,129,283) (79,393) Net cash provided by (used in) financing activities 1,035,613 (77,111) We generate strong cash flows from operations and have access to $556.0 million under the 2024 Credit Facility, which enables us to fund investment and operating projects that are designed to optimize stockholder return.
LIQUIDITY The following table is derived from our Consolidated Statements of Cash Flows (in thousands): Year Ended December 31, 2025 2024 Net cash provided by operating activities $ 192,485 $ 123,692 Net cash used in investing activities (15,853) (1,129,283) Net cash provided by (used in) financing activities (145,712) 1,035,613 We generate strong cash flows from operations and have access to $415.5 million under the 2024 Credit Facilities, which enables us to fund investment and operating projects that are designed to optimize stockholder return.
The deferred compensation plan has no impact on “Income before income tax expense” or diluted earnings per share. Interest Expense - On November 1, 2024 we entered into the 2024 Credit Facilities. Interest expense was $34.4 million in 2024, compared to $20.1 million in 2023.
The deferred compensation plan has no impact on “Income before income tax expense” or diluted earnings per share. Interest Expense - Interest expense was $107.2 million in 2025, compared to $34.4 million in 2024.
A detailed discussion of revenue by practice group is included under “Operating Practice Groups.” Net income in 2024 decreased $80.0 million, or 66.1%, to $41.0 million from $121.0 million in 2023. Refer to “Results of Operations” for a detailed discussion of the components of net income.
A detailed discussion of revenue by practice group is included under “Operating Practice Groups.” Net income in 2025 increased $74.4 million, or 181.3%, to $115.4 million from $41.0 million in 2024. Refer to “Results of Operations” for a detailed discussion of the components of net income.
We believe that repurchasing shares of our common stock can be a 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. During the year ended December 31, 2024, we completed five business acquisitions.
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.
Revenue The following table summarizes total revenue for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 % 2023 % (Amounts in thousands, except percentages) Financial Services $ 1,362,539 75.1 % $ 1,160,686 72.9 % Benefits and Insurance Services 401,048 22.1 % 382,605 24.1 % National Practices 49,885 2.8 % 47,903 3.0 % Total CBIZ revenue $ 1,813,472 100.0 % $ 1,591,194 100.0 % A detailed discussion of same-unit revenue by practice group is included under “Operating Practice Groups.” Non-qualified Deferred Compensation Plan - We sponsor a non-qualified deferred compensation plan ("NQDCP"), under which a CBIZ employee’s compensation deferral is held in a rabbi trust and invested accordingly as directed by the employee.
A description of these groups’ operating results and factors affecting their businesses is provided below under "Operating Practice Groups." 28 Table of Contents Revenue The following table summarizes total revenue for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 % 2024 % (Amounts in thousands, except percentages) Financial Services $ 2,301,462 83.4 % $ 1,362,539 75.1 % Benefits and Insurance Services 409,633 14.9 % 401,048 22.1 % National Practices 46,896 1.7 % 49,885 2.8 % Total CBIZ revenue $ 2,757,991 100.0 % $ 1,813,472 100.0 % A detailed discussion of same-unit revenue by practice group is included under “Operating Practice Groups.” Non-qualified Deferred Compensation Plan - We sponsor a non-qualified deferred compensation plan ("NQDCP"), under which select CBIZ employees compensation deferral is held in a rabbi trust and invested accordingly as directed by the employee.
As a result of the Transaction and related 2024 Credit Facilities as described in Note 2, Business Combinations, we have $1,420.9 million outstanding debt under the 2024 Credit Facilities as of December 31, 2024.
As a result of the Transaction and related 2024 Credit Facilities, we have $1,472.4 million of outstanding debt under the 2024 Credit Facilities as of December 31, 2025.
Income and expenses related to the deferred compensation plan for the years ended December 31, 2024 and 2023: 28 Table of Contents Year Ended December 31, 2024 2023 (Amounts in thousands) Operating expenses $ 18,776 $ 17,192 Corporate general and administrative expenses $ 2,367 $ 2,296 Other income, net $ 21,143 $ 19,488 Excluding the impact of the above-mentioned income and expenses related to the deferred compensation plan, the operating results for the years ended December 31, 2024 and 2023: Year Ended December 31, Year Ended December 31, 2024 2023 (Amounts in thousands, except percentages) As Reported NQDCP Adjusted % of Revenue As Reported NQDCP Adjusted % of Revenue Gross margin $ 182,469 $ 18,776 $ 201,245 11.1 % $ 223,204 $ 17,192 $ 240,396 15.1 % Operating income 73,716 21,143 94,859 5.2 % 165,239 19,488 184,727 11.6 % Other income (expense), net 13,538 (21,143) (7,605) (0.4) % 21,019 (19,488) 1,531 0.1 % Income before income tax expense 57,807 — 57,807 3.2 % 166,303 — 166,303 10.4 % Operating Expenses The following table presents our operating expenses for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 (Amounts in thousands, except percentages) Operating expenses $ 1,631,003 $ 1,367,990 Operating expenses % of revenue 89.9 % 86.0 % Operating expenses excluding deferred compensation $ 1,612,227 $ 1,350,798 Operating expenses excluding deferred compensation % of revenue 88.9 % 84.9 % Our operating expenses increased by $263.0 million.
Income and expenses related to the deferred compensation plan for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 (Amounts in thousands) Operating expenses $ 20,316 $ 18,776 Corporate general and administrative expenses $ 2,980 $ 2,367 Other income, net $ 23,296 $ 21,143 Excluding the impact of the above-mentioned income and expenses related to the deferred compensation plan, the operating results for the years ended December 31, 2025 and 2024: Year Ended December 31, Year Ended December 31, 2025 2024 (Amounts in thousands, except percentages) As Reported NQDCP Adjusted % of Revenue As Reported NQDCP Adjusted % of Revenue Gross margin $ 355,393 $ 20,316 $ 375,709 13.6 % $ 182,469 $ 18,776 $ 201,245 11.1 % Operating income 234,010 23,296 257,306 9.3 % 73,716 21,143 94,859 5.2 % Other income (expense), net 33,329 (23,296) 10,033 0.4 % 13,538 (21,143) (7,605) (0.4) % Income before income tax expense 115,444 — 115,444 4.2 % 57,807 — 57,807 3.2 % 29 Table of Contents Operating Expenses The following table presents our operating expenses for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 (Amounts in thousands, except percentages) Operating expenses $ 2,402,598 $ 1,631,003 Operating expenses % of revenue 87.1 % 89.9 % Operating expenses excluding deferred compensation $ 2,382,282 $ 1,612,227 Operating expenses excluding deferred compensation % of revenue 86.4 % 88.9 % Our operating expenses increased by $771.6 million.
The increase was primarily driven by $38.5 million higher professional service fees associated with the Transaction, a $2.9 million higher legal reserve, $2.5 million higher personnel costs, $ 1.5 million higher insurance costs and $1.1 million higher marketing expenses. Other discretionary spending increased by approximately $3.3 million to support the growth in business activities.
The increase was primarily driven by $6.6 million higher personnel costs, $6.2 million higher marketing expenses, $2.4 million higher technology costs, $2.3 million higher insurance costs and $1.6 million higher facility costs. Other discretionary spending increased by approximately $1.2 million to support the growth in business activities.
During the same period in 2023, we recorded approximately $0.2 million additional gain related to a previously sold business as additional contingent proceeds were received. 30 Table of Contents Other Income (Expense), net - The majority of “Other income (expense), net” consists of net gains and losses associated with the value of the non-qualified deferred compensation plan as discussed above, net adjustments to the fair value of our contingent purchase price liability related to prior acquisitions, as well as gains or losses related to the sale of assets.
Other Income (Expense), net - The majority of “Other income (expense), net” consists of net gains and losses associated with the value of the non-qualified deferred compensation plan as discussed above, net adjustments to the fair value of our contingent purchase price liability related to prior acquisitions, as well as gains or losses related to the sale of assets.
Intangible assets with definite lives, such as client lists and non-compete agreements, are amortized using the straight-line method over their estimated useful lives (generally ranging from three to fifteen years). We review these assets for impairment whenever events or changes in circumstances indicate an asset’s carrying value may not be recoverable.
Intangible assets with definite lives, such as client lists and non-compete agreements, are amortized using the straight-line method over their estimated useful lives (generally ranging from three to fifteen years).
Fees earned under the ASAs are recorded as revenue in the accompanying Consolidated Statements of Comprehensive Income and were $306.5 million and $259.6 million in 2024 and 2023, respectively. 31 Table of Contents Operating expenses increased by $238.5 million in 2024 as compared to 2023, primarily as a result of $178.9 million, or 22.5%, in higher personnel costs, of which acquisitions contributed approximately $141.4 million to the increase primarily driven by the Transaction in 2024.
Fees earned under the ASAs are recorded as revenue in the accompanying Consolidated Statements of Comprehensive Income and were $651.2 million and $306.5 million in 2025 and 2024, respectively. Operating expenses increased by $751.2 million in 2025, as compared to 2024, primarily as a result of $578.3 million higher personnel costs primarily driven by the Transaction in 2025.
Excluding the impact of the deferred compensation plan the Other Income (Expense), net balance for the year ended December 31, 2024 would be an expense of $7.6 million primarily related to the $7.0 million expense increase to the fair value of the contingent purchase price liability.
Other income of $13.5 million in 2024 consisted of a net gain of $21.1 million related to the deferred compensation plan. Excluding the impact of the deferred compensation plan, the Other Income (Expense), net balance for the year ended December 31, 2024, would be an expense of $7.6 million.
Total G&A expenses increased by approximately $50.8 million, or 87.6%, in 2024 as compared to 2023. The non-qualified deferred compensation plan increased G&A expenses by $2.4 million in 2024 and by $2.3 million in 2023. Excluding the impact of the deferred compensation plan, G&A expenses increased by $50.7 million in 2024 as compared to prior year.
Total G&A expenses increased by approximately $12.6 million, or 11.6%, for the year ended December 31, 2025 as compared to 2024. The non-qualified deferred compensation plan increased G&A expenses by $3.0 million in 2025 and by $2.4 million in 2024.
Strategic Use of Capital - Our overall business objective continues to focus 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 existing offerings.
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.
CAPITAL RESOURCES The following table presents our capital structure (in thousands): December 31, 2024 2023 Bank debt $ 1,420,900 $ 312,400 Stockholders' equity 1,779,983 791,618 Total capital $ 3,200,883 $ 1,104,018 Credit Facility - Our primary financing arrangement is the $2.0 billion unsecured credit facility, by and among CBIZ Operations, Inc., CBIZ, Inc. and Bank of America, N.A., as administrative agent and bank, and other participating banks, which provides us with the capital necessary to meet our working capital needs as well as the flexibility to continue with our strategic initiatives, including business acquisitions and share repurchases, and matures in 2029.
CAPITAL RESOURCES The following table presents our capital structure (in thousands): December 31, 2025 2024 Bank debt $ 1,472,400 $ 1,420,900 Stockholders' equity 1,762,067 1,779,983 Total capital $ 3,234,467 $ 3,200,883 Credit Facility - Our primary financing arrangement is the $2,000.0 million secured credit facility, which is that certain Amended and Restated Credit Agreement, by and among CBIZ Operations, Inc., as the Borrower, the Company, the several banks, financial institutions, institutional lenders and other investors from time to time party thereto as the Lenders, and Bank of America, N.A., as Agent, as Issuing Bank and as Swing Line Bank (as amended by that certain First Amendment, dated as of March 7, 2025 and as further amended by that certain Second Amendment, dated as of April 29, 2025), which provides us with the capital necessary to meet our working capital needs as well as the flexibility to continue with our strategic initiatives, including business acquisitions and share repurchases, and matures in 2029.
Total other expense, net includes a net gain of $21.1 million and a net gain of $19.5 million associated with the non-qualified deferred compensation plan in 2024 and 2023, respectively.
Total other expense, net increased by $51.8 million to $73.5 million from $21.6 million in 2024. Total other expense, net includes net gains of $23.3 million and $21.1 million associated with the non-qualified deferred compensation plan in 2025 and 2024, respectively.
Income Tax Expense The following table presents our income tax expense for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 (Amounts in thousands, except percentages) Income tax expense $ 16,769 $ 45,335 Effective tax rate 29.0 % 27.3 % The decrease in income tax expense from 2023 to 2024 was primarily driven by the reduction in pre-tax income from 2023 to 2024.
As a result, the expenses associated with the loss on assets decreased by $4.2 million in 2025 as compared to 2024. 31 Table of Contents Income Tax Expense The following table presents our income tax expense for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 (Amounts in thousands, except percentages) Income tax expense $ 45,391 $ 16,769 Effective tax rate 28.2 % 29.0 % The increase in income tax expense from 2024 to 2025 was primarily driven by the increase in pre-tax income from 2024 to 2025.
Operating expenses for the year ended December 31, 2024 included approximately $5.0 million costs related to the Transaction, and operating expenses for the year ended December 31, 2023 included approximately $1.9 million non-recurring integration and retention costs related to the acquisition of Somerset CPAs and Advisors ("Somerset").
Operating expenses for the year ended December 31, 2025, included approximately $64.3 million costs related to the Transaction for integration, and operating expenses for the year ended December 31, 2024, included approximately $5.0 million in costs related to the Transaction.
The non-qualified deferred compensation plan increased operating expenses by $18.8 million in 2024 and by $17.2 million in 2023. Excluding the non-qualified deferred compensation expenses, operating expense increased by approximately $3.6 million, primarily driven by $5.6 million higher personnel costs, offset by $1.1 million lower marketing expenses and $0.9 million lower other miscellaneous discretionary costs.
Excluding the non-qualified deferred compensation expenses, operating expense increased by approximately $15.0 million, primarily driven by $5.9 million higher professional service fees, $5.3 million higher facility costs, $2.6 million higher personnel costs, and $1.2 million higher other discretionary spending to support business growth.
The increase in operating costs was driven by $194.5 million higher personnel cost (of which the Transaction contributed approximately $128.6 million), $14.1 million higher direct costs, $11.3 million higher depreciation and amortization costs, $10.9 million higher facility costs, $10.7 million higher technology costs, $10.2 million higher travel and entertainment costs, $7.6 million higher professional fees, and $2.2 million higher bad debt expense.The increases were offset by a $0.1 million decrease in other discretionary spending.
The increase in operating expenses was driven by $581.3 million higher personnel cost, $50.4 million higher depreciation and amortization costs, $46.9 million higher facility costs, $35.8 million higher direct costs, $20.3 million higher technology costs, $16.4 million higher professional fees, $9.6 million higher travel and entertainment costs, $5.1 million higher marketing costs, $3.5 million higher bad debt expense, and $0.8 million increase in other discretionary spending.
Cash provided by operating activities was $153.5 million during 2023, consisting of net income of $121.0 million and certain non-cash items, such as depreciation and amortization expense of $36.3 million, share-based compensation expense of $12.3 million, deferred income tax of $11.3 million, bad debt expense of $1.6 million, adjustment to the fair value of contingent purchase consideration of $2.7 million, offset by $29.0 million of cash generated from working capital management.
Cash Provided by Operating Activities Cash provided by operating activities was $192.5 million during 2025, consisting of net income of $115.4 million and certain non-cash items, such as depreciation and amortization expense of $98.3 million, share-based compensation expense of $26.0 million, amortization expense of deferred financing fees of $5.5 million, bad debt expense of $7.3 million, deferred income tax of $4.6 million, and an adjustment to the fair value of contingent purchase consideration of $2.6 million, and other expense of $5.1 million, primarily consisting of a non-cash write-off of lease incentive receivables associated with terminated facility leases.
Same-unit revenue increased by $15.3 million, or 4.0%, in 2024 when compared to the same period in 2023. The increase primarily driven by a $16.3 million increase in employee benefit and retirement benefit services lines, as well as a $0.7 million increase in other project-based services, partially offset by a decrease of $1.8 million in property and casualty services.
The increase primarily driven by a $11.2 million increase in employee benefit and retirement benefit services lines, as well as a $6.1 million increase from payroll and human capital related services, partially offset by a decrease of $8.7 million in property and casualty services. Operating expenses increased by $6.4 million in 2025 as compared to 2024.
Compared to the same period in 2023, direct costs, depreciation and amortization expense, facility costs, technology costs, travel and entertainment costs, professional service costs, and allocations increased by $15.8 million, $11.6 million, $10.7 million, $7.9 million, $7.1 million, $5.9 million, and $1.6 million, respectively, as well as $1.0 million lower other discretionary costs to support business growth.
Compared to the same period in 2024, depreciation and amortization expense, direct costs, facility costs, technology costs, professional service costs, marketing costs, bad debt expense, and employee costs to support business growth increased by $51.7 million, $40.7 million, $40.1 million, $18.4 million, $10.8 million, $5.5 million, $2.8 million and $2.8 million, respectively.
Benefits and Insurance Services Year Ended December 31, 2024 2023 $ Change % Change (Amounts in thousands, except percentages) Revenue Same-unit $ 397,865 $ 382,605 $ 15,260 4.0 % Acquired businesses 3,183 — 3,183 Total revenue 401,048 382,605 18,443 4.8 % Operating expenses 328,272 310,510 17,762 5.7 % Gross margin / Operating income $ 72,776 $ 72,095 $ 681 0.9 % Total other income, net 149 2,058 (1,909) (92.8) % Income before income tax expenses $ 72,925 $ 74,153 $ (1,228) (1.7) % Gross margin percentage 18.1 % 18.8 % The Benefits and Insurance Services practice group revenue in 2024 grew by 4.8% to $401.0 million from $382.6 million in 2023.
Operating expense as a percentage of revenue decreased to 85.4% in 2025 from 89.1% in 2024. 32 Table of Contents Benefits and Insurance Services Year Ended December 31, 2025 2024 $ Change % Change (Amounts in thousands, except percentages) Revenue $ 409,633 $ 401,048 $ 8,585 2.1 % Operating expenses 334,696 328,272 6,424 2.0 % Gross margin / Operating income $ 74,937 $ 72,776 $ 2,161 3.0 % Total other income, net 1,136 149 987 662.4 % Income before income tax expenses $ 76,073 $ 72,925 $ 3,148 4.3 % Gross margin percentage 18.3 % 18.1 % The Benefits and Insurance Services practice group revenue in 2025 grew by 2.1% to $409.6 million from $401.0 million in 2024.
Earnings per diluted share was $0.78 in 2024, compared to $2.39 in 2023, with a fully diluted weighted average share count of 52.7 million shares in 2024, compared to 50.6 million shares in 2023.
Earnings per diluted share was $1.83 in 2025, compared to $0.78 in 2024, with a fully diluted weighted average share count of 63.2 million shares in 2025, compared to 52.7 million shares in 2024. Strategic Use of Capital - Our overall business objective is funding organic growth acceleration and meeting working capital needs.
Financial Services Year Ended December 31, 2024 2023 $ Change % Change (Amounts in thousands, except percentages) Revenue Same-unit $ 1,216,364 $ 1,160,686 $ 55,678 4.8 % Acquired businesses 146,175 — 146,175 Total revenue 1,362,539 1,160,686 201,853 17.4 % Operating expenses 1,213,621 975,076 238,545 24.5 % Gross margin / Operating income $ 148,918 $ 185,610 $ (36,692) (19.8) % Total other income, net 622 2,218 (1,596) (72.0) % Income before income tax expense $ 149,540 $ 187,828 $ (38,288) (20.4) % Gross margin percentage 10.9 % 16.0 % The Financial Services practice group revenue in 2024 grew by 17.4% to $1,362.5 million from $1,160.7 million in 2023.
Financial Services Year Ended December 31, 2025 2024 $ Change % Change (Amounts in thousands, except percentages) Revenue $ 2,301,462 $ 1,362,539 $ 938,923 68.9 % Operating expenses 1,964,869 1,213,621 751,248 61.9 % Gross margin / Operating income $ 336,593 $ 148,918 $ 187,675 126.0 % Total other income (loss), net (1,979) 622 (2,601) (418.2) % Income before income tax expense $ 334,614 $ 149,540 $ 185,074 123.8 % Gross margin percentage 14.6 % 10.9 % The Financial Services practice group revenue increased by 68.9% to $2,301.5 million in 2025 from $1,362.5 million in 2024.
EXECUTIVE SUMMARY Financial Year in Review - Revenue of $1,813.5 million in 2024 grew $222.3 million, or 14.0%, from revenue of $1,591.2 million in 2023. Same-unit revenue, as defined below in the "Results of Operations" section, increased by $76.9 million, or 4.8%, while acquisitions, net of divestitures, contributed $145.4 million to revenue, or 8.0%.
EXECUTIVE SUMMARY Financial Year in Review - Revenue of $2,758.0 million in 2025 grew $944.5 million, or 52.1%, from revenue of $1,813.5 million in 2024. Revenue from newly acquired operations, net of divestitures, contributed $914.2 million, or 50.4%, of incremental revenue for the year ended December 31, 2025, as compared to the same period in 2024.
In addition, other miscellaneous discretionary costs increased by approximately $0.1 million, primarily driven by higher employee costs to support business growth. Operating expense as a percentage of revenue remained relatively unchanged at 81.9% in 2024 as compared 81.2% in 2023.
Operating expense as a percentage of revenue remained relatively unchanged at 81.7% in 2025, as compared to 81.9% in 2024.
For further discussion regarding the 2024 Credit Facilities, refer to Note 10, Debt and Financing Arrangements, to the accompanying consolidated financial statements. Use of Capital - Our overall business objective continues to focus 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 existing offerings.
For further discussion regarding the 2024 Credit Facilities, refer to Note 10, Debt and Financing Arrangements, to the accompanying consolidated financial statements. Use of Capital - Our overall business objective is funding organic growth acceleration and meet working capital needs. This includes investments in client service delivery and emerging technology that support revenue growth and improve operational excellence.
In addition, G&A expenses for the year ended December 31, 2024 included $43.7 million costs related to the Transaction. G&A expenses for the year ended December 31, 2023 included $1.9 million non-recurring transaction and integration costs related to the Somerset acquisition. Total other expense, net increased by $18.4 million to $21.6 million from $3.2 million in 2023.
Other discretionary spending increased by approximately $1.2 million to support the growth in business activities. These increases were offset by an $8.3 million decrease in professional service fees. G&A expenses for the year ended December 31, 2025 and 2024 included $24.8 million and $43.7 million, respectively, of costs related to the Transaction.
Other income of $13.5 million in 2024 included a $21.1 million net gain related to the deferred compensation plan.
Other income of $33.3 million in 2025 included a $23.3 million net gain related to the deferred compensation plan. Excluding the impact of the deferred compensation plan the Other Income (Expense), net balance for the year ended December 31, 2025, would be income of $10.0 million.
G&A expenses for the year ended December 31, 2024 included a $43.7 million costs related to the Transaction. G&A expenses for the year ended December 31, 2023 included a $1.9 million non-recurring transaction and integration costs related to the Somerset acquisition.
These increases were partially offset by an $8.3 million decrease in professional service fees. 30 Table of Contents G&A expenses for the year ended December 31, 2025 and 2024 included $24.8 million and $43.7 million, respectively, of costs related to the Transaction.
Year Ended December 31, 2024 2023 $ Change % Change (Amounts in thousands, except percentages) Operating expenses $ 44,485 $ 39,344 $ 5,141 13.1 % Corporate general and administrative expenses 108,753 57,965 50,788 87.6 % Operating loss $ (153,238) $ (97,309) $ (55,929) 57.5 % Total other expense, net (21,609) (3,213) (18,396) N/M Loss before income taxes $ (174,847) $ (100,522) $ (74,325) 73.9 % Total operating expenses increased by $5.1 million in 2024 as compared to 2023.
These expenses primarily consist of certain health care costs, gains or losses attributable to assets held in our non-qualified deferred compensation plan, stock-based compensation, consolidation and integration charges, certain professional fees, certain advertising costs and other various expenses. 33 Table of Contents Year Ended December 31, 2025 2024 $ Change % Change (Amounts in thousands, except percentages) Operating expenses $ 61,000 $ 44,485 $ 16,515 37.1 % Corporate general and administrative expenses 121,383 108,753 12,630 11.6 % Operating loss $ (182,383) $ (153,238) $ (29,145) 19.0 % Total other expense, net (73,457) (21,609) (51,848) N/M Loss before income taxes $ (255,840) $ (174,847) $ (80,993) 46.3 % Total operating expenses increased by $16.5 million in 2025 as compared to 2024.
National Practices Year Ended December 31, 2024 2023 $ Change % Change (Amounts in thousands, except percentages) Revenue Same-unit $ 49,885 $ 43,966 $ 5,919 13.5 % Divested operation — 3,937 (3,937) N/M Total revenue 49,885 47,903 1,982 4.1 % Operating expenses 44,625 43,060 1,565 3.6 % Gross margin / Operating income $ 5,260 $ 4,843 $ 417 8.6 % Total other income, net 4,929 1 4,928 N/M Income before income tax expenses $ 10,189 $ 4,844 $ 5,345 110.3 % Gross margin percentage 10.5 % 10.1 % Revenue growth in this practice group was primarily driven by our cost-plus contract with a single client, which has existed since 1999.
National Practices Year Ended December 31, 2025 2024 $ Change % Change (Amounts in thousands, except percentages) Revenue $ 46,896 $ 49,885 $ (2,989) (6.0) % Operating expenses 42,033 44,625 (2,592) (5.8) % Gross margin / Operating income $ 4,863 $ 5,260 $ (397) (7.5) % Total other income, net 1,125 4,929 (3,804) (77.2) % Income before income tax expenses $ 5,988 $ 10,189 $ (4,201) (41.2) % Gross margin percentage 10.4 % 10.5 % During the year ended December 31, 2024, we completed the sale of CBIZ KA Consulting Services, LLC ("KA Consulting"), which was a component of the National Practices group.
The cost-plus contract is a five-year contract with the most recent renewal through 32 Table of Contents December 31, 2028. Revenues from this single client accounted for approximately 75% of the National Practice group’s revenue. Operating expenses have increased mainly due to increases in salary and benefits costs.
For the year ended December 31, 2024, KA Consulting contributed approximately $8.4 million of revenue. The remaining National Practice Group is primarily driven by our cost-plus contract with a single client, which has existed since 1999. The cost-plus contract is a five-year contract with the most recent renewal through December 31, 2028.
Pursuant to previously authorized share repurchase programs, we repurchased 1.3 million shares of our common stock in the open market at a total cost of approximately $65.1 million in 2023. We did not repurchase any shares of our common stock in the open market in 2024.
Under the Share Repurchase Program, we repurchased 1.5 million shares of our common stock for a total cost of $109.1 million under the ROFR Agreement and 0.9 million shares of our common stock in the open market during the year ended December 31, 2025 for a total cost of $50.9 million.
Other income of $21.0 million in 2023 consisted of a net gain of $19.5 million related to the deferred compensation plan, $2.8 million gain related to the sale of certain assets, $0.7 million interest income from non-operating investments, as well as $0.7 million miscellaneous income, offset by $2.7 million expense due to the net increase to the fair value of the contingent purchase price liability.
The increase was primarily due to $72.8 million higher interest expense, partially offset by a gain from a legal settlement of $12.5 million recorded to other income (expense), net, $4.6 million higher fair value adjustments, an increase of $1.7 million of interest income, and $0.1 million higher other adjustments.
Operating expenses increased by $17.8 million in 2024 as compared to 2023, primarily driven by $14.8 million, or 6.1%, higher personnel costs, attributable primarily to the amount of annual merit increases, bonus accruals, and investment in new sales producers. Compared to 2023, technology costs, direct costs, and professional service costs, increased by $1.4 million, $0.8 million, and $0.7 million, respectively.
This increase was primarily driven by direct costs and personnel costs which increased by $5.6 million and $1.7 million, respectively, when compared to the same period in 2024. This increase was partially offset by a decrease of $1.3 million of depreciation and amortization expenses and a decrease of $0.4 million in other miscellaneous discretionary costs.
The increase was primarily driven by $38.5 million higher professional service fees associated with the Transaction, a $2.9 million higher legal reserve, $2.5 million higher personnel costs, $ 1.5 million higher insurance costs and $1.1 million higher marketing expenses. Other discretionary spending increased by approximately $3.3 million to support the growth in business activities.
Excluding the impact of the deferred compensation plan, G&A expenses would have increased by $12.0 million in 2025 as compared to prior year. The increase was primarily driven by $6.6 million higher personnel costs, $6.2 million higher marketing expenses, $2.4 million higher technology costs, $2.3 million higher insurance costs and $1.6 million higher facility costs.
Removed
To achieve our business objective of making strategic acquisitions, our current priority for use of capital is to maximize cash flow to pay down debt, which will allow us more liquidity to make strategic acquisitions in the future.
Added
This includes investments in client service delivery and emerging technology that support revenue growth and improve operational excellence. Following the completion of the Transaction, our second priority is to pay down debt to be within a net leverage ratio range of 2.0x and 2.5x overtime.
Removed
During the year ended December 31, 2024, we completed the following five acquisitions: • Effective February 1, 2024, we acquired all of the assets of Erickson, Brown & Kloster LLC ("EBK"). EBK, based in Colorado Springs, Colorado, is a provider of a full range of accounting, tax, and financial advisory services to clients in a wide array of industries.
Added
We repurchased no shares on the open market during the year ended December 31, 2024.
Removed
Operating results for EBK are reported in the Financial Services practice group. • Effective March 1, 2024, we acquired all of the assets of CompuData, Inc ("CompuData"). CompuData, based in Philadelphia, Pennsylvania, is a provider of technology services and solutions, such as Cloud Hosting, ERP Solutions, IT Security and Managed IT Services.
Added
Shares repurchased to settle statutory employee withholding related to vesting of stock awards were 0.1 million shares at a cost of $7.8 million during the year ended December 31, 2025 and 0.2 million shares at a cost of $11.5 million during the year ended December 31, 2024.
Removed
Operating results for CompuData are reported in the Financial Services practice group. • Effective June 1, 2024, we acquired all of the assets of Educational & Institutional Insurance Administrators, Inc ("EIIA"). EIIA, based in Chicago, Illinois, is a provider of private higher education specific insurance and risk management programs and services.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+0 added−1 removed4 unchanged
Biggest changeAs of December 31, 2024, we have the following interest rate swaps outstanding (in thousands): December 31, 2024 Notional Amount Fixed Rate Expiration Interest rate swap $ 50,000 0.834% 4/14/2025 Interest rate swap $ 30,000 1.186% 12/14/2026 Interest rate swap $ 20,000 2.450% 8/14/2027 Interest rate swap $ 25,000 3.669% 4/14/2028 Interest rate swap $ 25,000 4.488% 10/14/2028 Refer to Note 7, Financial Instruments, to the accompanying consolidated financial statements for further discussion regarding interest rate swaps.
Biggest changeThere are no credit risk-related contingent features in our interest rate swaps nor do the swaps contain provisions under which we would be required to post collateral. 39 Table of Contents As of December 31, 2025, we have the following interest rate swaps outstanding (in thousands): December 31, 2025 Notional Amount Fixed Rate Expiration Interest rate swap $ 100,000 4.047% 7/14/2026 Interest rate swap $ 30,000 1.186% 12/14/2026 Interest rate swap $ 100,000 3.850% 7/14/2027 Interest rate swap $ 20,000 2.450% 8/14/2027 Interest rate swap $ 25,000 3.669% 4/14/2028 Interest rate swap $ 25,000 4.488% 10/14/2028 Interest rate swap $ 50,000 3.703% 3/14/2030 Interest rate swap $ 50,000 3.503% 4/14/2030 Interest rate swap $ 50,000 3.658% 7/14/2030 Interest rate swap $ 50,000 3.680% 7/15/2030 Refer to Note 7, Financial Instruments, to the accompanying consolidated financial statements for further discussion regarding interest rate swaps.
In connection with our payroll business, funds held for clients are segregated and invested in short-term investments, such as corporate and municipal bonds. In accordance with our investment policy, all investments 38 Table of Contents carry an investment grade rating at the time of the initial investment.
In connection with our payroll business, funds held for clients are segregated and invested in short-term investments, such as corporate and municipal bonds. In accordance with our investment policy, all investments carry an investment grade rating at the time of the initial investment.
Our balance outstanding under the 2024 Credit Facilities at December 31, 2024 was $1,420.9 million, of which $1,270.9 million is subject to rate risk. If market rates were to increase or decrease 100 basis points from the levels at December 31, 2024, interest expense would increase or decrease approximately $12.7 million annually.
Our balance outstanding under the 2024 Credit Facilities at December 31, 2025 was $1,472.4 million, of which $972.4 million is subject to rate risk. If market rates were to increase or decrease 100 basis points from the levels at December 31, 2025, interest expense would increase or decrease approximately $9.7 million annually.
Removed
There are no credit risk-related contingent features in our interest rate swaps nor do the swaps contain provisions under which we would be required to post collateral.

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