CBIZ, Inc.
For the period ended Sep 30, 2026. Filed Oct 30, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 30, 2026
CBZ$54.980.0%Stored close · as of Oct 30, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-04.
0000944148-26-000096
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-30.
0001193125-26-441755
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 10 previous paragraphs and 38 current paragraphs.
1 unchanged; 2 reworded; 32 added; 7 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 0 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
for the year ended December 31, 2025, as amended and as filed with the SEC. These risks could materially and adversely affect the business, financial condition results of operations and cash flows of CBIZ. There have been no material changes to the risk factors previously disclosed under “Risk Factors” in the Company’s Annual Report on Form
Added paragraphs (32)
Current report
(a) Recent sales of unregistered securities
Current report
During the three months ended September 30, 2026, the Company delivered 0.9 million shares of our common stock to the selling shareholders pursuant to the terms of the Marcum Transaction. The foregoing shares were issued in transactions not involving a public offering in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act. The persons to whom the shares were issued had access to full information about the Company and represented that they acquired the shares for their own account and not for the purpose of distribution. The certificates for the shares contain a restrictive legend advising that the shares may not be offered for sale, sold, or otherwise transferred without having first been registered under the Securities Act or pursuant to an exemption from the Securities Act.
Current report
(b) Shares Purchased and Delivered Under Employee Stock Purchase Plan
Current report
The Company has discovered that it inadvertently purchased and delivered from October 16, 2023 to April 15, 2026 up to 481,049 shares of its common stock (the “Eligible Shares”) in excess of the number shares available under the Company’s 2007 Employee Stock Purchase Plan (as amended from time to time, the “ESPP”) and registered on Form
Current report
registration statements.
Current report
On July 28, 2026, the Company’s board of directors approved the Company making a voluntary rescission offer to current and former eligible ESPP participants who acquired Eligible Shares pursuant to the ESPP between October 16, 2023 and April 15, 2026 (the “Eligible Participants”). There have been no additional purchases under the ESPP since April 15, 2026. The Company believes that the failure to register a sufficient number of shares of common stock under the ESPP and the voluntary rescission offer did not have a material impact on its results of operations, financial condition, or liquidity. The Company made the voluntary rescission offer to the Eligible Participates in the third quarter of 2026 and repurchased 134,195 shares of common stock for aggregate consideration of $7.3 million.
Current report
(c) Issuer purchases of equity securities
Current report
Over the past twenty years, our Board of Directors has renewed and authorized the Company’s Share Repurchase Program. On February 11, 2025, the Board of Directors renewed and authorized the Share Repurchase Program, permitting repurchases through March 31, 2026, of up to 5 million shares of our outstanding common stock (i) in the open market, (ii) in privately negotiated transactions, or (iii) under Rule
Current report
trading plans. On February 11, 2026, our Board of Directors authorized the continuation of the Share Repurchase Program. It was effective beginning on February 11, 2026, from which the amount of shares of common stock available to be purchased by the Company was reset to 5 million shares, and the Share Repurchase Program expires on Ma
Current report
Privately negotiated transactions may include purchases from our employees, officers and directors, in accordance with SEC rules. Privately negotiated transactions may also include purchases from former partners of Marcum pursuant to the Company’s right, but not obligation, to repurchase any shares issued to such former partners as consideration for the Marcum Transaction, in the event that the former partner intends to sell the shares in an open market transaction in the four years following closi
Current report
trading plans allow for repurchases during periods when we would not normally be active in the trading market due to regulatory restrictions. The Share Repurchase Program does not obligate us to acquire any specific number of shares and may be suspended at any time. Subsequent to entering into the Merger Agreement on July 28, 2026, the Company will not repurchase any shares under the Share Repurchase Program.
Current report
Shares repurchased under the Share Repurchase Program during the three months ended September 30, 2026 (reported on a trade-date basis) are summarized in the table below (amounts in thousands, except per share data). Average price paid per share includes fees and commissions.
Current report
According to the terms of our 2024 Credit Facilities, our ability to declare or make any dividend payments is limited. Refer to Note
Current report
, Debt and Financing Arrangements, to the condensed consolidated financial statements for a description of working capital restrictions and limitations on the payment of dividends.
Current report
During the quarter ended September 30, 2026, no director or officer of the Company adopted orterminated any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense condition of Rule
Current report
trading arrangement” (as defined in the Exchange Act).
Removed paragraphs (7)
Previous report
•The Proposed Merger may not be completed on the anticipated terms or timeline, or at all. The completion of the proposed Merger (as defined in Note 16. Subsequent Events) is subject to the satisfaction or waiver of a number of conditions, many of which are beyond our control, including receipt of required regulatory approvals; approval of the Merger Agreement (as defined in Note 16. Subsequent Events) by the requisite vote of the Company’s shareholders; the absence of any law or order prohibiting the transaction; and no material adverse effect having occurred since the signing of the Merger Agreement. There can be no assurance that these conditions will be satisfied in a timely manner or at all. If the proposed Merger is not completed, we may experience negative impacts, including the diversion of management attention, potential employee attrition and costs incurred in connection with the transaction, without realizing its anticipated benefits. In addition, our stock price may decline to the extent that the current market price reflects a market assumption about the likelihood and timing of the proposed Merger.
Previous report
•The pendency of the proposed Merger could adversely affect our business and operations. Uncertainty about the effect of the proposed Merger on employees, customers and other stakeholders may have an adverse effect on our business. For example, current and prospective employees may experience uncertainty about their roles following the proposed Merger, which could lead to attrition or difficulty in recruiting. In addition, customers may delay or defer decisions, which could have a material adverse effect on our business, results of operations, financial condition and cash flows. Contractual restrictions under the Merger Agreement that require us to operate our business in the ordinary course and limit us from taking certain actions without Parent’s (as defined in Note 16. Subsequent Events) consent may also limit our ability to respond to changing market conditions, pursue new opportunities or take other actions that might be beneficial to our business, which in turn could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Previous report
•Litigation relating to the proposed Merger could result in significant costs and delay completion. We may be subject to lawsuits related to the Merger Agreement and the proposed Merger. Such litigation could result in significant costs, divert management attention and delay or prevent the completion of the proposed Merger.
Previous report
•If the proposed Merger is completed, our stockholders will forgo the opportunity to realize potential future appreciation in our stock. Upon completion of the proposed Merger, our stockholders will receive the cash consideration specified in the Merger Agreement and will no longer participate in any future growth or appreciation of our business.
Previous report
•We may be required to pay a termination fee under certain circumstances. Upon termination of the Merger Agreement under specified circumstances, the Company will be required to pay to Parent a termination fee. This obligation could discourage alternative transactions that might otherwise be favorable to our shareholders.
Previous report
•We have incurred, and will continue to incur, direct and indirect costs as a result of the proposed Merger. We have incurred, and will continue to incur, significant costs and expenses, including regulatory costs, fees for professional services and other transaction costs in connection with the Merger, for which we have received little or no benefit if the proposed Merger is not completed. There are a number of factors beyond our control that could affect the total amount or the timing of these costs and expenses. Many of these fees and costs will be payable by us even if the proposed Merger is not completed and may relate to activities that we would not have undertaken other than to complete the proposed Merger.
Reworded paragraphs (2)
Previous wording
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended and as filed with the SEC. These risks could materially and adversely affect the business, financial condition results of operations and cash flows of CBIZ. There have been no material changes to the risk factors previously disclosed under "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, as amended, except for the following:
Current wording
for the year ended December 31, 2025, as amended and as filed with the SEC. These risks could materially and adversely affect the business, financial condition results of operations and cash flows of CBIZ. There have been no material changes to the risk factors previously disclosed under “Risk Factors” in the Company’s Annual Report on Form
Previous wording
We are subject to a number of risks and uncertainties as a result of the proposed Merger, including the following:
Current wording
We are subject to a number of risks and uncertainties as a result of
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
In addition to the other information set forth in this Quarterly Report on Form
Current report — wording carried from elsewhere
you should carefully consider the factors discussed under “Risk Factors” in the Company’s Annual Report on Form
Current report — wording carried from elsewhere
for the year ended December 31, 2025, as amended, except for the following: