Material Event (Form 8-K)

Item 8.01 Other Events.

Voluntary Rescission Offer

CBIZ, Inc. (the "Company", "we", "us" or "our") 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 of shares available under its 2007 Employee Stock Purchase Plan (as amended from time to time, the "ESPP") and registered on Form S-8 registration statements. On July 28, 2026, the Company's board of directors (the "Board") approved the Company making a voluntary rescission offer to current and former eligible participants who acquired Eligible Shares pursuant to the ESPP between October 16, 2023 and April 15, 2026 ("Eligible Participants"). There have been no additional purchases under the ESPP since April 15, 2026.

As discussed further below, the Company believes that the failure to register a sufficient number of shares of common stock under the ESPP and the planned voluntary rescission offer will not have a material impact on its results of operations, financial condition, or liquidity, and that the Company's previously issued consolidated financial statements fairly present, in all material respects, the financial condition, results of operations and cash flows of the Company for all periods presented in accordance with U.S. generally accepted accounting principles. Further, because the ESPP was an open-market plan, Eligible Shares purchased and delivered thereunder were acquired on the open market at current market prices, and treasury stock and total shares of common stock authorized, issued, and outstanding were not impacted for any prior period.

The voluntary rescission offer will give Eligible Participants the option to either (i) sell their Eligible Shares to the Company for the discounted ESPP price (i.e., at 15% discount to market price) paid by each such Eligible Participant for the applicable Eligible Shares, plus statutory interest, but only if the Company's common stock is worth less than the discounted ESPP price paid by the Eligible Participant for the Eligible Shares, plus interest, at the end of the rescission offer period, and/or (ii) if an Eligible Participant previously sold their Eligible Shares for a loss, be paid the difference between the discounted ESPP price paid by such applicable Eligible Participant for the Eligible Shares and the price the applicable Eligible Participant received when they sold such Eligible Shares, plus statutory interest.

If all Eligible Participants elect to participate in the voluntary rescission offer, the Company could be required to make aggregate payments of up to approximately $20.2 million (calculated as of June 30, 2026), which includes estimated statutory interest. The actual aggregate payments may be lower depending on the number of Eligible Participants who elect to participate in the voluntary rescission offer. In addition, the Company will also incur costs relating to tax reimbursement and third-party expenses.

The Company currently intends to make the voluntary rescission offer to the Eligible Participants in the third quarter of 2026. The description in this report of the voluntary rescission offer does not purport to be complete and is qualified in its entirety by reference to the full text of the applicable documents that the Company intends to file with the Securities and Exchange Commission (the "SEC") in connection with the voluntary rescission offer, which documents would provide, among other things, the terms, duration and conditions of the voluntary rescission offer.

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This report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Material Weaknesses in Internal Control Over Financial Reporting

The Company determined that the total number of shares of common stock purchased and delivered pursuant to the ESPP to plan participants exceeded the amount authorized under the ESPP and previously registered on Form S-8 registration statements and resulted in an obligation to remediate this matter. In connection with evaluating the impact of the purchase and delivery of the Eligible Shares and the planned voluntary rescission offer, management identified a material weakness in the Company's internal control over financial reporting relating to the administration of the ESPP (the "ESPP Material Weakness"). In the evaluation, the Company determined that it did not effectively design and implement controls to ensure share purchases and deliveries associated with the ESPP did not exceed the amount authorized under the ESPP and registered with the SEC.

Further, during the fourth quarter of 2025, the Company completed certain organizational reporting changes which resulted in a realignment and re-aggregation of certain reporting units in both the Financial Services and Benefits and Insurance Services practice groups, which resulted in new reporting units that align the internal reporting structure with the services provided by these practice groups. The Company's reportable segments and overall number of reporting units did not change as a result of the organizational reporting changes. However, the reporting units within the segments were impacted by the organizational reporting changes. In connection with the controls assessment for the quarter ended June 30, 2026, management identified a material weakness in the Company's internal control over financial reporting relating to its goodwill reassignment among reporting units for purposes of impairment assessment, which under U.S. GAAP directs that goodwill should be assigned to the affected reporting units based on their relative fair value before the realignment. Management determined that the Company did not maintain the accounting expertise necessary to apply the relevant technical accounting literature and effectively design and implement internal controls over the non-routine goodwill reassignment among reporting units (the "Goodwill Material Weakness," and together with the ESPP Material Weakness, the "Material Weaknesses").

The control deficiencies relating to the ESPP Material Weakness resulted in immaterial revisions as further described below for the quarter ended March 31, 2026. The control deficiencies relating to the Goodwill Material Weakness did not have any impact on, or result in any impairment to, the goodwill reported on the Company's consolidated financial statements for the year ended December 31, 2025 and for the three and six months ended June 30, 2026. However, the Material Weaknesses created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis. Therefore, as a result of the Material Weaknesses, management concluded that the Company's internal control over financial reporting was not effective as of December 31, 2025.

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Plan for Remediation of the Material Weaknesses

The Company is committed to addressing the Material Weaknesses and has begun to implement changes designed to improve its internal control over financial reporting and to remediate the Material Weaknesses. With respect to the ESPP Material Weakness, the Company will enhance, redesign and implement new controls designed to ensure the cumulative share purchases, deliveries and compliance are within authorized share limits. With respect to the Goodwill Material Weakness, the Company will enhance the design of its goodwill review controls, including ensuring professionals with the technical U.S. GAAP knowledge, experience, and training necessary are utilized when accounting for complex, non-routine and infrequently occurring accounting matters.

As management continues to evaluate and enhance the Company's internal control over financial reporting, it may take additional measures to address control deficiencies or modify certain remediation activities described above. The identified Material Weaknesses will not be considered remediated until the applicable remediated controls have operated for a sufficient period of time and management has concluded, through testing, that such controls are operating effectively.

Non-Reliance on Previously Issued Internal Control Reports

As a result of the Material Weaknesses, on July 28, 2026, the Audit Committee of the Board determined, based on the recommendation of management and in consultation with the Company's independent registered public accounting firm KPMG LLP, that management's conclusions on internal control over financial reporting and related disclosure controls and procedures as of December 31, 2025 included in Item 9A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 26, 2026 (as amended on March 2, 2026, the "2025 Form 10-K") should no longer be relied upon. Additionally, KPMG LLP's opinion on the Company's internal control over financial reporting as of December 31, 2025 included within the Report of Independent Registered Public Accounting Firm in the 2025 Form 10-K should no longer be relied upon. For the avoidance of doubt, KPMG LLP has not withdrawn its opinion on the Company's consolidated financial statements included in the 2025 Form 10-K, which can still be relied upon.

The Company expects to file a second amendment to the 2025 Form 10-K (the "Form 10-K Amendment"). The Company expects that the Form 10-K Amendment will, among other things, include the correction of management's previous determinations that the Company's internal control over financial reporting and related disclosure controls and procedures were effective as of the period covered by the report. The Company expects to report on the Material Weaknesses, as well as any related remediation efforts. The Company further expects that the Form 10-K Amendment will amend and restate KPMG LLP's Report of Independent Registered Public Accounting Firm to express an adverse opinion on the effectiveness of the Company's internal control over financial reporting as of December 31, 2025 associated with the material weaknesses.

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Immaterial Revisions of Consolidated Financial Statements

In accordance with the guidance in Staff Accounting Bulletin ("SAB") No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company determined, after an evaluation of both quantitative and qualitative factors, that the purchase and delivery of the Eligible Shares did not have a material impact on the results of operations or financial position for any of the Company's historical annual or interim periods. However, management concluded that, as a result of the purchase and delivery of the Eligible Shares, immaterial revisions should be made to the Company's historical condensed consolidated financial statements for the quarter ended March 31, 2026. Accordingly, the Company expects to present revisions to the previously issued interim financial information for the three months ended March 31, 2026 in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, as follows:

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The control deficiencies relating to the Goodwill Material Weakness did not have any impact on, or result in any impairment to, the goodwill reported in the Company's consolidated financial statements for the year ended December 31, 2025 and for the three and six months ended June 30, 2026.