CBIZ Inc.

10/22/2026 | Press release | Distributed by Public on 10/22/2026 11:03

Regulation FD Disclosure, Business/Financial Results (Form 8-K)

Item 2.02.

Results of Operations and Financial Condition

The information set forth in Item 7.01 below is incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure

On October 19, 2026, CBIZ, Inc. ("CBIZ", the "Company", "we", "our" or "us") furnished a Current Report on Form 8-K and issued a press release announcing the Company's financial results for the three and nine months ended September 30, 2026 (collectively, the "Prior Form 8-K").

As part of a potential debt financing transaction in connection with the previously announced pending acquisition of CBIZ by an affiliate of Grant Thornton in the U.S. ("Grant Thornton"), we anticipate disclosing to prospective debt investors the following information, which has not yet been publicly reported.

In connection with CBIZ's on-going quarter-end closing procedures and financial review, CBIZ identified additional one-time legal expenses in the amount of approximately $15 million, which was not reflected in the Prior Form 8-K and which CBIZ intends to reflect in its quarterly report filed on Form 10-Q for the quarterly period ended September 30, 2026. CBIZ anticipates this additional expense will decrease net income by approximately $10.5 million (net of tax), but will not impact the disclosed Adjusted Net Income (Loss), Adjusted Diluted EPS or Adjusted EBITDA (as such additional expense amounts will be added back to net income (loss) as transactional and corporate project related legal and professional services costs). The information furnished in this Form 8-K is not complete and should be read only in conjunction with the information provided in the Prior 8-K.

The information set forth in this Item 7.01 is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), except as expressly set forth by specific reference in such filing.

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