CBIZ (NYSE: CBZ) extends share repurchase plan for up to 5M shares

Rhea-AI Filing Summary

CBIZ, Inc. announced that its Board of Directors has authorized the continuation of the company’s long-running share repurchase program. The new authorization allows CBIZ to buy back up to 5 million shares of its common stock and runs through March 31, 2027.

The program replaces the prior authorization from February 11, 2025 and permits purchases in the open market, in privately negotiated deals, and under Rule 10b5-1 trading plans, subject to credit facility limits. CBIZ expects to fund any repurchases with operating cash flow and borrowings under its credit facility, but is not obligated to buy any specific number of shares.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

February 11, 2026

Date of Report (Date of earliest event reported)

CBIZ, Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-32961

22-2769024

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

5959 Rockside Woods, Blvd. N. Suite 600

Independence, Ohio 44131

(Address of principal executive offices, including zip code)

216-447-9000

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange On which registered

Common Stock, $0.01 Par Value

CBZ

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

☐    Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01    Other Events.

On February 11, 2026, the Board of Directors (the “Board”) of CBIZ, Inc. (the “Company”) authorized the continuation of the Company’s Share Repurchase Program, which has been authorized annually for more than twenty years. Pursuant to the Board’s authorization, the number of shares of common stock available to be purchased by the Company is 5 million shares, and the Share Repurchase Program expires March 31, 2027. The Share Repurchase Program supersedes and replaces the repurchase program authorized by the Board on February 11, 2025.

The Share Repurchase Program allows the Company to purchase shares of its common stock from time to time (i) in the open market, (ii) in privately negotiated transactions, or (iii) under Rule 10b5-1 trading plans. Open market purchases may be structured to occur in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended. Privately negotiated transactions may include purchases from employees, officers and directors, in accordance with SEC rules. Privately negotiated transactions may also include purchases from former partners of Marcum LLP pursuant to the Company’s right, but not obligation, to repurchase any shares issued to such former partners as consideration for the Company’s acquisition, in the event that the former partner intends to sell the shares in a market transaction in the four years following closing. The Company may also, from time to time, enter into Rule 10b5-1 trading plans to facilitate repurchases of its shares under this authorization, which will allow for repurchases during periods when the Company would not normally be active in the trading market due to regulatory restrictions. The Share Repurchase Program does not obligate the Company to acquire any specific number of shares and may be suspended at any time. Any repurchases would only be made to the extent permitted under the Company’s current or any future credit facility.

The Company anticipates that it will obtain all of the funds necessary to purchase shares under the Share Repurchase Program, and to pay related fees and expenses, from operating cash flow and by borrowing under its credit facility.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 17, 2026

CBIZ, Inc.

By:						/s/ Jaileah X. Huddleston
Name:						Jaileah X. Huddleston
Title:						Senior Vice President, Chief Legal Officer, and Corporate Secretary

FAQ

What did CBIZ (CBZ) announce in this 8-K filing?

CBIZ announced a renewed share repurchase program authorizing buybacks of up to 5 million common shares through March 31, 2027. The program continues a more than twenty-year practice and replaces the prior authorization approved on February 11, 2025.

How many CBIZ (CBZ) shares can be repurchased under the new program?

The authorization covers up to 5 million CBIZ common shares. These repurchases may be executed over time in the open market, through privately negotiated transactions, or under Rule 10b5-1 trading plans, giving CBIZ flexibility in how and when it conducts buybacks.

When does the CBIZ (CBZ) share repurchase program expire?

The renewed share repurchase program expires on March 31, 2027. Until that date, CBIZ may repurchase shares at its discretion, subject to its credit facility and market conditions, and can suspend the program at any time without obligation to repurchase a set amount.

How will CBIZ (CBZ) fund its share repurchases?

CBIZ expects to fund repurchases with operating cash flow and credit facility borrowings. The company anticipates obtaining all necessary funds, including related fees and expenses, from its ongoing business cash generation and available borrowing capacity under its existing credit arrangements.

What purchase methods are allowed under the CBIZ (CBZ) repurchase program?

CBIZ may repurchase shares in the open market, privately, or via Rule 10b5-1 plans. Open market transactions may follow Rule 10b-18 guidelines, while private deals can involve employees, officers, directors, and certain former Marcum LLP partners under agreed terms.

Does the CBIZ (CBZ) repurchase program require the company to buy shares?

No, the program does not obligate CBIZ to buy any specific number of shares. The company can decide whether, when, and how many shares to repurchase, and it may suspend the program at any time, subject to its credit facility conditions.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB