Grant Thornton Advisors to buy CBIZ (NYSE: CBZ) for $5B at $55 per share

Rhea-AI Filing Summary

CBIZ, Inc. agreed to be acquired by Viking ParentCo, an affiliate of Grant Thornton Advisors backed by New Mountain Capital, in an all-cash merger valuing CBIZ at an enterprise value of $5 billion. Each outstanding CBIZ share will be converted into the right to receive $55.00 in cash, representing a premium of approximately 54% to the company’s 30-day volume-weighted average share price.

The board unanimously approved the merger agreement, plans to recommend that shareholders adopt it, and secured $5.2 billion of committed financing for Parent. Closing is expected in the fourth quarter of 2026, subject to shareholder approval, antitrust clearance under the Hart-Scott-Rodino Act, absence of a Company Material Adverse Effect, and other customary conditions. CBIZ may actively solicit alternative proposals during a go-shop period ending at 11:59 p.m. Eastern Time on August 27, 2026, after which customary no-shop restrictions apply.

The agreement includes a $107,500,000 company termination fee (reduced to $49,600,000 in certain go-shop or Excluded Party scenarios) and a $198,400,000 parent termination fee, supported by a limited guarantee from Grant Thornton Advisors LLC. In connection with the transaction, CBIZ adopted a Change in Control Severance Plan and approved transaction and retention bonuses, including $1,302,000, $812,000 and $486,000 for three named executive officers.

Positive

• All-cash sale at $55.00 per share, a consideration representing an approximate 54% premium to CBIZ’s 30-day volume-weighted average share price.

Negative

• None.

Filing Explained

If completed, CBIZ’s Benefits and Insurance Services segment is planned to separate, while severance and retention obligations activate around the change in control.

As of July 28, 2026, the merger agreement was signed but the transaction was not complete; if it closes, CBIZ’s Benefits and Insurance Services segment is planned to become a standalone entity backed by New Mountain Capital.

The new change-in-control severance plan covers qualifying terminations without Cause or for Good Reason, with cash severance of 0.5x to 3x annual compensation, a prorated target bonus, and health-coverage payments for 6 to 36 months.

The retention program pays 25% of an award at consummation and 75% six months later, generally subject to continued employment; separate transaction bonuses are payable shortly after the merger agreement was entered.

The filing says the segment separation and most retention payments depend on consummation, while shareholder adoption, regulatory clearance, and other closing conditions remain unresolved.

8-K Event Classification

4 items: 1.01, 5.02, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Merger consideration per share: $55.00 per Share in cash Enterprise value: $5 billion Premium to 30-day VWAP: approximately 54% +5 more

8 metrics

Merger consideration per share $55.00 per Share in cash Cash consideration for each CBIZ common share in the merger

Enterprise value $5 billion All-cash acquisition of CBIZ by Grant Thornton Advisors

Premium to 30-day VWAP approximately 54% Increase over CBIZ’s 30-day volume-weighted average share price

Parent financing commitments $5.2 billion Aggregate equity and debt financing committed to Parent to fund the transaction

Company Termination Fee $107,500,000 Payable by CBIZ to Parent in specified termination scenarios

Reduced Company Termination Fee $49,600,000 Lower fee if CBIZ terminates during the go-shop or for an Excluded Party superior proposal

Parent Termination Fee $198,400,000 Payable by Parent to CBIZ in certain failure-to-close or breach circumstances

Go-Shop Period end 11:59 p.m. Eastern Time on August 27, 2026 Deadline for CBIZ to actively solicit alternative acquisition proposals

Key Terms

Go-Shop Period, Superior Proposal, Company Material Adverse Effect, Company Termination Fee, +2 more

6 terms

Go-Shop Period financial

"continuing until 11:59 p.m. Eastern Time on August 27, 2026 (the “Go-Shop Period”)"

A go‑shop period is a short, agreed window after a sale agreement where the company being acquired can actively seek better offers from other buyers. Think of it as a limited auction allowed after a handshake; it can drive up the final sale price, change the likelihood a deal closes, and alter the risk that the originally announced buyer will be replaced or pay a breakup fee, so investors watch it for potential value or uncertainty.

Superior Proposal financial

"that the Board determines in good faith ... constitutes or would reasonably be expected to lead to a Superior Proposal"

A superior proposal is a competing offer to buy or merge with a company that is materially better than an existing deal, typically offering higher cash, stronger terms, or fewer conditions. It matters to investors because it can raise the expected payout or change deal certainty—like getting a higher bid at an auction, a superior proposal can increase share value or prompt renegotiation of the transaction.

Company Material Adverse Effect financial

"no Company Material Adverse Effect having occurred since the signing of the Merger Agreement"

A company material adverse effect is a significant, harmful change in a company’s business, financial condition, or operations that makes it much less valuable or viable. Investors care because this kind of change can trigger contract protections, delay or cancel deals, and often leads to a sharp re-evaluation of the stock — like discovering a serious health problem that suddenly changes future prospects and insurance coverage.

Company Termination Fee financial

"the Company will be required to pay to Parent ... a termination fee of $107,500,000 (the “Company Termination Fee”)"

Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory

"the expiration of the waiting period ... under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"

Change in Control Severance Plan financial

"the Board adopted the CBIZ, Inc. Change in Control Severance Plan (the “CIC Severance Plan”)"

A change in control severance plan is an agreement that pays executives or employees if a company is sold, merged, or otherwise taken over and they lose their jobs or see their role materially changed. Think of it like a contractual safety net that can require the buyer to pay sizable lump sums or ongoing compensation; investors care because those payments change the cost of a takeover, affect deal negotiations, and influence management’s incentives during merger talks.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/29/2026 - 08:13 AM Accepted by SEC EDGAR 07/29/2026 - 08:12 AM Learn about SEC filing dates

FAQ

What transaction did CBIZ (CBZ) announce with Grant Thornton Advisors?

CBIZ agreed to be acquired by Viking ParentCo, an affiliate of Grant Thornton Advisors backed by New Mountain Capital, in an all-cash merger with an enterprise value of $5 billion. CBIZ will become a wholly owned subsidiary after completion.

How much will CBIZ (CBZ) shareholders receive per share in the merger?

CBIZ shareholders will receive $55.00 in cash per share for each share of common stock. This price represents an approximate 54% premium to CBIZ’s 30-day volume-weighted average share price before the announcement of the transaction.

When is the CBIZ (CBZ) acquisition expected to close and what approvals are needed?

The acquisition is expected to close in the fourth quarter of 2026, subject to approval by a majority of outstanding CBIZ shares, expiration of the Hart-Scott-Rodino waiting period, absence of a Company Material Adverse Effect, and satisfaction of other customary closing conditions.

What is the go-shop period in the CBIZ (CBZ) merger agreement?

CBIZ may solicit and negotiate alternative acquisition proposals during a go-shop period ending at 11:59 p.m. Eastern Time on August 27, 2026. After this period, CBIZ becomes subject to customary no-shop restrictions, with limited exceptions for superior proposals.

What termination fees are included in the CBIZ (CBZ) merger agreement?

CBIZ may owe a $107,500,000 Company Termination Fee, reduced to $49,600,000 in certain go-shop or Excluded Party scenarios. Parent may owe a $198,400,000 Parent Termination Fee if it fails to close or breaches under specified conditions, supported by a limited guarantee.

How are CBIZ (CBZ) executives compensated in connection with the change in control?

CBIZ adopted a Change in Control Severance Plan providing 0.5x–3x annual compensation multiples, prorated bonuses and health benefit coverage, subject to a release. Transaction and retention bonuses include $1,302,000, $812,000 and $486,000 for three named executive officers.

How is the CBIZ (CBZ) acquisition financed?

Parent and its affiliates obtained commitments for $5.2 billion of equity and debt financing from New Mountain Capital-related funds and other sources. These funds are intended to cover Parent’s payment obligations in the merger and related fees and expenses, subject to customary closing conditions.

false 0000944148 0000944148 2026-07-28 2026-07-28

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

July 28, 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 par value $0.01 per share		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 1.01. Entry into a Material Definitive Agreement.

On July 28, 2026, CBIZ, Inc., a Delaware corporation (the “Company” or “CBIZ”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Viking ParentCo, Inc., a Delaware corporation (“Parent”), and Viking MergerCo, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly owned subsidiary of Parent. Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement.

The board of directors of the Company (the “Board”) has unanimously approved and declared advisable the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement and determined that the Merger is fair to, and in the best interests of, the Company and its stockholders. The Board has also resolved to recommend to the Company’s stockholders that the Company’s stockholders vote to adopt the Merger Agreement.

The Merger

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of the Company (the “Shares” and each a “Share”) issued and outstanding immediately prior to the Effective Time ((a) other than Shares owned by (i) Parent or Merger Sub or any of their respective Subsidiaries, (ii) the Company as treasury stock, (iii) the Company’s direct or indirect wholly-owned subsidiaries (each such Share referred to in clauses (i), (ii) and (iii), an “Excluded Share” and, collectively, the “Excluded Shares”) and (iv) stockholders who have perfected and not withdrawn a demand for appraisal rights in accordance with Section 262 of the Delaware General Corporation Law (such stockholders, “Dissenting Stockholders”) and (b) including for the avoidance of doubt, Shares, other than the Performance Shares (as defined in the Marcum Agreement, the “Marcum Performance Shares”) issued immediately prior to the Effective Time in accordance with the terms of the Marcum Agreement), will be converted into the right to receive $55.00 per Share in cash, without interest thereon (the “Merger Consideration”).

Treatment of Equity Awards and Marcum Performance Shares

Immediately prior to the Effective Time (but contingent upon the Effective Time), each outstanding equity award will be treated as follows:

• Each outstanding option to purchase Shares (a “Company Option”) that was granted under the 2019 CBIZ, Inc. Omnibus Incentive Plan (the “Company Stock Plan”) will be cancelled and converted automatically into the right to receive an aggregate amount in cash equal to the product of (a) the excess (if any) of the Merger Consideration over the applicable exercise price per Share underlying such Company Option and (b) the total number of Shares subject to such Company Option.

• Each outstanding restricted stock unit granted under the Company Stock Plan that is subject solely to time-based vesting conditions (a “Company RSU”) that is vested as of immediately prior to the Effective Time and each Marcum Performance Share, in each case, will be cancelled and converted automatically into the right to receive the Merger Consideration.

• Each Company RSU that is unvested as of immediately prior to the Effective Time will be cancelled and converted automatically into the right to receive (such right, a “Replacement RSU Award”) an

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amount in cash equal to the Merger Consideration, which Replacement RSU Award will vest and become payable, subject to compliance with Section 409A of the United States Internal Revenue Code of 1986, as amended (the “Code”) and the holder’s continued employment with the Parent or its Affiliates, including the Surviving Corporation (subject to certain termination protections set forth below), on the same vesting schedule as the corresponding Company RSU would have vested pursuant to the terms thereof; provided that such Replacement RSU Award will vest in full upon the holder’s (a) termination without Cause, (b) death, (c) termination due to Disability, (d) termination due to Normal Retirement, or (e) resignation for Good Reason.

• Each outstanding performance share unit granted under the Company Stock Plan that is subject to performance-based vesting conditions (a “Company PSU”) that is vested immediately prior to the Effective Time will be cancelled and converted automatically into the right to receive an amount in cash equal to the product of (i) the Merger Consideration and (ii) the number of Shares issuable in settlement of such vested Company PSU.

• Each Company PSU that is unvested as of immediately prior to the Effective Time will be cancelled and converted automatically into the right to receive (such right, a “Replacement PSU Award”) an amount in cash equal to the product of (a) the Merger Consideration and (b) the number of Shares issuable in settlement of such award of Company PSUs, determined based on the achievement of target performance, which Replacement PSU Award will vest and become payable, subject to compliance with Section 409A of the Code and the holder’s continued employment with the Parent or its Affiliates, including the Surviving Corporation (subject to certain termination protections set forth below), on the last day of the performance period applicable to such corresponding Company PSU; provided that such Replacement PSU Award will vest in full upon the holder’s (a) termination without Cause, (b) death, (c) termination due to Disability, (d) termination due to Normal Retirement, or (e) resignation for Good Reason.

• Each outstanding unit (a “Company Unit”) granted under the CBIZ Equity Aligned Cash Bonus Plan (the “EACB”) that is vested as of immediately prior to the Effective Time will be cancelled and converted automatically into the right to receive the Merger Consideration.

• Each Company Unit that is unvested as of immediately prior to the Effective Time will be assumed by Parent (the “Assumed Units”) and continue to vest, subject to the holder’s continued employment with the Parent or its Affiliates, including the Surviving Corporation (subject to certain termination protections set forth below), in accordance with the terms of the EACB and the award agreement governing such Company Unit; provided that such Assumed Unit will vest in full upon the holder’s (a) termination without Cause, (b) death, (c) termination due to Disability, (d) termination due to Normal Retirement, or (e) resignation for Good Reason. Parent will pay (or cause the Surviving Corporation to pay) an amount in cash equal to the Merger Consideration in respect of each Assumed Unit that becomes vested.

• Each outstanding share of restricted stock granted under the Company Stock Plan (a “Company Restricted Stock” award) that is (i) vested as of immediately prior to the Effective Time or (ii) held by any non-employee director of the Company will be cancelled and converted automatically into the right to receive the Merger Consideration.

• Each share of Company Restricted Stock that is unvested as of immediately prior to the Effective Time will be cancelled and converted automatically into the right to receive (such right, a “Replacement Restricted Stock Award”) an amount in cash equal to the Merger Consideration,

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which Replacement Restricted Stock Award will vest and become payable, subject to the holder’s continued employment with the Parent or its Affiliates, including the Surviving Corporation (subject to certain termination protections set forth below), on the same vesting schedule as the corresponding share of Company Restricted Stock; provided that such Replacement Restricted Stock Award will vest in full upon the holder’s (a) termination without Cause, (b) death, (c) termination due to Disability, (d) termination due to Normal Retirement, or (e) resignation for Good Reason.

• Prior to the Effective Time, the CBIZ, Inc. Employee Stock Purchase Plan will be terminated.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of the Company, with respect to, among other things, (i) organization, good standing and qualifications, (ii) capital structure, (iii) authorization to enter into the Merger Agreement, (iv) consents and approvals, (v) financial statements, (vi) absence of changes, (vii) litigation, (viii) undisclosed liabilities, (ix) employee benefits, (x) labor matters, (xi) compliance with laws and licenses, (xii) material contracts, (xiii) takeover statutes, (xiv) environmental matters, (xv) taxes, (xvi) intellectual property, (xvii) data privacy and artificial intelligence, (xviii) insurance, (xix) real property, (xx) affiliate transactions, (xxi) brokers, (xxii) opinion of financial advisor, (xxiii) broker-dealer matters, (xxiv) investment adviser matters, (xxv) compliance with insurance regulatory requirements, (xxvi) fiduciary assets and (xxvii) top clients, vendors and carriers. The Merger Agreement also includes certain materiality and knowledge qualified representations and warranties of the Company regarding the CPA Firms. The Merger Agreement also contains customary representations and warranties of Parent and Merger Sub with respect to, among other things, (i) entity organization, good standing and qualification, (ii) ownership, (iii) authorization to enter into the Merger Agreement, (iv) consents and approvals, (v) litigation, (vi) brokers, (vii) financing ability, (viii) the Limited Guarantee and (ix) solvency. The representations and warranties of the parties contained in the Merger Agreement will terminate and be of no further force and effect as of the closing of the transactions contemplated by the Merger Agreement. The representations and warranties made by the Company are qualified by disclosures made in disclosure schedules and its Securities and Exchange Commission (“SEC”) filings made of or after the Applicable Date and prior to the one calendar day prior to the date of this Agreement.

Covenants

The Merger Agreement contains covenants of the parties customary for a transaction of this type, including, among other things, covenants not to solicit alternative transactions during certain periods or to provide information or enter into discussions in connection with alternative transactions, subject to certain exceptions described below and to allow the Board to exercise its fiduciary duties in accordance with the Merger Agreement.

During the period beginning on the date of the Merger Agreement and continuing until 11:59 p.m. Eastern Time on August 27, 2026 (the “Go-Shop Period”), the Company and its representatives may solicit, initiate, knowingly encourage or knowingly facilitate any alternative acquisition proposal from third parties, participate in discussions and negotiations with such third parties regarding any acquisition proposal or provide nonpublic information to any persons related to any acquisition proposal (pursuant to a confidentiality agreement with each such person which complies with the terms of the Merger Agreement). Following expiration of the Go-Shop Period, the Company will be subject to customary “no-shop” restrictions on its ability to solicit, initiate, knowingly encourage or knowingly facilitate any alternative acquisition proposals from third parties, participate in discussions or negotiations with such third parties regarding such alternative acquisition proposals or provide nonpublic information to such third parties.

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However, subject to the terms and conditions of the Merger Agreement, the Company may, until 15 days after the end of the Go-Shop Period, continue solicitation of, or discussions or negotiations with, third parties from whom a bona fide written acquisition proposal was received during the Go-Shop Period that the Board determines in good faith prior to the No-Shop Period Start Date, after consultation with its outside legal counsel and financial advisor, constitutes or would reasonably be expected to lead to a Superior Proposal and that the failure to evaluate such alternative acquisition proposal would be inconsistent with the Company directors’ fiduciary duties under applicable law (each such third party, an “Excluded Party”). In addition, the Company has agreed that, subject to certain exceptions, the Board will not withdraw its recommendation that the Company’s stockholders vote to adopt the Merger Agreement and approve the Merger.

Conditions to Closing

The parties’ respective obligations to consummate the Merger are subject to the satisfaction or waiver of customary conditions set forth in the Merger Agreement, including, among others: (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding Shares, (ii) the expiration of the waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the absence of any law or governmental order from any governmental entity of competent jurisdiction prohibiting the Merger, (iv) no Company Material Adverse Effect having occurred since the signing of the Merger Agreement and (v) certain other customary conditions relating to the parties’ representations and warranties in the Merger Agreement and the performance of their respective obligations, provided, that notwithstanding satisfaction of the closing conditions, Parent and Merger Sub will not be required to effect the Closing until the earlier of (i) a Business Day during the Marketing Period specified by Parent on no less than two Business Days’ prior written notice and (ii) the third Business Day following the final day of the Marketing Period.

Termination

The Merger Agreement contains certain customary termination rights for the Company and Parent, including (i) the right of the Company to terminate the Merger Agreement to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, subject to specified limitations and requirements, and (ii) the right of Parent to terminate the Merger Agreement if the Board changes its recommendation that the Company’s stockholders vote to adopt the Merger Agreement and approve the Merger as described in the Merger Agreement. In addition to the foregoing termination rights and certain other termination rights set forth in the Merger Agreement, and subject to certain limitations, either party may terminate the Merger Agreement if the Merger is not consummated by July 28, 2027 (the “Termination Date”). The Company additionally has the ability to terminate the Merger Agreement if all of Parent’s and Merger Sub’s conditions to closing have been and continue to be satisfied or waived, Parent fails to consummate the Merger on the date on which the Closing should have occurred, the Company has irrevocably confirmed in writing to Parent that all conditions to the Closing have been satisfied or waived and the Company is prepared to consummate the Closing on the date of such written notice and throughout the subsequent three (3) business day period and Parent fails to consummate the Merger within three (3) business days following receipt of such written notice.

Upon termination of the Merger Agreement if (i) Parent terminates the Merger Agreement because the Board has changed its recommendation that the Company’s stockholders vote in favor of the Merger, (ii) (A) Parent or Company terminates the Merger Agreement following the Termination Date and no stockholder approval has been received at such time, or for failure to obtain stockholder approval for the transaction, or Parent terminates the Merger Agreement due to the Company’s uncured breach of the Merger Agreement, (B) prior to such termination, an acquisition proposal for a majority sale was made to

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the Company or publicly proposed and announced and (C) concurrently or within twelve (12) months after the date of such termination the Company enters into a definitive agreement with respect to, or consummates, any acquisition proposal or (iii) the Company terminates the Merger Agreement to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, the Company will be required to pay to Parent, within two (2) business days after such termination in the case of clause (i), concurrently with the entry into such definitive agreement or such closing in the case of clause (ii) or concurrently with such termination in the case of clause (iii), a termination fee of $107,500,000 (the “Company Termination Fee”); provided, that if the Company terminates the Merger Agreement pursuant to clause (iii) during the Go-Shop Period or to enter into an Alternative Acquisition Agreement with an Excluded Party, such fee shall instead be equal to $49,600,000.

Parent will be required to pay or cause to be paid to the Company a termination fee of $198,400,000 (the “Parent Termination Fee”), (i) if the Company terminates the Merger Agreement because of either (A) a failure of Parent to consummate the Merger when required to or (B) Parent’s or Merger Sub’s uncured breach of the Merger Agreement such that certain of the Company’s conditions to the Closing would not be satisfied, or (ii) the Parent terminates the Merger Agreement because the Termination Date has passed at a time when the Company could have terminated the Merger Agreement based on the circumstances in clause (i) .

Limited Guarantee

Concurrently with the execution of the Merger Agreement, Grant Thornton Advisors LLC (the “Guarantor”) entered into a limited guarantee (the “Limited Guarantee”) with the Company, pursuant to which the Guarantor has provided a limited guarantee with respect to the payment of the Parent Termination Fee, as well as certain reimbursement obligations that may be owed by Parent pursuant to the Merger Agreement, in each case subject to the terms of the Merger Agreement and of such Limited Guarantee.

Financing Letters

Concurrently with the execution of the Merger Agreement, pursuant to the terms of equity and debt commitment letters entered into by Parent and/or Affiliates thereof, New Mountain Partners VII, L.P., New Mountain Partners VII Luxembourg, SCSp and certain additional third-party financing sources have committed to provide, subject to the terms and conditions set forth therein, financing to Parent in an aggregate amount of $5.2 billion to fund Parent’s payment obligations in respect of the transactions contemplated by the Merger Agreement and pay related fees and expenses. The funding of all such commitments is subject to the satisfaction of customary closing conditions.

The foregoing description of the Merger Agreement and the Merger does not purport to be complete, and is subject to and is qualified in its entirety by references to the full text of the Merger Agreement and any related agreements. The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent or any other party to the Merger Agreement or any related agreement. In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates, were for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties

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to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and security holders. Investors and security holders are not third-party beneficiaries under the Merger Agreement (except, following the Effective Time, with respect to the right of holders of Company equity awards to receive the consideration provided for such equity awards pursuant to the Merger Agreement) and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

A copy of the Merger Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Merger Agreement is qualified in its entirety by reference thereto.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the entry into the Merger Agreement, on July 28, 2026, the Board adopted the CBIZ, Inc. Change in Control Severance Plan (the “CIC Severance Plan”), which generally provides eligible employees of the Company, including the Company’s named executive officers (the “NEOs”), with severance payments in the event of a termination of employment during the period commencing on the earlier of (i) the public announcement by the Company of a transaction that results in a change in control of the Company and (ii) the entry by the Company into a definitive agreement that results in a change in control of the Company, and ending two-years following the consummation of a change in control of the Company. Under the CIC Severance Plan, upon a termination of a participant’s employment by the Company without “Cause” or due to the participant’s resignation for “Good Reason” (as each term is defined in the CIC Severance Plan), the participant is entitled to receive, in accordance with the terms of the CIC Severance Plan, a cash payment in the amount equal to the sum of (i) a multiple of the participant’s annual compensation (inclusive of base salary and target annual bonus), which multiple ranges from 0.5x – 3x (based on position, with the Company’s CEO eligible to receive 3x, and all other NEOs eligible to receive 2x), (ii) the participant’s prorated annual bonus for the year of termination at the target level of performance, and (iii) the monthly cost of the participant’s premiums for coverage under the Company’s group health plan for a period ranging from 6 to 36 months (based on position). Severance payments and benefits under the CIC Severance Plan are contingent upon the eligible employee’s execution of a general release of claims.

On July 28, 2026, the Board adopted a transaction bonus program and a retention program for certain eligible employees. Pursuant to the retention bonus program eligible employees will receive retention bonuses. 25% of the retention bonus is payable upon the consummation of a change in control (as defined in the CBIZ, Inc. Omnibus Incentive Plan) and 75% is payable on the date that is 6 months following the consummation of a change in control, subject generally to continued employment through the applicable retention date (with certain good leaver termination protections). The transaction bonuses will be paid shortly following the Company’s entry into the Merger Agreement. The Company’s NEO’s are eligible for the following amounts under the programs: Jerome P. Grisko, Jr. ($1,302,000); Brad Lakhia ($812,000); and Michael Kouzelos ($486,000).

A copy of the CIC Severance Plan is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the CIC Severance Plan is qualified in its entirety by reference thereto.

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Item 7.01 Regulation FD Disclosure.

On July 28, 2026, the Company and Parent issued a joint press release announcing that they have entered into the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and is not deemed to be “filed” with the SEC for the 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 and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
2.1†		Agreement and Plan of Merger, dated July 28, 2026, by and among CBIZ, Inc., Viking ParentCo, Inc. and Viking MergerCo, Inc.
10.1		CBIZ, Inc. Change in Control Severance Plan, dated as of July 28, 2026.
99.1		Joint Press Release, dated July 29, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Schedules have been omitted pursuant to Item 601(a)(5) and Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, for any schedules so furnished.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction between the Company and Parent. In this context, forward-looking statements generally are identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “predicts,” “potential,” “expects,” “may,” “could,” “might,” “likely,” “will,” “should” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected timing and structure of the proposed transaction, the ability of the parties to complete the proposed transaction pursuant to the terms of the Merger Agreement, if at all, the expected benefits of the proposed transaction, including future financial and operating results and strategic benefits, and the combined company’s plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward-looking statements.

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These forward-looking statements are based on the Company’s and Parent’s current expectations with respect to the transactions contemplated by the Merger Agreement and are subject to risks and uncertainties, which may cause actual results to differ materially from the Company’s and Parents’s current expectations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the proposed transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, or that the required approval by the shareholders of the Company may not be obtained; (2) the risk that the proposed transaction may not be completed on the terms or in the time frame expected by the Company and Parent, or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance and results of operations of the combined company following completion of the proposed transaction; (5) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the businesses of the Company and Parent, on the expected timeframe or at all; (6) the ability of the combined company to implement its business strategy; (7) difficulties and delays in the combined company achieving revenue and cost synergies; (8) inability of the combined company to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the proposed transaction; (10) the risk that shareholder litigation in connection with the proposed transaction or other litigation, settlements or investigations may affect the timing or completion of the proposed transaction or result in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) changes in general economic, competitive, technological and/or industry-specific conditions affecting the businesses and industries in which the Company and Parent operate; (13) actions by third parties, including government agencies and rating agencies; (14) risks that any debt financing anticipated in connection with the proposed transaction is not obtained or that such financing cannot be obtained on the anticipated timing or terms or unexpected costs or expenses in connection therewith; (15) risks related to the disruption of management time from ongoing business operations due to the pendency of the proposed transaction, or other effects of the pendency of the proposed transaction on the relationship of any of the parties to the transaction with their employees, customers, partners, or other counterparties; (16) risks that any announcement relating to the proposed transaction could have adverse effects on the market price of the Company’s common stock, credit ratings or operating results, and may have an adverse effect on the ability of the Company to retain and hire key personnel, retain customers and maintain relationships with business partners, suppliers and customers, (17) the risk that the market price of the Company’s common stock may decline if the proposed transaction is not completed and (18) the other risk factors described under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other sections of the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2026, as amended on March 2, 2026 and any subsequent amendments, and subsequent filings with the SEC, including documents that will be filed with the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive.

Any forward-looking statements speak only as of the date of this communication. Neither the Company nor Parent undertakes any obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

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Important Information About the Proposed Transaction and Where to Find It

In connection with the proposed transaction and the solicitation of proxies for the proposed transaction, the Company intends to file relevant materials with the SEC, including a proxy statement on Schedule 14A (the “Proxy Statement”). The Proxy Statement will contain important information about the proposed transaction and related matters. This communication is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC or send to its shareholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF THE COMPANY ARE ADVISED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED BY CBIZ WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. All such documents, when filed, may be obtained free of charge at the SEC’s website (http://www.sec.gov). These documents, once available, and the Company’s other filings with the SEC also will be available free of charge on the Company’s website at https://ir.cbiz.com/financial-information/sec-filings.

Participants in the Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the names of such directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the Company’s definitive proxy statement on Schedule 14A for its 2026 annual meeting of shareholders, filed with the SEC on April 2, 2026 (the “2026 Annual Proxy”). Please refer to the sections captioned “Executive Compensation,” “Summary Compensation Table,” “2025 Grants of Plan-Based Awards,” “Outstanding Equity Awards At 2025 Fiscal Year-End,” “Option Exercises And Stock Vested In 2025,” “2025 Non-Qualified Deferred Compensation,” “Potential Payments upon Termination or Change in Control,” “Director Compensation,” “2025 Director Compensation Table,” and “Security Ownership of Certain Beneficial Owners and Management” in the 2026 Annual Proxy. To the extent that certain Company participants or their affiliates have acquired or disposed of security holdings since the “as of” date disclosed in the 2026 Annual Proxy, such transactions have been or will be reflected on Statements of Change in Ownership on Form 4 or amendments to beneficial ownership reports on Schedules 13D or 13G filed with the SEC. Such filings and the 2026 Annual Proxy are available free of charge on the Company’s website at https://ir.cbiz.com/financial-information/sec-filings or through the SEC’s website at www.sec.gov. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Company’s Proxy Statement and other materials to be filed with the SEC in connection with the proposed transaction.

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SIGNATURE

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

Date: July 29, 2026				CBIZ, INC.
				By:		/s/ Jaileah X. Huddleston
				Name:		Jaileah X. Huddleston
				Title		Senior Vice President, Chief Legal Officer, and Corporate Secretary

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Exhibit 99.1

GRANT THORNTON ADVISORS TO ACQUIRE CBIZ FOR $5 BILLION IN TRANSACTION SUPPORTED BY NEW MOUNTAIN CAPITAL

Largest transaction of its kind in more than 25 years; creates the fifth largest professional services, tax and advisory provider in the U.S.

New Mountain Capital makes new equity investment to enable the transaction

Enhances AI-enabled capabilities, multinational reach, industry specialization and service breadth — while creating strong cultural and strategic fit with a shared commitment to quality and client experience

CBIZ Benefits and Insurance Services segment to be set up for growth as independent company backed by New Mountain Capital

CBIZ shareholders to receive $55.00 per share in cash

CHICAGO, CLEVELAND & NEW YORK, July 29, 2026 – Grant Thornton Advisors LLC (together with its affiliates, “Grant Thornton Advisors”), New Mountain Capital and CBIZ, Inc. (NYSE: CBZ) (“CBIZ”) today announced that Grant Thornton Advisors has entered into a definitive agreement pursuant to which it will acquire CBIZ in an all-cash transaction with an enterprise value of $5 billion.

Under the terms of the agreement, CBIZ shareholders will receive $55.00 in cash per share. This represents a premium of approximately 54% to CBIZ’s 30-day volume-weighted average share price.

New Mountain Capital — which led a May 2024 investment in Grant Thornton Advisors and fueled the firm’s growth strategy — will be investing incremental equity to support the transaction.

Creating the fifth largest U.S. provider

Upon closing, Grant Thornton in the U.S. is expected to become the fifth-largest provider of professional services, tax and advisory services, with more than $5 billion in annual domestic revenue. The transaction represents the largest of its kind in more than 25 years.

With the combination, the multinational platform will have a footprint that spans more than 20 countries and territories, generates nearly $7.5 billion in revenue and employs more than 34,500 professionals across the Americas, Europe, the Middle East and the Asia-Pacific region.

The transaction will bring together Grant Thornton Advisors’ multinational platform capabilities and CBIZ’s deep relationships across the U.S., offering clients the benefits of cross-border scale, broad multidisciplinary capabilities and AI-enabled leading-edge technology solutions, while maintaining a focused commitment to high-quality service and differentiated client experiences.

The transaction will also build on Grant Thornton Advisors’ recently announced $1 billion investment in AI and advanced technologies, expanding the firm’s ability to bring AI-enabled solutions and capabilities to serve more clients and industries at an even greater scale.

According to Jim Peko, chief executive officer of Grant Thornton Advisors LLC and leader of the Grant Thornton Advisors multinational platform: “By combining our multinational platform with CBIZ’s strong market presence, we’re broadening our ability to support businesses through every stage of growth — from early development to global scale. Together, we’ll bring the quality, scope and capabilities clients need to navigate an increasingly complex and rapidly evolving business environment.”

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Jerry Grisko, president and chief executive officer of CBIZ, said: “This is a historic combination with a complementary cultural and strategic fit. CBIZ has grown rapidly over many years to become a leading professional services provider. Joining Grant Thornton Advisors accelerates the realization of that vision, creating a stronger firm with new and exciting opportunities for our team members and enhanced service offerings for clients, while delivering significant value to CBIZ shareholders.”

Andre Moura, managing director of New Mountain Capital, said: “We’re pleased to continue to support Grant Thornton Advisors’ strategic growth plan, a journey we have been on together since May 2024. Following the acquisition of CBIZ, Grant Thornton in the U.S. will be the fifth largest professional services, tax and advisory provider in the nation and one of the most forward-thinking firms in the world regarding AI. That scale and forward momentum will put the combined firm in a stronger position than ever to serve its clients and create meaningful opportunities for its partners and staff.”

Nikhil Devulapalli, managing director at New Mountain Capital, added: “The acquisition of CBIZ allows Grant Thornton Advisors to rapidly bring its market-leading AI and technology platform deeper into the market and continue its mission to lead on quality and breadth of service provided to a broad spectrum of clients of all sizes.”

Following the closing, Grant Thornton Advisors plans to separate CBIZ’s Benefits and Insurance Services segment into a new stand-alone entity backed by New Mountain Capital.

Bob Mulcare and Sean Donovan, managing directors at New Mountain Capital, said: “We look forward to building on the strong foundations within the Benefits and Insurance Services segment to create a new leading firm dedicated to insurance, retirement and payroll services — providing new opportunities to the clients and team members in that segment.”

Strategic rationale

The combination is expected to:

• Build a differentiated professional services, tax and advisory provider. Following the acquisition of CBIZ, Grant Thornton Advisors will be better positioned to serve clients at all stages of growth with enhanced service offerings, multinational reach and premier technological resources across professional services, tax and advisory services.

• Accelerate technology and AI-enabled service delivery. The newly formed firm will support more clients with sophisticated AI-enabled service delivery, focused on using AI to transform client service, empower people and unlock new opportunities for growth.

• Enable greater depth of specialized industry expertise with expanded capabilities. The addition of CBIZ provides Grant Thornton Advisors with greater ability to deliver more tailored insights and solutions for clients, driven by a deep understanding of, and experience in, their specific industry.

• Strengthen client experience and service quality. Upon combination with CBIZ, Grant Thornton Advisors will maintain a strong focus on quality, applicable independence requirements, trust and client service — reflecting an ongoing commitment to its clients and purpose-built operating model.

• Increase the ability to invest in innovation, talent and technology. The combined firm will be the employer of choice for top talent in the industry, positioning the organization for long-term success in a fast-moving marketplace and creating even more opportunities for employees to grow, build rewarding careers and do their best work.

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Transaction details

Under the terms of the definitive merger agreement, CBIZ shareholders will receive $55.00 in cash for each share of CBIZ common stock they own. Upon completion of the transaction, CBIZ will become wholly-owned by Grant Thornton Advisors, and CBIZ common stock will cease to trade and no longer be listed on the New York Stock Exchange.

The CBIZ Board of Directors has unanimously approved the transaction and recommends that CBIZ shareholders vote in favor of the transaction. The transaction is expected to close in the fourth quarter of 2026, subject to approval by CBIZ shareholders, receipt of required regulatory approvals and satisfaction of other customary closing conditions.

Go-shop provision and superior proposals

Under the terms of the definitive merger agreement, CBIZ, along with its financial and legal advisors, will be permitted to actively solicit, consider and negotiate alternative acquisition proposals from third parties during a “go-shop” period ending at 11:59 p.m. Eastern Time on August 27, 2026. Prior to the CBIZ shareholder vote and subject to the terms and conditions of the definitive merger agreement, including notice and negotiation rights in favor of Grant Thornton Advisors, the CBIZ Board of Directors will have the right to terminate the merger agreement to enter into an alternative transaction that constitutes a superior proposal, subject to the terms and conditions of the merger agreement, including payment of a termination fee.

There can be no assurance that the go-shop process will result in a superior proposal. CBIZ does not intend to disclose developments with respect to the go-shop process unless and until it determines such disclosure is appropriate or required by law.

CBIZ second quarter 2026 earnings results

As a result of this announcement, in connection with its second quarter 2026 earnings release scheduled for July 29, 2026, CBIZ will release financial and operational results through a press release only and will no longer hold a conference call or webcast.

Advisors for the transaction

Goldman Sachs & Co. LLC is serving as financial advisor to CBIZ. Weil, Gotshal & Manges LLP is serving as legal advisor to CBIZ, and Teneo is serving as strategic communications advisor to CBIZ.

Deutsche Bank is acting as Lead Financial Advisor for Grant Thornton Advisors. Other Financial Advisors include J.P. Morgan, BMO Capital Markets, BofA Securities, RBC Capital Markets and UBS Investment Bank. Evercore is acting as Financial Advisor to New Mountain Capital and Grant Thornton on the CBIZ Benefits & Insurance segment. Simpson Thacher & Bartlett LLP, Mayer Brown LLP and Hunton Andrews Kurth LLP are serving as legal advisors to Grant Thornton Advisors, and Goldin Solutions is serving as strategic communications advisor.

About Grant Thornton in the U.S.

Grant Thornton delivers professional services in the U.S. through two specialized entities and their affiliates: Grant Thornton LLP, a licensed, certified public accounting (CPA) firm that provides audit and assurance services — and Grant Thornton Advisors LLC (not a licensed CPA firm), which exclusively provides non-attest offerings, including tax and advisory services. 

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Grant Thornton LLP, Grant Thornton Advisors LLC and their respective subsidiaries operate as an alternative practice structure (APS). The APS conforms with applicable laws, regulations and professional standards, including those from the American Institute of Certified Public Accountants.

“Grant Thornton” refers to the brand under which the member firms in the Grant Thornton International Ltd (GTIL) network provide services to their clients and/or refers to one or more member firms. Grant Thornton LLP and Grant Thornton Advisors LLC serve as the U.S. member firms of the GTIL network. GTIL and its member firms are not a worldwide partnership and all member firms are separate legal entities. Member firms deliver all services; GTIL does not provide services to clients.

About Grant Thornton Advisors multinational platform

The Grant Thornton Advisors multinational platform is a group of firms within the Grant Thornton International Limited network* that connects priority markets and operates with aligned standards, technology and delivery expectations.

The platform is currently home to almost 20 aligned firms stretching from the Americas across Europe and the Middle East to the Asia-Pacific region. These firms bring together more than 25,000 professionals to deliver cross-border solutions powered by advanced technologies, a shared commitment to quality and a growing reputation as the industry’s employer-of-choice. The platform firms operate as separate legal entities.

*The Grant Thornton International Limited network provides access to its member firms in more than 150 global markets

About CBIZ

CBIZ, Inc. (NYSE: CBZ) is a leading professional services advisor to 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. CBIZ has more than 9,500 team members across 23 major markets coast to coast. For more information, visit www.cbiz.com.

About New Mountain Capital

New Mountain Capital is a New York-based investment firm that emphasizes business building and growth, rather than debt, as it pursues long-term capital appreciation. The firm currently manages private equity, credit and net lease investment strategies with approximately $60 billion in assets under management. New Mountain Capital seeks out what it believes to be the highest quality growth leaders in carefully selected industry sectors and then works intensively with management to build the value of these companies. For more information on New Mountain Capital, please visit https://www.newmountaincapital.com/.

Cautionary statement regarding forward-looking statements

This communication includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction between CBIZ and Grant Thornton Advisors (any such transaction, the “proposed transaction”). In this context, forward-looking statements generally are identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “predicts,” “potential,” “expects,” “may,” “could,” “might,” “likely,” “will,” “should” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected timing and structure of the proposed transaction, the ability of the parties to complete the proposed transaction pursuant to the terms of the Agreement and Plan of Merger, dated as of July 28, 2026 (the “Merger Agreement”), if at all, the expected benefits of the proposed transaction, including future financial and operating results and strategic benefits, and the combined company’s plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward-looking statements.

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These forward-looking statements are based on CBIZ’s and Grant Thornton Advisors’ current expectations with respect to the transactions contemplated by the Merger Agreement and are subject to risks and uncertainties, which may cause actual results to differ materially from CBIZ’s and Grant Thornton Advisors’ current expectations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the proposed transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, or that the required approval by the shareholders of CBIZ may not be obtained; (2) the risk that the proposed transaction may not be completed on the terms or in the time frame expected by CBIZ and Grant Thornton Advisors, or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance and results of operations of the combined company following completion of the proposed transaction; (5) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the businesses of CBIZ and Grant Thornton Advisors, on the expected timeframe or at all; (6) the ability of the combined company to implement its business strategy; (7) difficulties and delays in the combined company achieving revenue and cost synergies; (8) inability of the combined company to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the proposed transaction; (10) the risk that shareholder litigation in connection with the proposed transaction or other litigation, settlements or investigations may affect the timing or completion of the proposed transaction or result in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) changes in general economic, competitive, technological and/or industry-specific conditions affecting the businesses and industries in which CBIZ and Grant Thornton Advisors operate; (13) actions by third parties, including government agencies and rating agencies; (14) risks that any debt financing anticipated in connection with the proposed transaction is not obtained or that such financing cannot be obtained on the anticipated timing or terms or unexpected costs or expenses in connection therewith; (15) risks related to the disruption of management time from ongoing business operations due to the pendency of the proposed transaction, or other effects of the pendency of the proposed transaction on the relationship of any of the parties to the transaction with their employees, customers, partners, or other counterparties; (16) risks that any announcements relating to the proposed transaction could have adverse effects on the market price of CBIZ’s common stock, credit ratings, or operating results, and may have an adverse effect on the ability of CBIZ to retain and hire key personnel, retain customers, and maintain relationships with business partners, suppliers and customers; (17) the risk that the market price of CBIZ’s common stock may decline if the proposed transaction is not completed, and (18) the other risk factors described under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other sections of CBIZ’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 26, 2026, as amended on March 2, 2026 and any subsequent amendments, and subsequent filings with the SEC, including documents that will be filed with the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive.

Any forward-looking statements speak only as of the date of this communication. Neither CBIZ nor Grant Thornton Advisors undertakes any obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

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Important information about the transaction and where to find it

In connection with the proposed transaction, CBIZ intends to file relevant materials with the SEC, including a proxy statement on Schedule 14A (the “Proxy Statement”). The Proxy Statement will contain important information about the proposed transaction and related matters. This communication is not a substitute for the Proxy Statement or any other document that CBIZ may file with the SEC or send to its shareholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF CBIZ ARE ADVISED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED BY CBIZ WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. All such documents, when filed, may be obtained free of charge at the SEC’s website (http://www.sec.gov). These documents, once available, and CBIZ’s other filings with the SEC also will be available free of charge on CBIZ’s website at https://ir.cbiz.com/financial-information/sec-filings.

Participants in the solicitation

CBIZ and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the names of such directors and executive officers and their respective interests in CBIZ by security holdings or otherwise is set forth in CBIZ’s definitive proxy statement on Schedule 14A for its 2026 annual meeting of shareholders, filed with the SEC on April 2, 2026 (the “2026 Annual Proxy”). Please refer to the sections captioned “Executive Compensation,” “Summary Compensation Table,” “2025 Grants of Plan-Based Awards,” “Outstanding Equity Awards At 2025 Fiscal Year-End,” “Option Exercises And Stock Vested In 2025,” “2025 Non-Qualified Deferred Compensation,” “Potential Payments upon Termination or Change in Control,” “Director Compensation,” “2025 Director Compensation Table,” and “Security Ownership of Certain Beneficial Owners and Management” in the 2026 Annual Proxy. To the extent that certain CBIZ participants or their affiliates have acquired or disposed of security holdings since the “as of” date disclosed in the 2026 Annual Proxy, such transactions have been or will be reflected on Statements of Change in Ownership on Form 4 or amendments to beneficial ownership reports on Schedules 13D or 13G filed with the SEC. Such filings and the 2026 Annual Proxy are available free of charge on CBIZ’s website at https://ir.cbiz.com/financial-information/sec-filings or through the SEC’s website at www.sec.gov. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in CBIZ’s Proxy Statement and other materials to be filed with the SEC in connection with the proposed transaction.

Grant Thornton Advisors LLC

Media Contact

Jon Rucket

Senior Director, External Communications

M: +1 404 984 6249

E: jon.rucket@us.gt.com

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CBIZ, Inc.

Media Contact

Jack Flaherty

Managing Director, Teneo

M: +1 631 848 7779

E: jack.flaherty@teneo.com

Investor Relations Contact

Chris Sikora

Vice President, Investor Relations & Corporate Finance

O: +1 216 447 9000

E: chris.sikora@CBIZ.com

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Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 35.8 KB

Agreements & Contracts

• EX-10.1 EX-10.1 39.7 KB

Other Documents

• EX-2.1 EX-2.1 634.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB