CBIZ merger cancels Michael P. Kouzelos's 389,718 shares

CBIZ's President, Employee Services had unvested RSUs converted into replacement cash-settled awards subject to the same vesting schedule.

Available on EDGAR 11/02/2026 - 04:58 PM EST Accepted by SEC EDGAR 11/02/2026 - 04:57 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Michael P. Kouzelos reported disposition transactions in this Form 4 filing. CBIZ, Inc.'s merger canceled 389,718 common shares held directly by Michael P. Kouzelos, President, Employee Services, on November 2, 2026; each outstanding share converted into the right to receive $55.00 cash, without interest. His reported common-stock holdings after the transaction were 0 shares.

Viking MergerCo, Inc. merged into CBIZ, which continued as the surviving corporation and an indirect wholly owned subsidiary of Viking ParentCo, Inc. Kouzelos's unvested RSUs were canceled and converted into replacement cash-settled awards representing the right to receive $55.00 in cash for each underlying share, subject to the same vesting schedule and substantially the same terms and conditions.

Insider Trade Summary

Disposition: 389,718 shares

Disposition 1 txn

Insider Kouzelos Michael P

Role President, Employee Services

Type	Security	Shares	Price	Value
Disposition	Common Stock F1, F2, F3	389,718	--	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (3)

1. F1. Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 28, 2026, by and among the Issuer, Viking ParentCo, Inc., ("Parent"), and Viking MergerCo, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and an indirect wholly owned subsidiary of Parent.
2. F2. Pursuant to the Merger Agreement, at the effective time of the merger (the "Effective Time"), each outstanding share of common stock, par value $0.01 per share, of the Issuer was canceled and converted into the right to receive $55.00 in cash per share, without interest ("Merger Consideration").
3. F3. At the Effective Time, each unvested RSU held by the reporting person was canceled and converted into a replacement cash-settled RSU award representing the right to receive $55.00 in cash for each underlying share, subject to the same vesting schedule and substantially the same terms and conditions applicable to the corresponding RSU immediately prior to the Effective Time.

Key Figures

Common shares disposed: 389,718 shares Merger consideration: $55.00 cash per share Common shares following transaction: 0 shares

3 metrics

Common shares disposed 389,718 shares Directly held shares canceled in the merger on November 2, 2026

Merger consideration $55.00 cash per share Each outstanding common share

Common shares following transaction 0 shares Reported position after the November 2, 2026 transaction

Key Terms

Merger Consideration, Effective Time, cash-settled RSU award, Merger Agreement

4 terms

Merger Consideration financial

"cash per share, without interest ("Merger Consideration")"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Effective Time technical

"at the effective time of the merger (the "Effective Time")"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

cash-settled RSU award financial

"replacement cash-settled RSU award representing the right"

Merger Agreement technical

"terms of the Agreement and Plan of Merger (the "Merger Agreement")"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many CBZ shares did Michael P. Kouzelos dispose of?

Michael P. Kouzelos, President, Employee Services, disposed of 389,718 directly held common shares on November 2, 2026. Under the merger terms, each outstanding share converted into the right to receive $55.00 cash, without interest, and his reported common-stock position after the transaction was 0 shares.

What happened to Michael P. Kouzelos's unvested CBZ RSUs?

His unvested RSUs were canceled and converted into replacement cash-settled RSU awards representing the right to receive $55.00 in cash for each underlying share. The awards were subject to the same vesting schedule and substantially the same terms and conditions as the corresponding RSUs before the merger.

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

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kouzelos Michael P

(Last) (First) (Middle)

C/O CBIZ, INC.

5959 ROCKSIDE WOODS BLVD. N., SUITE 600

(Street)

INDEPENDENCE OHIO 44131

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CBIZ, Inc. [ CBZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, Employee Services

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/02/2026		D(1)(2)(3)		389,718	D	(1)(2)(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 28, 2026, by and among the Issuer, Viking ParentCo, Inc., ("Parent"), and Viking MergerCo, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and an indirect wholly owned subsidiary of Parent.

2. Pursuant to the Merger Agreement, at the effective time of the merger (the "Effective Time"), each outstanding share of common stock, par value $0.01 per share, of the Issuer was canceled and converted into the right to receive $55.00 in cash per share, without interest ("Merger Consideration").

3. At the Effective Time, each unvested RSU held by the reporting person was canceled and converted into a replacement cash-settled RSU award representing the right to receive $55.00 in cash for each underlying share, subject to the same vesting schedule and substantially the same terms and conditions applicable to the corresponding RSU immediately prior to the Effective Time.

	/s/ Jaileah X. Huddleston, attorney-in-fact for Michael P. Kouzelos	11/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)