CBIZ Inc 2025年度报告

For the fiscal year ended December 31, 2025OR Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for thepast 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act. 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued the auditreport.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Table of Contents Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, computed by reference to the last sales price ofsuch common stock as of the closing of trading on June30, 2025, was approximately $3,830.6 million.The number of outstanding shares of the registrant’s common stock was 55,073,267 as of February 20, 2026. DOCUMENTS INCORPORATED BY REFERENCE The registrant incorporates by reference in Part III hereof portions of its definitive Proxy Statement for its 2026 Annual Meeting of Stockholders. EXPLANATORY NOTE CBIZ, Inc. (the “Company”) is filing this Amendment No. 2 on Form 10-K/A (this “Amendment No. 2”) to amend and restate itsAnnual Report on Form 10-K for the period ended December 31, 2025, originally filed with the Securities and ExchangeCommission (“SEC”) on February 26, 2026 and as amended by Amendment No. 1 on Form 10-K/A on March 2, 2026 (collectively,the “Original Form 10-K”) to make certain changes as described below. Subsequent to the filing of the Original Form 10-K, management identified material weaknesses in internal control over financialreporting relating to the administration of the Company’s 2007 Employee Stock Purchase Plan (as amended from time to time, the“ESPP”) and the Company’s reassignment of goodwill among reporting units. Notwithstanding the identified material weaknesses,management believes the consolidated financial statements contained in the Original Form 10-K fairly present, in all materialrespects, the financial condition, results of operations and cash flows of the Company for all periods presented in accordance withaccounting principles generally accepted in the United States, and that such material weaknesses did not result in any change tothe Company’s consolidated financial statements as set forth in the Original Form 10-K. Accordingly, this Amendment No. 2 is being filed to amend the following items of the Original Form 10-K with respect to theaforementioned material weakness, with each item being restated in its entirety: •Forward-Looking Statements•Item 1A. Risk Factors•Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities•Item 8. Financial Statements and Supplementary Data•Item 9A. Controls and Procedures Also, as part of this Amendment No. 2 and as previously announced in the Company’s Form 10-Q for