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Investor Presentation THIRD QUARTER 2025 October 29, 2025 CBIZ.COM | NYSE: CBZ
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This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact included in this presentation, including, without limitation, our “2025 Guidance,” regarding our financial position, business strategy and plans and objectives for future performance are forward-looking statements. You can identify these statements by the fact that they do not relate strictl y to historical or current facts. Forward-looking statements are commonly identified by the use of such terms and phrases as “will,” “could,” “can,” “may,” “strive,” “hope,” “intend,” “believe,” “estimate,” “continue,” “plan,” “expect,” “project,” “anticipate,” “outlook,” “foreseeable future,” “seek” and words or phrases of similar import in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated services, sales efforts, expenses, and financial results. From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Any or all of our forward-looking statements in this presentation and in any other public statements that we make, are subject to certain risks and uncertainties that could cause actual results to differ materially from those proje cted. Such risks and uncertainties include, but are not limited to: payments on accounts receivable may be slower than expected, or amounts due on receivables or notes may not be fully collectible; our business could be adversely affected if Marcum LLP (“Marcum”) does not perform to our expectations or we underestimate the liabilities we have assumed; we are dependent on the services of our executive officers, and other key employees, the loss of whom may ha ve a material adverse effect on our business, financial condition and results of operations; restrictions imposed by independence requirements and conflict of interest rules, as well as the nature and terms of our current Administrative Service Agreements, limit our ability to provide services to clients of the attest firms with which we have contractual relationships and the ability of such attest firms to provide attestation services to our clients; our goodwill and other intangible assets could become impaired, which could lead to material non-cash charges against earnings and a material impact on our results of operations and financial condition; certain liabilities resulting from acquisitions are estimated and could lead to a material impact on our results of operations; we may fail to realize the anticipated benefits of acquisitions, or they may prove disruptive and could result in the combined business failing to meet our expectations; recent Securities & Exchange Commission and Public Company Accounting Oversight Board sanctions against Marcum may adversely impact our performance and reputation; if we are unable to implement and maintain effective internal control over financial reporting following the Marcum acquisition (the “Transaction”), we may fail to prevent or detect material misstatements in our financial statements, in which case investors could lose confi dence in the accuracy and completeness of our financial reports and the market price of our common stock may decline; we may not be able to acquire and finance additional businesses, which could limit our ability to pursue our business strategy; we will incur transaction, integration, and restructuring costs in connection with our acquisition program; governmental regulations and interpretations are subject to changes, which could have a material adverse effect on our financial condition; continuing uncertainty in the current economic and geopolitical environment could lead to continuing softness in demand for certain of our services; changes in the United States healthcare environment, including new healthcare legislation, may adversely affect the revenue and margins in our healthcare benefit business; we are subject to risks relating to processing customer transactions for our payroll and other t ransaction processing businesses; cyberattacks or other security breaches involving our computer systems or the systems of one or more of our vendors could materially and adversely affect our business; we are subject to risk as it re lates to software that we license from third parties; we are reliant on information processing systems and any failure or disruptions of these systems could have a material adverse effect on our business, financial condition and results of operations; we could be held liable for errors and omissions; the business services industry is competitive and fragmented, if we are unable to compete effectively, our business, financial condition and results of operations could be negatively impacted; given our levels of share-based compensation, our tax rate may vary significantly depending on our stock price; rapid technological changes could significantly impact our competitive position, client relationships and operating results and our ability to realize the anticipated benefits of the Transaction; climate change legislation or regulations restricting emissions of greenhouse gases could result in increased operating costs; the adverse impact of legislative and regulatory changes in the U.S. and globally, including as a result of the One Big Beautiful Bill Act, on the company’s tax rate, accounting practices, operations and results; the widespread outbreak of a communicable illness or any other public health crisis could adversely affect our business, financial condition and results of operations; we require a significant amount of cash for interest payments on our debt and to expand our business as planned; terms of our amended and restated credit agreement providing for $2.0 billion in senior secured credit facilities, consisting of a $1.4 billion term loan and $600.0 million revolving credit facility, could adversely affect our ability to run our business and/or reduce stockholder returns; our failure to satisfy covenants in our debt instruments could cause a default under those instruments; our increased leverage following the Transaction may adversely impact our business; we may be more sensitive to revenue fluctuations than other companies, which could result in fluctuations in the market price of our common stock; the significant number of shares issuable as the stock consideration in the Transaction may adversely impact our stock price; the future issuance of additional shares could adversely affect the price of our common stock; there is volatility in our stock price; and the price of our common stock cou ld be adversely impacted if we do not perform to expectations following the Transaction. Such forward-looking statements can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Should one or more of these risks materialize, or should the underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, projected or implied. Consequently, no forwa rd-looking statement can be guaranteed. A more detailed description of risk factors may be found in our periodic filings with the SEC, including in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024. All forward-looking statements made in this presentation are made only as of the date hereof, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are advised, however, to consult any further disclosures we make on related subjects in the current, quarterly, periodic and annual reports we file with the SEC. 2 Forward-Looking Statements
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To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we also presen t Adjusted Net Income (Loss), Adjusted Diluted Earnings Per Share (“EPS”), and Adjusted EBITDA, which are non -GAAP measures. These non-GAAP measures are adjusted to exclude the impact of t he Transaction, integration costs, amortization of acquired intangible assets, and other significant non -operating related gains and losses management does not consider on -going in nature. The presentation of non-GAAP financial information is not intended to be considered in isolation or as a substitute for, or supe rior to, the financial information prepared and presented in accordance with GAAP. We use these non-GAAP financial measures for financial and operational decision -making, and to evaluate re sults relative to employee compensation targets. We believe that these non-GAAP financial measures provide meaningful supplemental information to stockholders, debt holders, and other inte rested parties in assessing our performance. These non -GAAP financial measures also facilitate management’s internal comparisons to our historical performance by excluding significant a cquisition expenses, certain one -time non-recurring items, and gains and losses that management does not consider ongoing in nature. We believe these non -GAAP financial measures are useful to inves tors both because (1) they allow for greater transparency with respect to key measures used by management in its financial and operational decision -making and (2) they are used by our st ockholders and analyst community to determine the health of our business. Management provides specific information regarding the GAAP amounts excluded from or included in these non -GAAP financial measures. Additionally, management provides reconciliations of these non-GAAP financial measures to their most comparable financial measures in accordance with GAAP. Please see the sections c aptioned “GAAP Reconciliation” within the Appendix for the reconciliations. 3 Non-GAAP Measures
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CBIZ, Inc. (NYSE: CBZ) is the leading professional services advisor of its kind to middle-market businesses nationwide. 4 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.
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5 CBIZ – At a Glance (at year-end 2024) 10K+ EMPLOYEES 22 MAJOR MARKETS LEADING MIDDLE MARKET ADVISOR 135K+ CLIENTS ~$2.8B PRO FORMA REVENUE(1) (1) Reflects total company pro forma revenue for fiscal 2024 as if the Marcum acquisition occurred on January 1, 2023, as reported in the Company’s 2024 Form 10-K. Major Market Office ~90% CLIENT RETENTION RATE
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6 Business Model Attributes Essential & Recurring Services Strong & Consistent Cash Flows Operating Leverage High Client Retention Broad Geographic Footprint Diverse Client Base (Size/Industry)
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7 Revenue Breakdown (2025 YTD) • Accounting & Tax • National Advisory • Government Health Care Consulting • Technology Financial Services 84% • Employee Benefits Consulting • Payroll/Human Capital Management • Property & Casualty • Retirement & Investment Services Benefits & Insurance Services 14% 2% • IT Managed Services National Practice
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8 Recurring Revenue • Compensation Studies • Executive Search • Financial Consulting • Litigation Support • Risk Advisory • Transaction Advisory • SEC Public Company • Valuation Project-based Work ~28% • Annual Accounting & Tax Services • Government Health Care Consulting • Group Health Benefits • Payroll/Human Capital Management • Property & Casualty • Retirement and Investment Services • Technology Support Recurring Services ~72%
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9 Financial Services (2025 YTD) (1) Based on Accounting Today 2025 Top 100 Firms Report T op 7 Accounting Provider Nationally by Accounting Today(1) 74% Accounting & Tax 13% National Advisory 4% Technology 9% Government Health Care Consulting
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Broker of U.S. Business 2024 by Business Insurance Magazine 10 Benefits & Insurance Services (2025 YTD) T op 30 33% Employee Benefits Consulting 24% Retirement & Investment Solutions 18% Payroll/Human Capital Management 22% Property & Casualty 3% Other
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INTERNAL REVENUE Organic INTERNAL REVENUE Cross-Serving EXTERNAL REVENUE M&A 8% -10% Adjusted Diluted Earnings Per Share 1.5x – 2x 11 Revenue Growth Components Long-Term Growth Goals
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12 Organic Growth Drivers Cross-serving Net New Business Pricing Marketing & Branding Technology & Offshoring • Powered by enhanced client coverage capabilities and industry expertise • Continued ability to deliver and demonstrate value to clients • Deep client relationships, breadth of services and depth of expertise enhanced by industry specialization • Innovative technology solutions, data-driven insights powered by AI, and leading offshoring capabilities • Efficient marketing programs and brand investments to support a full spectrum of client types and sizes
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13 Growth by Acquisition Strategy • Enter Attractive Geographic Markets • Strengthen Presence in Existing Markets • Add Breadth of Service or Depth of Expertise to Our Existing Offerings • Expand Into High-growth Industries and Service Niches • Access to Top Talent Attributes • Successful Local or Regional Company • Cultural Fit • Strong Leadership • Desire for Greater National Platform and Enhanced Client Service Capabilities • Cross-serving Potential • Full Integration Structure • Consideration Based on TTM EBITDA • 50%+ Paid Up Front • Balance Paid on Multi-year Earnout Contingent on Achieving Reasonable Growth Targets • Proceeds Paid Using a Mix of Cash and Stock
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Our People & Culture RECOGNITION A group of people holding fruits AI-generated content may be incorrect.
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15 Recognition
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Guidance & Modeling Support 16
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17 YTD Highlights, 2025 Guidance, & Modeling Support SEGMENT YTD 2025 GUIDANCE(1) Financial Services 85.4% Benefits and Insurance Services 2.7% National Practices (10.6%) Revenue growth 63.7% $2.8B TO $2.95B GAAP EPS $3.06 $1.97 to $2.02 Adjusted diluted EPS(2) $4.27 $3.60 to $3.65 Tax Rate 28.1% ~29% Share count (weighted average fully diluted) 63.6M ~64.5 to 65.0M Earnout spend for previous acquisitions $55.8M ~$60M (1) Reflects guidance reiterated by the Company on October 29, 2025. (2) Non-GAAP financial measure. See Appendix for GAAP reconciliation.
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18 Common Stock Shares Outstanding 50.2M shares outstanding 54.1M shares outstanding 5.5M Marcum deferred shares issued (1) 1.4M shares repurchased under ROFR 0.2M shares other, net (as of Dec 31, 2024) (as of Sept 30, 2025) 3.9M increase in shares outstanding 3.1M shares presented under ROFR 1.7M shares cleared for sale in the open market Inclusive of ~400k Q3 open market share repurchases (1) An additional ~300K shares to be issued monthly through November 2027 for a total of ~7.8M additional shares
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19 Operating Expense & Incentive Compensation Overview (Excluding the impact of the Company’s deferred compensation plan) Personnel Costs 80% Facility Costs 5% Depreciation & Amortization 4% All other, net 11% $1.8B 2025 YTD ~83% ~17% ~84% ~16% ~87% ~13% 2023 A 2024 A 2025 E Personnel Costs Incentive Compensation Other personnel costs Operating Expenses Incentive % of Revenue ~12% ~12% ~9% Personnel % of Revenue ~70% ~72% ~68%
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20 Synergy and Integration Update Key cost synergy categories ✓ Administrative operations ✓ Overlap in client-facing roles ✓ Facility optimization ✓ IT systems consolidation~$25M ~$35M 2025 ~$12M 2026 Original Cost Synergy Estimate $50M+ ~$3M 2027 Updated Cost Synergy Estimate ✓ Aligned reporting structure, co-locations, and standardized operating processes ✓ Accelerated operating efficiency improvement through investment in shared resource center and innovation team ✓ Improved client experience through industry verticals, streamlined processes, Vertical Vector AI, and brand campaign
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21 Capital Allocation Principles & Priorities Near-term Long-term Debt Reduction Strategic M&A Strategic M&A and share repurchases Share repurchases Debt Reduction Invest in future organic growth with focus on top talent, client service, operational excellence, and technology
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Inputs & Assumptions ($ In Millions) Original Terms Step-up Tax Benefit PURCHASE PRICE COMPONENTS: $2,285 $2,285 $2,285 - $315 Purchase Price $2,285 Tax Step-Up Value ($315) Base Purchase Price $1,970 Transaction Multiple 12.0x 10.4x 22 Marcum Transaction Multiple
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23 Target Leverage ~3.25x to ~3.50x ~2.00x to ~2.25x At Close Target leverage Pro Forma Net Leverage of Adj. EBITDA Significant free cash flow generated by the pro forma company to pay down transaction debt Continued capital allocation approach addressing acquisitions, share repurchases, capital spending and deleveraging
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24 Investment Highlights Operational Leverage • Leading national platform • Full integration of acquired businesses • Size and scale provides margin expansion opportunity Financial Attributes • Strong balance sheet • Strong and consistent cash flow • Credit facility provides flexible source of funds • 90%+ client retention rates • 72% recurring revenue • Long-standing diverse client base • Broad geographic/industry/client exposure mitigates risk Results • Demonstrated ability to grow earnings at a faster rate than revenue growth • 2019 – 2023 Revenue Growth CAGR: 13.8% • 2019 – 2023 GAAP EPS Growth CAGR: 17.4% • 2019 – 2023 Adjusted EPS Growth CAGR: 17.6%(1) (1) Non-GAAP financial measure. See Appendix for GAAP reconciliation.
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25 Five-Year Total Shareholder Return *$100 invested on 12/31/19 in stock or index, including reinvestment of dividends. Fiscal years ending December 31. Peer Grou p companies identified in the CBIZ, Inc. Annual Report on Form 10 -K for the year ended December 31, 2024. Copyright 2025 Standard & Poor’s, a division of S&P Global. All rights reserved. Copyright 2024 Russell Investment Group. All rights reserved. Comparison of 5 -year cumulative total return*
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26 Financial Goals (1) Reflects guidance reiterated by the Company on October 29, 2025. (2) Non-GAAP financial measure. See Appendix for GAAP reconciliation. 2025 Guidance(1) Revenue: $2.8B to $2.95B GAAP EPS: $1.97 to $2.02 Adj. EPS(2) : $3.60 to $3.65 Continued Strong Cash Flow Long-term Goals Beyond 2025 1.5x – 2x Earnings Growth Operating Leverage8% - 10% Revenue Growth
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Appendix 27
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33 2023 EPS 2022 EPS 2021 EPS 2020 EPS 2019 EPS 120,968$ 2.39$ 105,354$ 2.01$ 70,887$ 1.32$ 78,299$ 1.41$ 70,714$ 1.26$ Adjustment Gain on sale of operations, netGain on sale of operations, net - - - - (6,311) (0.12) - - - - Gain on sale of assets, netGain on sale of assets, net (2,863) (0.06) (2,391) (0.05) - - - - - - Legal settlement, netLegal settlement, net - - - - 30,468 0.57 - - - - Transaction costs related to acquisitions (2)Transaction costs related to acquisitions (2) 611 0.01 1,329 0.03 - - - - - - Integration and retention costs related to acquisitions (2) Integration and retention costs related to acquisitions (2) 2,782 0.06 9,191 0.18 - - - - - - Facility optimization costs (3) 731 0.02 - - - - - - - - Income tax effect related to adjustmentsIncome tax effect related to adjustments (344) (0.01) (2,075) (0.04) (5,746) (0.11) - - - - 121,885$ 2.41$ 111,408$ 2.13$ 89,298$ 1.66$ 78,299$ 1.41$ 70,714$ 1.26$ Diluted weighed average common shares outstanding 50,557 52,388 53,723 55,359 55,895 (1) (2) (3) Adjusted net income CBIZ reports its financial results in accordance with GAAP. This table reconciles Adjusted Net Income and Adjusted EPS to the most directly comparable GAAP financial measures, “Net Income” and "Diluted earnings per share". Adjusted Net Income and Adjusted EPS are not defined by GAAP and should not be regarded as an alternative or replacement to any financial information determined under GAAP. Adjusted Net Income and Adjusted EPS excludes significant non-operating related gains and losses that management does not consider ongoing in nature. These non-GAAP financial measures are used by the Company as performance measures to evaluate, assess and benchmark the Company's operational results and to evaluate results related to employee compensation targets. Accordingly, the Company believes the presentation of these non-GAAP financial measures allows its stockholders, debt holders and other interested parties to meaningfully compare the Company’s period-to-period operating results. These costs include, but are not limited to, certain consulting, technology, personnel, as well as other first year operating and general administrative costs that are non- recurring in nature. Amounts reported in 2023 related to the costs incurred related to the Somerset acquisition and those in 2022 related to the Marks Paneth acquisition. These costs related to incremental non-recurring lease expense incurred as a result of CBIZ's real estate optimization efforts. GAAP RECONCILIATION Net income and Diluted Earnings Per Share ("EPS") to Adjusted Net Income and Adjusted EPS (1) (In thousands, except per share data) Year Ended December 31, Net income
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34 Amounts EPS Amounts EPS GAAP Net Income 127.9$ 1.97$ 131.1$ 2.02$ Amortization of acquired intangible assets (1) 75.1 1.15 75.1 1.15 Integration costs related to acquisitions (2) 75.0 1.15 75.0 1.15 Income tax effect related to adjustments (43.5) (0.67) (43.5) (0.67) Adjusted Net Income 234.5$ 3.60$ 237.7$ 3.65$ Depreciation 22.1 22.1 Interest expense 99.3 99.3 Income tax expense included the tax effect related to the adjustments above 94.5 97.1 Adjusted EBITDA 450.4$ 456.2$ (1) These costs represent the amortization of the intangible assets, such as client lists, recognized as a result of applying Accounting Standards Codification Topic 805, Business Combinations. The amount of amortization expense recorded in each period is significantly affected by the size and timing of our acquisitions. (2) These costs include, but are not limited to, certain consulting, technology, personnel, as well as other operating and general administrative costs associated with the integration of the Marcum business. GAAP RECONCILIATION Full Year 2025 Net Income and Diluted Earnings Per Share ("EPS") to Adjusted Net Income, Adjusted Diluted EPS, and Adjusted EBITDA Guidance Full Year 2025 Guidance (Amounts in millions except per share data) Low High
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CBIZ.COM Thank You